Board/Management Information • Nov 30, 2012
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Copenhagen, 2012-11-30 09:33 CET (GLOBE NEWSWIRE) -- Zealand Pharma A/S (NASDAQ
OMX Copenhagen: ZEAL), a Danish biopharmaceutical company dedicated to the
discovery and development of innovative peptide drugs, announces that the
company’s Board of Directors has decided to establish a new warrant program for
members of executive management under the authority pursuant to Section 8.1 of
the company’s Articles of Association, granted on the General Meeting of 2
November 2010. A similar warrant program was decided and announced in November
2011 (Company Announcement no. 19/2011).
The grant of warrants is a reflection of Zealand Pharma’s objective to attract
and retain first-rate employees and thus support long-term shareholder value
creation. The grant of warrants shall help ensure short and long term common
interests between the management and the shareholders of the company.
A total of up to 214,883 warrants will be awarded, giving the right to
subscription of up to 214,883 new Zealand Pharma shares of DKK 1 nominal value
each. The exercise price is fixed at DKK 113.30, reflecting the closing price
of the company’s shares on NASDAQ OMX Copenhagen on Friday 16 November plus
10%.
The exercise of the awarded warrants may take place, in whole or in part, in
the period from 19 November 2015 until and including 19 November 2017. The
exercise is to be completed within a four week period following the publication
of Zealand Pharma’s annual report or interim reports (for the first quarter,
first half or first nine months, respectively).
Pursuant to Section 28.a of the Danish Securities Trading Act, the following
persons who are subject to a reporting obligation will receive warrants under
the new program:
Name Title Number of warrants
David Solomon President and CEO 90.807
Mats Blom SVP and CFO 31.019
John Hyttel SVP and COO 31.019
Christian Grøndahl EVP and CSO 31.019
Arvind M. Hundal SVP and CBO 31.019
The awarded warrants are estimated to have a total market value of approx. DKK
5,105,881, calculated on basis of the Black-Scholes model, including a
volatility of 28.5, an interest level of 0.86 % and a share price of DKK 103.
The terms of the Warrant program
In the event that an employee leaves the company, Sections 4 and 5 of the
Danish Act on Exercise of Options or Subscription Rights for Shares etc. in
Employment Relationships shall apply. The terms and conditions set forth in
this Act imply the following:
If the employee leaves the employment by giving notice of termination, the
right to exercise granted warrants will lapse. However, where the exercise
period of the warrants has commenced before termination of the employment, the
warrants may be exercised until the date where the employee leaves the company.
The right to be granted options will also lapse after expiry of the employment.
In case the employment ceases due to termination by the employer and such
termination is not caused by a breach on the part of the employee, the employee
retains the right to all granted warrants irrespective of whether the exercise
period has commenced before the employee leaves the company. The same applies
to the instances described in Section 4 (2) of the Danish Act on Exercise of
Options or Subscription Rights for Shares etc. in Employment Relationships
(termination due to age/retirement) and Section 4 (3) (termination due to gross
breach on the part of the employer).
If the employment ceases due to termination by the employer and such
termination is caused by a breach on the part of the employee, or in the event
that the employee is summarily dismissed for cause, the right to granted
warrants will cease as from the date of expiry of the employment. Where the
exercise period of the warrants has commenced before termination of the
employment, the warrants may be exercised until the date where the employee
leaves the company.
# # #
For further information, please contact:
Hanne Leth Hillman, Vice President for IR & Corporate Communication,
Tel: +45 5060 3689, [email protected]
About Zealand Pharma
Zealand Pharma A/S (NASDAQ OMX Copenhagen: ZEAL) is a biotechnology company
based in Copenhagen, Denmark. Zealand Pharma specializes in the discovery,
optimization and development of novel peptide drugs and has a broad and mature
pipeline of drug candidates identified through its own drug discovery
activities. The company’s focus lies in the field of diabetes/metabolic
diseases, and its lead drug invention is lixisenatide (Lyxumia®)1, a once-daily
GLP-1 agonist, which is licensed to Sanofi for the treatment of Type 2
diabetes. In November 2012, lixisenatide was given a CHMP positive opinion in
Europe and a regulatory filing in the United States is expected in December
2012.
Zealand Pharma has a partnering strategy for the development and
commercialization of its products and in addition to the collaboration with
Sanofi in type 2 diabetes, the company has partnerships with Boehringer
Ingelheim in diabetes/obesity, Abbott in acute kidney injury and Helsinn
Healthcare in chemotherapy induced diarrhea. Zealand Pharma focuses its
activities in disease areas where existing treatments fail to adequately serve
patient needs and where the market potential for improved treatments through
the use of peptide drugs is high. For further information:
www.zealandpharma.com
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