ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

3.5.2 Issuance Price and RatioThe issuance price of the Contribution Shares at which theContribution Shares were subscribed to within the frameworkof the Contribution amounted to €1.2977 per ContributionShare (including issuance premium).3.5.3 Shares issuedThe Contribution Shares were issued as Shares without nominalvalue in registered form and were not accompanied by a VVPRStrip and will not benefit from a reduced Belgian withholdingtax rate.3.5.4 Dividend entitlementThe Contribution Shares will be entitled to a share in the profitsin the same way as the Shares existing prior to the Contribution.3.6 Terms and conditions ofthe Offering3.6.1 Conditions governing the OfferingIf the Issuer decides to revoke or suspend the RightsOffering, a press release will be published and, to theextent such event would legally require the Issuer topublish a supplement to the prospectus, a supplementwill be published.3.6.2 Amount of the capital increaseIf all New Shares are subscribed to, the total amount of thecapital increase (including any issuance premium) will be€15,187,111.3.6.3 Issuance Price and RatioThe Issuance Price is €1.00 per New Share.The holders of Preferential Rights can subscribe to the NewShares in an irreducible way in the ratio of one (1) New Share forfive (5) Preferential Rights held in possession.The Issuance Price represents a discount to the closing price ofApril 26, 2011 of 21.875%.3.6.4 Subscription periods and procedure(a)Preferential Rights(a)Rights Offering(b)(c)Existing Shareholders and the other investors holdingPreferential Rights can subscribe to the New Shares inan irreducible way in the ratio of one (1) New Share forfive (5) Preferential Rights held in possession.VVPR StripsThe New Shares will not be accompanied by a VVPR Stripand will not benefit from a reduced Belgian withholdingtax rate.Revocation or suspension of the OfferingThe Issuer has a right to proceed with a capital increase ina reduced amount. The actual number of the New Sharessubscribed for will be confirmed in the Belgian FinancialPress.The Rights Offering shall be open from May 13, 2011 upto and including May 27, 2011, i.e. the Rights SubscriptionPeriod.Subject to restrictions under applicable securities laws,the holders of Preferential Rights will have an irreducibleright to subscribe to the New Shares in the ratio ofone (1) New Share for five (5) Preferential Rights held inpossession.The Preferential Rights will be represented by couponno. 1 of the Existing Shares, which will be separated fromthe underlying Shares on May 12, 2011 after market closeon Euronext Brussels and which will be negotiable duringthe entire Rights Subscription Period on such regulatedmarket under the ISIN code BE0970125283.The Issuer reserves the right to revoke or suspend theOffering after the beginning of the Rights SubscriptionPeriod if the circumstances prevent the Offering fromtaking place under satisfactory conditions or uponthe occurrence of an event allowing the Joint GlobalCoordinators and Bookrunners to not sign or terminatethe Underwriting Agreement before the Closing Date ofthe Offering (see under section 3.8).Subject to restrictions under applicable securitieslaws, Existing Shareholders whose holding of Shares isregistered in the shareholders’ register of the Issuer, willreceive, at the address indicated in the shareholders’register, a letter from the Issuer informing them of theaggregate number of Preferential Rights to which theyare entitled and of the procedures that they must followto exercise or trade their Preferential Rights.64 • TiGenix • Rights Offering