32. Warrant plans
Presented below is a summary of warrant plans activities for the reported periods. Various warrant plans were approved for the benefit of employees of the Group, Directors and independent consultants of Galapagos NV. For warrant plans issued prior to 2011, the warrants offered to the employees and independent consultants vest according to the following schedule: 10% of the warrants vest on the date of the grant; an additional 10% vest at the first anniversary of the grant; an additional 20% vest at the second anniversary of the grant; an additional 20% vest at the third anniversary of the grant; and an additional 40% vest at the end of the third calendar year following the grant. The warrants granted under warrant plans created from 2011 onwards vest at the end of the third calendar year following the year of the grant, with no intermediate vesting. The warrants offered to Directors vest over a period of 36 months at a rate of 1/36th per month. Warrants cannot be exercised before the end of the third calendar year following the year of the grant. Pursuant to a resolution adopted at the Extraordinary Shareholders’ Meeting held on 23 May 2011, a provision has been incorporated in the warrant plans, which provides that in the event of a change of control of the Group, all outstanding warrants vest immediately and will be immediately exercisable.
After the reverse 4:1 share split approved by the Shareholders’ Meeting held on 29 March 2005, four warrants under Warrant Plan 2002 Belgium entitle the warrant holder to subscribe for one ordinary share. For the warrant plans created from 2005 onwards, one warrant entitles the warrant holder to subscribe for one ordinary share. In the summaries and tables below, the numbers of warrants issued under Warrant Plan 2002 Belgium are divided by four to avoid a mixture of rights.
The table below sets forth a summary of warrants outstanding and exercisable at December 31, 2014, per warrant plan:
Warrants |
Allocation date |
Expiry date |
Exercise price (€) |
Outstanding per 1 January 2014 |
Granted during the year |
Exercised during the year |
Forfeited during the year |
Expired during the year |
Outstanding per 31 December 2014 |
Exercisable per 31 December 2014 |
2002 B |
09.07.2004 |
08.07.2017 |
4 |
31,250 |
|
|
|
|
31,250 |
31,250 |
2002 B |
31.01.2005 |
30.01.2017 |
6.76 |
47,500 |
|
2,500 |
|
|
45,000 |
45,000 |
2005 |
04.07.2005 |
03.07.2018 |
6.91 |
145,000 |
|
14,000 |
|
|
131,000 |
131,000 |
2005 |
23.11.2005 |
22.11.2018 |
8.35 |
32,500 |
|
|
|
|
32,500 |
32,500 |
2005 |
15.12.2005 |
14.12.2018 |
8.6 |
12,500 |
|
|
|
|
12,500 |
12,500 |
2005 |
22.11.2006 |
21.11.2019 |
8.65 |
1,050 |
|
525 |
|
|
525 |
525 |
2006 BNL |
13.02.2006 |
12.02.2019 |
8.61 |
46,470 |
|
11,372 |
|
|
35,098 |
35,098 |
2006 BNL |
22.11.2006 |
21.11.2019 |
8.65 |
6,000 |
|
6,000 |
|
|
0 |
0 |
2006 BNL |
04.05.2007 |
03.05.2020 |
9.22 |
7,500 |
|
|
|
|
7,500 |
7,500 |
2006 BNL |
28.06.2007 |
27.06.2020 |
8.65 |
735 |
|
|
|
|
735 |
735 |
2006 BNL |
21.12.2007 |
20.12.2020 |
7.12 |
2,100 |
|
|
|
|
2,100 |
2,100 |
2006 UK |
01.06.2006 |
31.05.2014 |
8.7 |
3,748 |
|
3,748 |
|
|
0 |
0 |
2006 UK |
22.11.2006 |
21.11.2014 |
8.65 |
735 |
|
735 |
|
|
0 |
0 |
2006 UK |
28.06.2007 |
27.06.2015 |
8.43 |
6,000 |
|
6,000 |
|
|
0 |
0 |
2007 |
28.06.2007 |
27.06.2015 |
8.65 |
108,126 |
|
|
|
|
108,126 |
108,126 |
2007 |
28.06.2007 |
27.06.2020 |
8.65 |
104,644 |
|
|
|
|
104,644 |
104,644 |
2007 RMV |
25.10.2007 |
24.10.2020 |
8.65 |
50,400 |
|
1,050 |
|
|
49,350 |
49,350 |
2008 |
26.06.2008 |
25.06.2021 |
5.6 |
136,140 |
|
5,525 |
|
|
130,615 |
130,615 |
2009 |
01.04.2009 |
