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:
|
31 December |
|
(thousands of €) |
2017 |
2016 |
On 1 January |
223,928 |
185,399 |
Share capital increase |
25,323 |
38,798 |
Costs of capital increase |
(15,837) |
(269) |
Share capital on 31 December |
233,414 |
223,928 |
|
|
|
Aggregate share capital |
275,510 |
250,187 |
Costs of capital increase (accumulated) |
(42,096) |
(26,259) |
Share capital on 31 December |
233,414 |
223,928 |
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 2016 and 31 December 2017 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 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 |
|
|
|
|
|
|
1 January 2017 |
|
|
|
46,256 |
250,187 |
6 April 2017 |
|
1,337 |
247 |
|
|
21 April 2017 |
23,331 |
|
4,313 |
|
|
20 June 2017 |
|
281 |
52 |
|
|
21 September 2017 |
|
152 |
28 |
|
|
23 November 2017 |
|
222 |
41 |
|
|
31 December 2017 |
|
|
|
50,937 |
275,510 |
On 31 December 2017, Galapagos NV’s share capital amounted to €275,510 thousand, represented by 50,936,778 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 2017 and 2016.
(thousands of €, except share data) |
Number of shares |
Share capital |
Share premium |
Share capital and share premium |
Average exercise price warrants |
Closing share price on date of capital increase |
On 1 January 2017 |
46,256,078 |
223,928 |
649,135 |
873,063 |
|
|
|
|
|
|
|
|
|
6 April 2017: exercise of warrants |
247,070 |
1,337 |
2,697 |
4,034 |
16.33 |
84.60 |
|
|
|
|
|
|
|
21 April 2017: U.S. public offering |
|
|
|
|
|
|
ADSs (fully paid) |
4,312,500 |
23,331 |
340,593 |
363,924 |
|
81.34 |
Underwriter discounts and offering expenses (paid) |
|
(15,790) |
|
(15,790) |
|
|
Offering expenses still to be paid at 31 December 2017 |
|
(47) |
|
(47) |
|
|
Total U.S. public offering |
4,312,500 |
7,494 |
340,593 |
348,087 |
|
|
|
|
|
|
|
|
|
20 June 2017: exercise of warrants |
52,030 |
281 |
350 |
632 |
12.14 |
70.66 |
|
|
|
|
|
|
|
21 September 2017: exercise of warrants |
28,100 |
152 |
116 |
268 |
9.55 |
84.62 |
|
|
|
|
|
|
|
23 November 2017: exercise of warrants |
41,000 |
222 |
132 |
354 |
8.63 |
77.53 |
|
|
|
|
|
|
|
On 31 December 2017 |
50,936,778 |
233,414 |
993,025 |
1,226,439 |
|
|
(thousands of €, except share data) |
Number of shares |
Share capital |
Share premium |
Share capital and share premium |
Average exercise price warrants |
Closing share price on date of capital increase |
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 |
|
48.26 |
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 |
10.70 |
36.64 |
|
|
|
|
|
|
|
19 May 2016: exercise of warrants |
140,770 |
762 |
715 |
1,476 |
10.49 |
45.41 |
|
|
|
|
|
|
|
19 September 2016: exercise of warrants |
60,320 |
326 |
277 |
603 |
10.00 |
58.62 |
|
|
|
|
|
|
|
28 November 2016: exercise of warrants |
86,250 |
467 |
305 |
772 |
8.94 |
55.73 |
|
|
|
|
|
|
|
On 31 December 2016 |
46,256,078 |
223,928 |
649,135 |
873,063 |
|
|
Other information
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 31 May 2017, 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 25 April 2017 amounted to €82,561.8 thousand. As of 31 December 2017, €3,911.4 thousand of the authorized capital was used, so that an amount of €78,650.3 thousand still remained available.