ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

No one may cast a greater number of votes at a generalshareholders’ meeting than those attached to the voting rightsit has notified in accordance with the Transparency Law at least20 days before the date of the general shareholders’ meeting,subject to certain exceptions.2.8 Belgian regulations ontakeover bids, squeeze-outand sell-out rules2.8.1 Public takeover bidsPublic takeover bids on the Shares and other securities givingaccess to voting rights (such as warrants or convertible bonds, ifany) are subject to the supervision by the FSMA. Public takeoverbids must be made for all of the Company’s voting securities, aswell as for all other securities giving access to voting rights. Priorto making a bid, a bidder must publish a prospectus, which hasbeen approved by the FSMA prior to publication.Belgium has implemented the Thirteenth Company LawDirective (European Directive 2004/25/EC of April 21, 2004) inthe Belgian Law on public takeover bids of April 1, 2007 (the“Takeover Law”) and the Belgian Royal Decree ofApril 27, 2007 on public takeover bids (the “Takeover RoyalDecree”). The Takeover Law provides that a mandatory bid willbe triggered if a person, as a result of its own acquisition or theacquisition by persons acting in concert with it or by personsacting on their account, directly or indirectly holds more than30 per cent of the voting securities in a company that has itsregistered office in Belgium and of which at least part of thevoting securities are traded on a regulated market or on amultilateral trading facility designated by the Takeover RoyalDecree. The mere fact of exceeding the relevant thresholdthrough the acquisition of one or more Shares will give rise to amandatory bid, irrespective of whether or not the price paid inthe relevant transaction exceeds the current market price.There are several provisions of Belgian company law andcertain other provisions of Belgian law, such as the obligation todisclose important shareholdings and merger control, that mayapply to TiGenix and which may make an unfriendly tenderoffer, merger, change in management or other change incontrol, more difficult.Normally, the authorisation of the Board of Directors to increasethe share capital of the Company through contributions inkind or in cash with cancellation or limitation of the preferentialsubscription right of the Existing Shareholders is suspendedas of the notification to the Company by the FSMA of a publictakeover bid on the securities of the Company. The generalshareholders’ meeting can, however, authorise the Board ofDirectors to increase the share capital by issuing shares in anamount of not more than 10% of the existing Shares at the timeof such a public takeover bid. Such authorisation has not beengranted to the Board of Directors of the Company.2.8.2 Squeeze-outPursuant to Article 513 of the Companies Code, or theregulations promulgated thereunder, a person, acting alone orin concert, who owns 95% of the securities conferring votingpower in a public company, can acquire the totality of thesecurities conferring voting rights in that company following asqueeze-out offer. The shares that are not voluntarily tenderedin response to such offer are deemed to be automaticallytransferred to the bidder at the end of the procedure. At theend of the offer, the company is no longer deemed a publiccompany, unless bonds issued by the company are still spreadamong the public. The consideration for the securities must bein cash and must represent the fair value as to safeguard theinterests of the transferring shareholders.2.8.3 Sell-out rightHolders of voting securities or of securities giving access tovoting rights may require the offeror, acting alone or in concert,who owns 95% of the voting capital and 95% of the votingsecurities in a public company following a takeover bid to buyits securities from it at the price of the bid, on the condition thatthe offeror has acquired, through the acceptance of the bid,securities representing at least 90% of the voting capital subjectto the takeover bid.50 • TiGenix • Rights Offering