31.03.2017 |
5.87 |
278,500 |
|
120,250 |
|
|
158,250 |
158,250 |
2009 B |
02.06.2009 |
01.06.2014 |
7.09 |
42,540 |
|
42,540 |
|
|
0 |
0 |
2009 B |
02.06.2009 |
01.06.2017 |
7.09 |
75,000 |
|
75,000 |
|
|
0 |
0 |
2010 |
27.04.2010 |
26.04.2018 |
11.55 |
456,750 |
|
210,750 |
|
|
246,000 |
246,000 |
2010 B |
27.04.2010 |
26.04.2015 |
11.55 |
190,108 |
|
5,088 |
|
|
185,020 |
185,020 |
2010 C |
23.12.2010 |
26.04.2018 |
11.74 |
75,000 |
|
|
|
|
75,000 |
75,000 |
2011 |
23.05.2011 |
22.05.2019 |
9.95 |
536,500 |
|
|
54,000 |
|
482,500 |
|
2011 B |
23.05.2011 |
22.05.2016 |
9.95 |
127,750 |
|
|
|
|
127,750 |
|
2012 |
03.09.2012 |
02.09.2020 |
14.19 |
435,490 |
|
|
60,000 |
|
375,490 |
|
2013 |
16.05.2013 |
15.05.2021 |
19.38 |
592,040 |
|
|
138,800 |
|
453,240 |
|
2013 B |
18.09.2013 |
17.09.2021 |
15.18 |
75,000 |
|
|
|
|
75,000 |
|
2014 |
25.07.2014 |
24.07.2022 |
14.54 |
|
571,660 |
|
|
|
571,660 |
|
2014B |
14.10.2014 |
13.10.2022 |
11.93 |
|
150,000 |
|
|
|
150,000 |
|
Total |
|
|
|
3,627,076 |
721,660 |
505,083 |
252,800 |
|
3,590,853 |
1,355,213 |
|
Warrants |
Weighted average exercise price (€) |
Outstanding on 31 December 2012 |
3,347,709 |
9.51 |
Exercisable on 31 December 2012 |
844,181 |
|
|
|
|
Granted during the period |
677,790 |
|
Forfeited during the year |
(71,010) |
|
Exercised during the period |
(326,468) |
|
Expired during the year |
(945) |
|
Outstanding on 31 December 2013 |
3,627,076 |
11.50 |
Exercisable on 31 December 2013 |
1,138,438 |
|
|
|
|
Granted during the period |
721,660 |
|
Forfeited during the year |
(252,800) |
|
Exercised during the period |
(505,083) |
|
Expired during the year |
|
|
Outstanding on 31 December 2014 |
3,590,853 |
12.06 |
Exercisable on 31 December 2014 |
1,355,213 |
|
The table below sets forth the inputs into the valuation of the warrants.
Belgian Plans |
||||
|
|
|
|
|
|
2014 |
2014 |
2013 |
2013 |
|
14 Oct |
25 Jul |
16 May |
18 Sep |
Exercise price (€) |
11.93 |
14.54 |
19.38 |
15.18 |
Current share price (€) |
10.95 |
14.38 |
17.74 |
14.87 |
Fair value on the grant date (€) |
4.35 |
6.14 |
7.75 |
6.80 |
Estimated volatility (%) |
38.03 |
38.76 |
38.76 |
38.76 |
Time to expiration (years) |
8 |
8 |
8 |
8 |
Risk free rate (%) |
0.58 |
0.58 |
1.99 |
1.99 |
Expected dividends |
None |
None |
None |
None |
The exercise price of the warrants is determined pursuant to the applicable provisions of the Belgian Companies Code .
The estimated volatility is calculated on the basis of the historical volatility of the share price over the expected life of the warrants, validated by reference to the volatility of a representative biotech index.
The time to expiration of the warrant is calculated as the estimated duration until exercise, taking into account the specific features of the plans.
The warrants have been accounted for in accordance with International Financial Reporting Standard 2 on Share Based Payments. IFRS 2 takes effect for all warrants offered after 7 November 2002.
Warrants expense of the Group in 2014 amounted to €2,952 thousand (2013: €2,742 thousand).
The following table provides an overview of the outstanding warrants per category of warrant holders at 31 December 2014.
Category |
||
|
|
|
|
Year ended 31 December, |
|
(in number of warrants) |
2014 |
2013 |
Non-executive directors |
199,070 |
192,350 |
Executive team |
1,445,000 |
1,382,500 |
Other |
1,946,783 |
2,052,226 |
Total warrants outstanding |
3,590,853 |
3,627,076 |
The outstanding warrants at the end of the accounting period have an average exercise price of €12.06 (2013: €11.50) and a weighted average remaining expected life of 1,639 days (2013: 1,628 days).