ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

to comply with any of its obligations under the UnderwritingAgreement, (iii) breach of any of the representations andwarranties of the Company, (iv) the occurrence of a materialadverse change that makes the completion of the RightsOffering and Scrips Private Placement impracticable orinadvisable, and (v) other specific circumstances described inthe Underwriting Agreement.If the Underwriting Agreement is terminated in accordancewith its terms, or if no Underwriting Agreement has beenentered into before the Closing date of the Offering, aprospectus supplement that will be subject to approval bythe FSMA, will be published, in which case subscription tothe Rights Offering and subscription to the Scrips PrivatePlacement will automatically be withdrawn in accordance withsection 3.6.6.3.9 Admission to trading anddealing arrangements3.9.1 Admission to trading of the ContributionShares and listing placesAn application has been made for the admission of theContribution Shares to trading on Euronext Brussels. Theshares will be listed under international code numberISIN BE0003864817 and symbol TIG on Euronext Brussels.The Company expects trading of the Contribution Shares tocommence on or about May 13, 2011.3.9.2 Admission to trading of the PreferentialRights / New Shares and listing placesThe Preferential Rights (coupon no. 1) will be separated onMay 12, 2011 after market close on Euronext Brussels and will benegotiable on the regulated market of Euronext Brussels underISIN code BE0970125283 during the Rights Subscription Period,i.e. from May 13, 2011 to May 27, 2011 inclusive.The Existing Shares will therefore be traded ex-rights asfrom May 13, 2011. Any sale of Shares prior to market closeon Euronext Brussels on May 12, 2011 and to be settled afterMay 12, 2011 will be settled “cum rights”. Any Shares sold afterthe closing of the regulated market of Euronext Brussels onMay 12, 2011 will be sold and settled “ex rights”.A request for admission to trading on the regulated market ofEuronext Brussels of the New Shares has been submitted. Theadmission is expected to take place on June 6, 2011.The New Shares will be listed under ISIN code BE0003864817,trading symbol TIG.3.9.3 Liquidity contractThe Company has no liquidity contract.3.9.4 Financial serviceThe financial services for the Shares of the Company (includingthe New Shares) are provided in Belgium by ING België NV freeof charge for the Shareholders. The costs of these financialservices are borne by the Company. If the Company alters itspolicy in this matter, this will be announced in the BelgianFinancial Press.3.10 Costs of the Contribution andthe OfferingThe costs related to the Contribution and the Offering havebeen estimated at approximately €3.8 million and include,among other things, the fees due to FSMA and EuronextBrussels, the remuneration of the financial intermediaries, thecosts of printing and translating the prospectus, legal andadministrative costs and publication costs. The remunerationof the Joint Global Coordinators and Bookrunners has beendetermined at approximately €1.2 million.The aggregate amount of the capital increase pursuant to theContribution was €58,155,669.74, including issuance premium. Ifall New Shares are subscribed to, the total gross proceeds of theOffering will be €15,187,111.Therefore, the aggregate amount of the capital increases(including issuance premium) resulting from the Contributionand the Offering, after deduction of the aforementionedestimated costs, may be estimated at a maximum of€69.5 million.70 • TiGenix • Rights Offering