19. Share capital

19. Share capital

The share capital of Galapagos NV, as set forth in the articles of association, reconciles to ‘share capital’ on the balance sheet as follows:

(thousands of €)

2016

2015

On 1 January

185,399

157,274

Share capital increase

38,798

47,485

Costs of capital increase

(269)

(19,360)

Share capital on 31 December

223,928

185,399

 

 

 

Aggregate share capital

250,187

211,389

Costs of capital increase (accumulated)

(26,259)

(25,990)

Share capital on 31 December

223,928

185,399

Costs of capital increases are netted against the proceeds of capital increases, in accordance with IAS 32 Financial instruments: disclosure and presentation.

History of share capital

The history of the share capital of Galapagos NV between 1 January 2015 and 31 December 2016 is as follows:

Date

Share capital increase new shares (in thousands of €)

Share capital increase warrants (in thousands of €)

Number of shares issued (in thousands of shares)

Aggregate number of shares after transaction (in thousands of shares)

Aggregate share capital after transaction (in thousands of €)

1 January 2015

 

 

 

30,299

163,904

26 March 2015

 

3,092

572

 

 

19 May 2015

40,751

 

7,532

 

 

19 June 2015

 

2,659

491

 

 

25 September 2015

 

640

118

 

 

4 December 2015

 

344

64

 

 

31 December 2015

 

 

 

39,076

211,389

 

 

 

 

 

 

1 January 2016

 

 

 

39,076

211,389

19 January 2016

36,575

 

6,761

 

 

1 April 2016

 

668

132

 

 

19 May 2016

 

762

141

 

 

19 September 2016

 

326

60

 

 

28 November 2016

 

467

86

 

 

31 December 2016

 

 

 

46,256

250,187

On 1 January 2015, Galapagos NV’s share capital amounted to €163,904.1 thousand, represented by 30,299,129 shares. All shares were issued, fully paid up and of the same class.

On 26 March 2015, warrants were exercised at various exercise prices (with an average exercise price of €10.18 per warrant), resulting in a share capital increase (including issuance premium) of €5,819 thousand and the issuance of 571,548 new ordinary shares. The closing price of the Galapagos share on this date was €21.26.

On 19 May 2015, Galapagos completed a global offering of 7,532,499 ordinary shares consisting of a concurrent public offering in the United States and private placement in Europe and countries other than the United States and Canada. Galapagos NV offered 5,746,000 ordinary shares through a public offering in the United States in the form of American Depositary Shares, or ADSs, at a price of $42.05 per ADS, before underwriting discounts. The ADSs are evidenced by American Depositary Receipts, or ADRs, and each ADS represents the right to receive one ordinary share. The ADSs are listed on the NASDAQ Global Select Market under the symbol “GLPG.” Galapagos offered 1,786,499 ordinary shares through a private placement in Europe and countries other than the United States and Canada at price of €37.00 per share, before underwriting discounts.

Galapagos received €278.7 million of gross proceeds from the global offering, decreased by €19.4 million of underwriter discounts and commission, and offering expenses, of which €19.3 million has been paid at 31 December 2015 and €0.1 million has been paid in 2016. The total net cash proceeds from the global offering after remaining settlements amounted to €259.3 million.

On 19 June 2015, warrants were exercised at various exercise prices (with an average exercise price of €8.94 per warrant), resulting in a share capital increase (including issuance premium) of €4,395 thousand and the issuance of 491,406 new ordinary shares. The closing price of the Galapagos share on this date was €46.73.

On 25 September 2015, warrants were exercised at various exercise prices (with an average exercise price of €10.13 per warrant), resulting in a share capital increase (including issuance premium) of €1,198 thousand and the issuance of 118,260 new ordinary shares. The closing price of the Galapagos share on this date was €44.75.

On 4 December 2015, warrants were exercised at various exercise prices (with an average exercise price of €9.30 per warrant), resulting in a share capital increase (including issuance premium) of €590.8 thousand and the issuance of 63,500 new ordinary shares. The closing price of the Galapagos share on this date was €44.78.

On 31 December 2015, Galapagos NV’s share capital amounted to €211,388.9 thousand, represented by 39,076,342 shares. All shares were issued, fully paid up and of the same class.

On 19 January 2016, Gilead made a $425 million equity investment in Galapagos NV by subscribing to 6,760,701 new ordinary shares at a price of €58 per share, including issuance premium. Galapagos received €392.1 million of gross proceeds, decreased by €0.26 million of expenses, which were all paid at 31 December 2016. The total net cash proceeds from the share subscription by Gilead amounts to €391.9 million. The closing price of the Galapagos share on 19 January 2016 was €48.26.

