According to the company's guidelines relating to incentive remuneration and the authorization in Section 18 of the Articles of Association, the Board of Directors of BioPorto A/S ("BioPorto") (Nasdaq: BIOPOR) has decided to establish a warrant program and to issue a total of 6,368,696 warrants ("Warrants") to BioPorto’s management and certain employees. As a result of the program's accounting impact, the EBIT forecast for the year 2016 is adjusted as further described below.
The program will support the company's long-term goals and establish a performance-based remuneration reflecting the company's and shareholders' interests.
Each warrant grants the holder the right to subscribe for one share in the company. The exercise price is fixed at DKK 4.58 per share. Warrants will be exercisable from April 8, 2018 until April 7, 2021. Within the exercise period, warrants can be exercised within ordinary trading windows.
With regard to approximately 50 % of the warrants, conditions for cancellation of all or part of the warrants apply in case the Company does not achieve the announced revenue expectations for the financial year 2016 and those that will later be defined for 2017. The program also includes conditions on claw-back in case of erroneous financial information and on accelerated vesting in case of e.g. takeover bid, resolution and business transfer.
Detailed terms of the warrants are to be found in the Articles of Association on www.bioporto.com under Investor Relations> Governance> Company Articles.
In connection with the warrant program, the Company has also decided to offer selected senior members of BioPorto’s American organization share-based incentive payment, subject to values and conditions similar to the above described warrant program. The final payment, if any, is however made in cash.
The total number of shares that participants will be able to subscribe upon exercise of the warrants, are 6,368,696. The theoretical market value of the allocations of warrants and share-based incentive payment amounts to DKK 6,987,129 and DKK 521,500 respectively and a total of DKK 7,508,629, of which DKK 3,787,840 relates to the financial year 2016. The statement is based on the Black-Scholes formula using an interest rate of -0.429% and the historical volatility of BioPorto A/S' shares of 24 months calculated to 59.8%. An assumption regarding the expected likelihood of vesting is set at 50% for the part of the program that is associated with conditions for cancellation.
Adjustment of earnings expectations
As a result of the program's accounting impact, the EBIT forecast for the year 2016 is adjusted: From a negative EBIT of around DKK 7-9 million, as announced in the annual report for 2015, to a negative EBIT of around DKK 11-13 million. The warrant program has no impact on cash flow.
For further information, please contact:
Thomas Magnussen, Chairman of the Board
Christina Thomsen, Investor Relations Manager
Telephone +45 4529 0000, e-mail investor@bioporto.com
About BioPorto
BioPorto Diagnostics A/S is an in-vitro diagnostics company that provides healthcare professionals in clinical and research settings a range of diagnostic tests and antibodies. Our pioneering product portfolio includes assays for underserved disease states such as NGAL for acute kidney injury. We sell our products in more than 80 countries through diverse sales channels and partners. BioPorto has its headquarters in Copenhagen, Denmark and is listed on the Nasdaq Copenhagen stock exchange.
