ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

Accordingly, any person making or intending to make any offerwithin the EEA of the New Shares, the Preferential Rights andthe Scrips (outside Belgium), should only do so in circumstancesin which no obligation arises for the Company or the JointGlobal Coordinators and Bookrunners to produce a prospectusfor such offer. None of the Company or the Joint GlobalCoordinators and Bookrunners has authorised or does authorisethe making of any offer of the New Shares, the PreferentialRights and the Scrips through any financial intermediary, otherthan offers made through the Joint Global Coordinators andBookrunners which constitute the final placement of NewShares contemplated herein.In relation to each member state of the EEA which hasimplemented the Prospectus Directive (each, a “RelevantMember State”) an offer to the public of the New Shares,the Preferential Rights or the Scrips contemplated by thisprospectus may not be made in that Relevant Member Stateunless this prospectus has been approved by the competentauthority in such Relevant Member State and published inaccordance with the Prospectus Directive as implemented insuch Relevant Member State (which approval and publicationis only obtained and performed in relation to the Offering inBelgium), unless such offer in such Relevant Member State ofany the New Shares, the Preferential Rights and the Scrips ismade under the following exemptions under the ProspectusDirective, if and to the extent such exemptions under theProspectus Directive have been implemented in that RelevantMember State:• to qualified investors within the meaning of the law in thatRelevant Member State implementing Article 2(1)(e) of theProspectus Directive;• to fewer than 100 natural or legal persons (other thanqualified investors as defined in the Prospectus Directive)subject to obtaining the prior consent of the Joint GlobalCoordinators and Bookrunners for any offer to any suchperson; or• in any other circumstances falling within Article 3(2) ofthe Prospectus Directive, provided that no such offer ofNew Shares, Preferential Rights or Scrips shall result ina requirement for the publication by the Company of aprospectus pursuant to Article 3 of the Prospectus Directive.Each person in such Relevant Member State (other thanBelgium) to whom an offering is made who receives anycommunication in respect of, or who acquires any of theNew Shares, the Preferential Rights and the Scrips under, theOffering contemplated in this prospectus will be deemed tohave represented, warranted and agreed to and with the JointGlobal Coordinators and Bookrunners and the Company (unlesssuch investor has been explicitly exempted thereof by the JointGlobal Coordinators and Bookrunners and the Company) that:• it is a qualified investor within the meaning of the law in thatRelevant Member State implementing Article 2(1)(e) of theProspectus Directive; and• in the case of any of the New Shares, the Preferential Rightsor the Scrips acquired by it as a financial intermediary, as thatterm is used in Article 3(2) of the Prospectus Directive, theNew Shares, the Preferential Rights or the Scrips acquiredby it in the Offering have not been acquired on behalf of,nor have they been acquired with a view to their offer orresale to, persons in any Relevant Member State other thanqualified investors, as that term is defined in the ProspectusDirective, or in circumstances in which the prior consent ofthe Joint Global Coordinators and Bookrunners has beengiven to the offer or resale; or where New Shares, PreferentialRights or Scrips have been acquired by it on behalf ofpersons in any Relevant Member State other than qualifiedinvestors, the offer of the New Shares, the PreferentialRights or the Scrips to it is not treated under the ProspectusDirective as having been made to such persons.For the purposes of this representation, the expression an‘‘offer to the public’’ in relation to any New Shares, PreferentialRights and/or Scrips in any Relevant Member State means thecommunication in any form and by any means of sufficientinformation on the terms of the Offering and any New Shares,Preferential Rights and/or Scrips so as to enable an investor todecide to purchase or subscribe for the New Shares, PreferentialRights and/or Scrips, as the same may be varied in that RelevantMember State by any measure implementing the ProspectusDirective in that Relevant Member State, and the expression‘‘Prospectus Directive’’ means Directive 2003/71/EC of theEuropean Parliament and of the Council of 4 November 2003 onthe prospectus to be published when securities are offered tothe public or admitted to trading, and includes any relevantimplementing measure in each Relevant Member State.Notice to investors in the United KingdomFor investors in the United Kingdom, this prospectus is onlybeing distributed to and is only directed at persons who are:• outside the United Kingdom; or• authorised persons within the meaning of the FinancialServices and Markets Act 2002, as amended, and any ordermade thereunder;37 •