ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

this prospectus which is capable of affecting the assessmentof the New Shares and which arises or is noted between thetime when this prospectus is approved and the final closureof the Offering, or as the case may be, prior to the start of thetrading of the New Shares on the relevant market, such willbe set out in a supplement to this prospectus. If a supplementto the prospectus is published on or prior to the Closing dateof the Rights Offering, subscribers in the Rights Offering shallhave the right to withdraw their subscriptions made prior tothe publication of the supplement. If a supplement to theprospectus is published during the Scrips Private Placement,subscribers in the Scrips Private Placement shall have the rightto withdraw their subscriptions made prior to the publicationof the supplement. Such withdrawal must be done withinthe time limits set forth in the supplement (which shall notbe shorter than two business days after publication of thesupplement) (see section 3.6.6). Any supplement is subjectto approval by the Belgian Financial Services and MarketsAuthority (Autoriteit financiële diensten en markten / Autorité desservices et marchés financiers, the “FSMA”), in the same manner asthis prospectus and must be made public, in the same manneras this prospectus.The Joint Global Coordinators and Bookrunners and theiraffiliates are acting exclusively for the Company and no one elsein connection with the Offering and will not be responsible toany other person for providing the protections afforded to theirclient or for providing advice in relation to the Offering.Any summary or description set forth in this prospectus of legalprovisions, corporate structurings or contractual relationshipsis for information purposes only and should not be construedas legal or tax advice as to the interpretation or enforceabilityof such provisions or relationships. In general, none ofthe information in this prospectus should be consideredinvestment, legal or tax advice. Investors should consult theirown counsel, accountant and other advisors for legal, tax,business, financial and related advice regarding purchasing theNew Shares or any other Shares, Preferential Rights and Scrips.The Shares have not been recommended by any federal orstate securities commission or regulatory authority in Belgiumor elsewhere. Neither the Company nor the Joint GlobalCoordinators and Bookrunners make any representation to anyofferee or purchaser regarding the legality of an investmentin the New Shares or any other Shares, Preferential Rightsand Scrips by such offeree or purchaser under applicableinvestment or similar laws.Certain restrictions on thedistribution of this prospectusThe distribution of this prospectus may be restricted by lawin certain jurisdictions outside Belgium. TiGenix does notrepresent that this prospectus may be lawfully distributed injurisdictions outside Belgium or that the Preferential Rights,Scrips and New Shares may be lawfully offered in compliancewith any applicable registration or other requirements injurisdictions outside Belgium, or pursuant to any exemptionavailable thereunder. TiGenix does not assume anyresponsibility for such distribution or offering. Accordingly,this prospectus nor any advertising or other offering materialsmay be distributed or published in any jurisdiction outsideBelgium, except in circumstances that will result in compliancewith any applicable laws and regulations. This prospectus doesnot constitute an offer to sell or a solicitation of an offer to buyany of the Preferential Rights, Scrips and New Shares to anyperson in any jurisdiction in which it is unlawful to make suchoffer or solicitation to such person. This prospectus may notbe distributed to the public in any jurisdiction outside Belgiumwhere a registration, qualification or other requirement existsor may exist in relation to the admission to trading of shares onthe regulated market of Euronext Brussels, and may in particularnot be distributed to the public in the U.S., Switzerland, Canada,Australia or Japan or the United Kingdom.It is the responsibility of any person not resident in Belgium toascertain that the legislation applicable in his or her country ofresidence is complied with, and that all other formalities thatmay be required are fulfilled, including the payment of all costsand levies.Notice to investors in the European EconomicArea (“EEA”)This prospectus has been prepared on the basis that all offersof the New Shares, the Preferential Rights and the Scrips (otherthan offers contemplated in this prospectus in Belgium oncethis prospectus has been approved by the FSMA and publishedin accordance with Directive 2003/71/EC of the EuropeanParliament and of the Council of 4 November 2003 on theprospectus to be published when securities are offered tothe public or admitted to trading (the “Prospectus Directive”),as implemented in Belgium) will be made pursuant to anexemption under the Prospectus Directive, as implemented inmember states of the EEA, from the requirement to produce aprospectus for offers of securities.36 • TiGenix • Rights Offering