ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

The Scrips Private Placement will only take place by way of aprivate placement in Belgium and the other countries of theEuropean Economic Area.The distribution of this prospectus, the acceptance, sale,purchase or exercise of Preferential Rights, the purchase andthe exercise of Scrips and the subscription for and acquisitionof New Shares may, under the laws of certain countries otherthan Belgium, be governed by specific regulations. Individualsin possession of this prospectus, or considering the acceptance,sale, purchase or exercise of Preferential Rights, the purchaseor exercise of Scrips or the subscription for, or acquisition of,New Shares, must inquire about those regulations and aboutpossible restrictions resulting from them, and comply withthose restrictions. Intermediaries cannot permit the acceptance,sale or exercise of Preferential Rights, the purchase or exercise ofScrips or the subscription for, or acquisition of, New Shares, forclients whose addresses are in a country where such restrictionsapply.This prospectus does not constitute an offer to sell or thesolicitation of an offer to buy any securities other than thePreferential Rights, the Scrips and New Shares to which theyrelate or an offer to sell or the solicitation of an offer to buyPreferential Rights, Scrips or New Shares in any circumstances inwhich such offer or solicitation is unlawful.3.7.2 Intentions of the Existing ShareholdersApart from the irrevocable take up commitments describedin section 3.8.1, the Company does not have any informationon the intentions of the Existing Shareholders in respect of theOffering.3.7.3 Pre-allocation informationThere are no pre-allocation arrangements in connection withthe Offering, other than the conditions under the irrevocabletake up commitments described in section 3.8.1.3.7.4 Over-allocation and “green shoe”No over-allocation facility or option have been granted inconnection with the Offering.3.8 Placing and underwriting ofthe Offering3.8.1 Irrevocable take up commitmentsA number of Existing Shareholders and other personssigned an irrevocable take up commitment in which theyirrevocably committed to the Company, KBC Securities NV andKempen & Co Corporate Finance B.V. to acquire and exercisea sufficient number of Preferential Rights and/or Scrips tosubscribe for New Shares at the Issuance Price for a certainaggregate subscription price (the “Committed Amount”).In aggregate, the Company has received irrevocable take upcommitments for an amount of €10,012,000.00. Such ExistingShareholders and other persons are collectively referred to asthe “Committers”.The Committers shall, in principle, have the option to complywith their obligations to subscribe to New Shares by:• (acquiring and) exercising a sufficient number of PreferentialRights; or• acquiring and exercising a sufficient number of Scrips; or• a combination of the above.Certain Committers have, however, stipulated in theirirrevocable take up commitment that they shall only be obligedto subscribe to New Shares if and to the extent so requestedby the Company, KBC Securities NV or Kempen & Co CorporateFinance B.V. during the Scrips Private Placement.In addition, the irrevocable take up commitment of a numberof Committers is subject to (a) such Committer being ableto subscribe to New Shares at €1.00 per New Share, pursuantto the irrevocable take up commitment, for at least a certainaggregate subscription price, and/or (b) the Company, KBCSecurities NV and Kempen & Co Corporate Finance B.V. havingmade the necessary arrangements to have such number ofPreferential Rights or Scrips transferred or allocated to theCommitter at €0.00 to allow the Committer to comply with itsobligations under the take up commitment without havingto purchase additional Preferential Rights or Scrips for aconsideration.In this respect, each of Fagus NV, ING België NV and the holdersof Contribution Shares have irrevocably and unconditionally:• undertaken to transfer, at the request of KBC Securities NVand Kempen & Co Corporate Finance B.V., all or part of theirPreferential Rights which they have not exercised themselvesduring the first two business days of the Subscription Period68 • TiGenix • Rights Offering