ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

(c)Rules for subscriptionSubject to restrictions under applicable securities laws(see section 3.7), Existing Shareholders and investorsholding Preferential Subscription Rights can, duringthe Rights Subscription Period, subscribe to the NewShares free of charge directly at the counters of KBCBank in Belgium and Kempen in the Netherlands if theyhave a client account there, or indirectly through anyother financial intermediary. Subscribers should informthemselves about any costs that these other financialintermediaries might charge and which they will needto pay themselves. At the time of subscription, thesubscribers should remit a corresponding number ofPreferential Subscription Rights per subscribed share inaccordance with the Ratio.Subject to the Ratio, there is no minimum or maximumamount that may be subscribed to pursuant to theOffering.Investors should be aware that all New Shares they havesubscribed to via the exercise of Preferential SubscriptionRights will be fully allocated to them. All subscriptions arebinding and may not be revoked except as described insection 3.6.6 below.Such withdrawal must be done within the time limits setforth in the supplement (which shall not be shorter than twobusiness days after publication of the supplement). If, however,a supplement to the prospectus is published in relation to thetermination of the Underwriting Agreement, subscriptionsin the Rights Offering and subscriptions in the Scrips PrivatePlacement will automatically be withdrawn.Subscribers in the Rights Offering or in the Scrip PrivatePlacement withdrawing their subscription after the close ofthe Scrips Private Placement will not share in the Net ScripsProceeds and will not be compensated in any other way,including for the purchase price (and any related cost) paid inorder to acquire any Preferential Rights or Scrips.3.6.7 Payment of funds and terms of deliveryof the New SharesThe payment for the New Shares subscribed with PreferentialRights will be made by debiting the subscriber’s accountwith value date June 6, 2011. The payment for the New Sharessubscribed in the Scrips Private Placement will be made bydelivery against payment.The New Shares will be delivered in the form of dematerialisedsecurities booked in the securities account of the subscriber.Subscriptions via the exercise of Preferential Rightscannot be reduced.3.6.5 Shares held by the IssuerThe Issuer does not hold any treasury Shares.3.6.6 Supplement to the prospectusThe Issuer will update the information provided in thisprospectus by means of a supplement hereto in the event ofimportant new developments, material errors or inaccuraciesthat could affect the assessment of the Shares, and whichoccurs prior to the Closing date of the Offering. Any prospectussupplement will be subject to approval by the FSMA and willbe made available in the same manner as the prospectus (seesection 1.4) and published in the Belgian Financial Press.If a supplement to the prospectus is published on or prior tothe realisation of the capital increase in the framework of theOffering, subscribers in the Rights Offering and, as the casemay be, subscribers in the Scrip Private Placement, shall havethe right to withdraw their subscriptions made prior to thepublication of the supplement.3.6.8 Publication of the results of the OfferingAn announcement of the results of the subscription withPreferential Rights will be made by a press release on or aboutMay 30, 2011.An announcement of the results of the Scrips Private Placementwill be made by a press release on or about May 31, 2011.The results of the subscription with Preferential Rights andwith Scrips and the amount due to holders of unexercisedPreferential Rights (if any) will be announced via an officialadvertisement in the Belgian Financial Press on or aboutJune 1, 2011.Dividend entitlementThe New Shares will be entitled to a share in the profits in thesame way as the Existing Shares.66 • TiGenix • Rights Offering