On 1 April 2016, warrants were exercised at various exercise prices (with an average exercise price of €10.70 per warrant) resulting in a share capital increase (including issuance premium) of €1,409.3 thousand and the issuance of 131,695 new shares. The closing price of the Galapagos share on this date was €36.64.

On 19 May 2016, warrants were exercised at various exercise prices (with an average exercise price of €10.49 per warrant) resulting in a share capital increase (including issuance premium) of €1,476.4 thousand and the issuance of 140,770 new shares. The closing price of the Galapagos share on this date was €45.41.

On 19 September 2016, warrants were exercised at various exercise prices (with an average exercise price of €10.00 per warrant) resulting in a share capital increase (including issuance premium) of €603.3 thousand and the issuance of 60,320 new shares. The closing price of the Galapagos share on this date was €58.62.

On 28 November 2016, warrants were exercised at various exercise prices (with an average exercise price of €8.94 per warrant) resulting in a share capital increase (including issuance premium) of €771.3 thousand and the issuance of 86,250 new shares. The closing price of the Galapagos share on this date was €55.73.

On 31 December 2016, Galapagos NV’s share capital amounted to €250,187 thousand, represented by 46,256,078 shares. All shares were issued, fully paid up and of the same class.

All of the share issuances listed above were for cash consideration.

The below table summarizes our capital increases for the years 2016 and 2015.

(thousands of €, except share data)

Number of shares

Share capital

Share premium

Share capital and share premium

On 1 January 2015

30,299,129

157,274

114,182

271,456

 

 

 

 

 

26 March 2015: exercise of warrants

571,548

3,092

2,727

5,819

 

 

 

 

 

19 May 2015: global offering

 

 

 

 

Ordinary shares (fully paid)

1,786,499

9,665

56,436

66,100

ADSs (fully paid)

5,746,000

31,086

181,516

212,602

Underwriter discounts and offering expenses (fully paid)

 

(19,360)

 

(19,360)

Total global offering

7,532,499

21,391

237,952

259,343

 

 

 

 

 

19 June 2015: exercise of warrants

491,406

2,659

1,737

4,395

 

 

 

 

 

25 September 2015: exercise of warrants

118,260

640

558

1,198

 

 

 

 

 

4 December 2015: exercise of warrants

63,500

344

247

591

 

 

 

 

 

On 31 December 2015

39,076,342

185,399

357,402

542,801

(thousands of €, except share data)

Number of shares

Share capital

Share premium

Share capital and share premium

On 1 January 2016

39,076,342

185,399

357,402

542,801

 

 

 

 

 

19 January 2016: share subscription from Gilead

 

 

 

 

Ordinary shares (fully paid)

6,760,701

36,575

355,546

392,121

Derecognition of financial asset from share subscription agreement

 

 

(65,850)

(65,850)

Capital increase expenses (fully paid)

 

(269)

 

(269)

Total share subscription by Gilead

6,760,701

36,306

289,696

326,002

 

 

 

 

 

1 April 2016: exercise of warrants

131,695

668

741

1,409

 

 

 

 

 

19 May 2016: exercise of warrants

140,770

762

715

1,476

 

 

 

 

 

19 September 2016: exercise of warrants

60,320

326

277

603

 

 

 

 

 

28 November 2016: exercise of warrants

86,250

467

305

772

 

 

 

 

 

On 31 December 2016

46,256,078

223,928

649,135

873,063

Other information

 

Ordinary shares

Total

Accounting par value of shares (€)

5.41

5.41

The board of directors is authorized for a period of five years starting from the date of publication in the Annexes to the Belgian State Gazette of the shareholders’ resolution that granted the renewed authorization, being 3 June 2016, to increase the share capital of Galapagos NV within the framework of the authorized capital through contributions in kind or in cash, with limitation or cancellation of the shareholders’ preferential subscription rights. Said authorization can be renewed. The board of directors is currently not authorized to increase the share capital after notification by the FSMA (Financial Services and Markets Authority) of a public takeover bid on Galapagos NV’s shares.

The authorized capital as approved by the extraordinary shareholders’ meeting of 26 April 2016 amounted to €49,727.5 thousand. As of 31 December 2016, €3,431.2 thousand of the authorized capital was used, so that an amount of €46,295.2 thousand still remained available.