ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

(b)Subject to restrictions under applicable securities laws,Existing Shareholders whose holding of Shares is heldin a securities account will in principle be informed bytheir financial institution of the procedure that they mustfollow to exercise or trade their Preferential Rights.During the Rights Subscription Period, ExistingShareholders and other persons who have acquiredPreferential Rights, who do not hold the exact numberof Preferential Rights to subscribe to a round number ofNew Shares, may elect either to purchase the missingPreferential Rights in order to subscribe to an additionalNew Share or to sell their extra Preferential Rights, or electnot to do anything in attendance of the receipt of theUnexercised Rights Payment (if any and provided that thenet proceeds divided by the total number of unexercisedPreferential Rights is not less than €0.10).Preferential Rights can no longer be exercised or tradedafter May 27, 2011, the Closing date of the Rights Offering.An announcement of the results of the subscription withPreferential Rights will be made by a press release on orabout May 30, 2011.If the Rights Offering is discontinued, for whateverreason, the Preferential Rights will become worthless.Accordingly, investors who have acquired any suchPreferential Rights in the secondary market will suffer aloss, as trades relating to such Preferential Rights will notbe unwound once the Rights Offering is terminated.Scrips Private PlacementThe Preferential Rights that are not exercised at theClosing date of the Rights Offering will be converted intoan equal number of Scrips.After the Rights Subscription Period has ended, theScrips will be sold in a private placement. Through sucha procedure, a book of demand will be built to find asingle market price for the Scrips. Investors who acquireScrips enter into an irrevocable commitment to exercisethe Scrips and thus to subscribe to the correspondingnumber of New Shares at the Issuance Price and inaccordance with the Ratio.The Scrips Private Placement is expected to last for oneday and is expected to take place on May 31, 2011.The Scrips Private Placement will only take place if not allof the Preferential Rights have been exercised during theRights Subscription Period.The net proceeds from the sale, after deductingall reasonable expenses, charges and all forms ofexpenditure which the Issuer has to incur for the sale ofthe Scrips (such an amount, the “Net Scrips Proceeds”),will be divided proportionally between all holdersof Preferential Rights who have not exercised theirPreferential Rights during the Rights Subscription Period(rounded down to a whole eurocent per unexercisedPreferential Right).The Net Scrips Proceeds will be made available to theExisting Shareholders upon presentation of coupon no. 1.Please consult your financial intermediary if you have anyquestions concerning this payment. It is expected thatsuch payment will be available as from June 9, 2011.There is, however, no assurance that any or all Scrips willbe sold during the Scrips Private Placement or that therewill be any Net Scrips Proceeds. Neither the Issuer nor theJoint Global Coordinators and Bookrunners nor any otherperson procuring a sale of the Scrips will be responsiblefor any lack of Net Scrips Proceeds arising from the sale ofthe Scrips in the Scrips Private Placement.Furthermore, if the Net Scrips Proceeds divided by thetotal number of unexercised Preferential Rights is lessthan €0.10, the holders of unexercised Preferential Rightsare not entitled to receive any payment and, instead,the Net Scrips Proceeds will be transferred to the Issuer,unless the Board of Directors decides otherwise.If the Issuer announces that Net Scrips Proceeds areavailable for distribution to holders of unexercisedPreferential Rights and such holders have not receivedpayment thereof within a reasonable time followingthe closing of the Scrips offering, such holders shouldcontact their financial intermediary, except for registeredShareholders who should contact the Issuer.An announcement of the results of the Scrips PrivatePlacement will be made by a press release on or aboutMay 31, 2011.The results of the subscription with Preferential Rightsand with Scrips and the amount due to holders ofunexercised Preferential Rights (if any) will be publishedon or about June 1, 2011 via an official advertisement inthe Belgian Financial Press. Such advertisement shall beconsidered as a supplement to this prospectus.65 •