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).