At the extra general meeting on December 5, 2017, it was resolved to issue warrants in three different tranches, each consisting of 40,689 warrants, to be subscribed for at a price per warrant of SEK 14.20, SEK 10.38 and SEK 5.31, respectively (tranches 1-3). The warrants in the three tranches were offered to the Board of Directors, senior executives and key persons of the Group. In all three tranches, one warrant entitles to subscription of one new share in the Company at a price of SEK 418 and subscription for new shares by exercise of warrants shall be made no later than December 5, 2021 (inclusive) or the earlier date set forth in the terms of the warrants.
A total of 10,000 warrants were subscribed under the 2017 incentive program. If all these warrants are exercised for subscription of new shares, the number of shares will increase by 10,000 and the share capital will increase by SEK 10,000, entailing a dilution effect of about 0.2 percent based on the number of shares prior to the Offering.
The extra general meeting of March 12, 2021 decided to adopt (i) a long-term incentive program for senior executives and other key employees of the Company (LTIP) as well as an incentive program for the Board of Directors of the Company. In total, a maximum of 95,000 warrants may be issued under the incentive program. The value of the warrants is calculated using Black & Schole’s valuation model and has been provisionally determined to be SEK 20 per warrant. As per the date of the Prospectus, 89,682 warrants have been subscribed by those entitled to subscribe to warrants.
LTIP 2021 is addressed to a maximum of six people. The right to acquire warrants shall be added to the following categories of employees:
The Incentive Program for the Board of Directors is addressed to a maximum of six board members as follows:
A warrant entitles the holder to subscribe for one (1) share at a subscription price of SEK 450 per share. The warrants may be exercised for subscription of shares during the period April 1, 2024 up to and including September 30, 2024.
The Company has reserved the right to repurchase the warrants if the participant’s employment or assignment in the Company ends or if the participant in turn wishes to transfer the warrants.
If all the warrants in the incentive programs for senior executives and the Board of Directors are exercised for subscription of shares, the number of shares will increase by 95,000 shares and the share capital will increase by SEK 95,000, corresponding to a dilution of approximately 1.83 percent based on the number of shares before the Offering.
|Share price (SEK)||300||300||230||100|
|Exercise price per share (SEK)||450||450||418||276|
|Expected life (years)||3,2||3,2||4,0||4,0|
|Risk free rate||−0,37 %||−0,37 %||−0,15 %||−0,15 %|
|Market value per option according to Black-Scholes (SEK)||20,00||20,00||9,97||1,43|
|Number initially granted||40 000||55 000||122 071||261 571|
|Granted 2016||-||-||-||139 500|
|Granted 2018||-||-||10 000||-|
|Granted 2021||36 000||53 682||-||-|
|Lapsed||-4 000||-1 318||-112 071||-122 071|
|Matured 2020||-||-||-||-139 500|
|Outstanding per 7 April 2021||36 000||53 682||10 000||-|