30. Warrant plans

30. Warrant plans

Presented below is a summary of warrant plans activities for the reported periods.  Various warrant plans were approved for the benefit of our employees, and for 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 up to (and including) Warrant Plan 2015 vest at the end of the third calendar year following the year of the grant, with no intermediate vesting. The warrants granted under Warrant Plan 2015 (B) and Warrant Plan 2015 RMV vest on the third anniversary of the notary deed enacting the acceptance of the warrants. 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, except for warrants granted under Warrant Plan 2015 (B) and Warrant Plan 2015 RMV, which become exercisable on the third anniversary of the notary deed enacting the acceptance of the warrants. 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 over Galapagos NV, 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 confusion in entitlements and rights.

The summaries and tables below do not take into account the warrants granted under Warrant Plan 2015 (B) (i.e. 399,000 warrants) and Warrant Plan 2015 RMV (i.e. 97,500 warrants). The warrants under these plans were offered on 22 December 2015 and per 31 December 2015 their issuance was still subject to acceptance by the beneficiaries. As per 31 December 2015, they were not yet formally accepted nor issued.

The table below sets forth a summary of warrants outstanding and exercisable at 31 December 2015, per warrant plan:

Warrants

Allocation date

Expiry date

Exercise price (€)

Outstanding per 1 January 2015

Granted during the year

Exercised during the year

Forfeited during the year

Expired during the year

Outstanding per 31 December 2015

Exercisable per 31 December 2015

2002 B

09.07.2004

01.02.2017

4

31,250

 

 

 

 

31,250

31,250

2002 B

31.01.2005

01.02.2017

6.76

45,000

 

(15,000)

 

 

30,000

30,000

2005

04.07.2005

03.07.2018

6.91

131,000

 

(11,000)

 

 

120,000

120,000

2005

23.11.2005

22.11.2018

8.35

32,500

 

(32,500)

 

 

0

0

2005

15.12.2005

14.12.2018

8.6

12,500

 

 

 

 

12,500

12,500

2005

22.11.2006

21.11.2019

8.65

525

 

(525)

 

 

0

0

2006 BNL

13.02.2006

12.02.2019

8.61

35,098

 

(35,098)

 

 

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

 

(525)

 

 

1,575

1,575

2007

28.06.2007

27.06.2015

8.65

108,126

 

(108,126)

 

 

0

0

2007

28.06.2007

27.06.2020

8.65

104,644

 

(55,735)

 

 

48,909

48,909

2007 RMV

25.10.2007

24.10.2020

8.65

49,350

 

(5,225)

 

 

44,125

44,125

2008

26.06.2008

25.06.2021

5.6

130,615

 

(40,700)

 

 

89,915

89,915

2009

01.04.2009

31.03.2017

5.87

158,250

 

(115,750)

 

 

42,500

42,500

2010

27.04.2010

26.04.2018

11.55

246,000

 

(149,700)

 

 

96,300

96,300

2010 (B)

27.04.2010

26.04.2015

11.55

185,020

 

(185,020)

 

 

0

0

2010 (C)

23.12.2010

26.04.2018

11.74

75,000

 

(75,000)

 

 

0

0

2011

23.05.2011

22.05.2019

9.95

482,500

 

(405,000)

 

 

77,500

77,500

2011 (B)

23.05.2011

22.05.2016

9.95

127,750

 

(9,810)

 

 

117,940

117,940

2012

03.09.2012

02.09.2020

14.19

375,490

 

 

(5,000)

 

370,490

 

2013

16.05.2013

15.05.2021

19.38

453,240

 

 

(7,500)

 

445,740

 

2013 (B)

18.09.2013

17.09.2021

15.18

75,000

 

 

(45,000)

 

30,000

 

2014

25.07.2014

24.07.2022

14.54

571,660

 

 

(15,000)

 

556,660

 

2014 (B)

14.10.2014

13.10.2022

11.93

150,000

 

 

 

 

150,000

 

2015

30.04.2015

29.04.2023

28.75

 

532,053

 

 

 

532,053

 

Total

 

 

 

3,590,853

532,053

(1,244,714)

(72,500)

2,805,692

720,749

 

Warrants

Weighted average exercise price (€)

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

 

 

 

 

Granted during the period

532,053

 

Forfeited during the year

(72,500)

 

Exercised during the period

(1,244,714)

 

Expired during the year

 

Outstanding on 31 December 2015

2,805,692

16.22

Exercisable on 31 December 2015

720,749

 

The table below sets forth the inputs into the valuation of the warrants.

Warrant Plans

 

2015

2014

2014

 

30 Apr

14 Oct

25 Jul

Exercise price (€)

28.75

11.93

14.54

Current share price (€)

46.09

10.95

14.38

Fair value on the grant date (€)

26.05

4.35

6.14

Estimated volatility (%)

39.2

38.03

38.76

Time to expiration (years)

8

8

8

Risk free rate (%)

0.39

0.58

0.58

Expected dividends

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.

Our warrants expense in 2015 amounted to €5,036 thousand (2014: €2,952 thousand).

The following table provides an overview of the outstanding warrants per category of warrant holders at 31 December 2015 and 31 December 2014.

Category

 

Year ended 31 December

(number of warrants)

2015

2014

Non-executive directors

115,730

199,070

Executive team

1,376,874

1,445,000

Other

1,313,088

1,946,783

Total warrants outstanding

2,805,692

3,590,853

The outstanding warrants at the end of the accounting period have an average exercise price of €16.22 (2014: €12.06) and a weighted average remaining expected life of 1,469 days (2014: 1,639 days).