Share related incentive programmes

Warrants giving right to subscribe for new shares inGomSpace Group ABhave been issued under two different incentive programmes for employees (including senior management). The first incentive programme was adopted at the annual general meeting held on 27 April 2017 (subsequently expanded by an extraordinary general meeting held on 24 August 2017). The second incentive programme was adopted at the annual general meeting held on 26 April 2018.   

In total, 402,424 warrants were issued under the first incentive programme and 327,111 warrants were issued under the second incentive programme. 

Under both incentive programmes, allocation is subject to continued employment and to be made in accordance with a vesting structure according to which the total number of warrants to each employee is to be allocated in four equal portions on every 27 April in the years 2017 to 2020, in respect of the first incentive programme, and in four equal portions on every 26 April in the years 2018 to 2021, in respect of the second incentive programme. Hence, the total number of warrants possible to exercise for subscription of new shares will depend on the continued employment of the respective participant and is also subject to certain customary good and bad leaver provisions.   

When issued, warrants under the first incentive programme entitled to subscription of a corresponding number of new shares at a subscription price of SEK 54.10 per share and warrants issued under the second incentive programme entitled to subscription of a corresponding number of new shares at a subscription price of SEK 64.90 per share. Following the issuance of new shares with preferential rights for the shareholders in November/December 2018, the subscription price per new share and the number of new shares each warrant entitles to subscription of has been adjusted/recalculated in accordance with the terms and conditions applicable for the respective incentive programme. As of today, each warrant issued under the first incentive programme entitles to subscription of 1.2 new shares at a subscription price of SEK 45.10 per share and each warrant issued under the second incentive programme entitles to subscription of 1.2 new shares at a subscription price of SEK 54.10 per share. Pursuant to the Swedish Companies Act, it is not possible to issue fractions of new shares meaning that any excess fractions will be disregarded when warrants are exercised for subscription of new shares. 

Warrants issued under the first incentive programme may be exercised for subscription of new shares during the period from and including 27 April 2020 until and including 27 April 2021 and warrants issued under the second incentive programme may be exercised for subscription of new shares during the period from and including 26 April 2021 until and including 26 April 2022.

Assuming that all warrants under both incentive programmes are transferred to and exercised by the participants for subscription of new shares, the company’s share capital will increase with SEK 61,280.87 divided into 875,441 new shares, each with a quotient (par) value of SEK 0.07 (subject to any additional recalculation in accordance with the terms and conditions for the warrants). This would lead to a dilution corresponding to approximately 1.65 percent of the share capital and number of shares and votes in the company (calculation based on the share capital (SEK 3,659,236.21) and number of shares (52,274,803) in the company as of today). The dilution calculation does however not take into account any excess fractions in respect of individual holdings (see above) meaning that the potential dilution may be less than the aforementioned.

There are no share or share-price related incentive programmes outstanding in the company other than the warrants described above.

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