Press release 2017-07-07
On 14 June, 2017 Xbrane Biopharma AB (publ) announced that the Company had launched a long-term share savings program for all employees in both Sweden and Italy. The purpose of the program is to create good conditions for retaining and recruiting competent staff and to promote and stimulate continued corporate loyalty, which benefits both shareholders and employees' interests. In this press release clarifications on certain terms will be presented. Information about the long-term share savings program is now published on the Company's website, click here .
The term for the program is 2017-2019 and it is designed as a share savings measure where the employee's participation requires an investment in Xbrane shares, the so-called savings shares, up to a value of 150,000 SEK before end of February 2018. By the end of the program in 2020 the participants are offered, if approved by the AGM 2020, to purchase shares according to what is stated below or alternatively receive a cash amount equivalent to such a value up to a certain amount. For the latter alternative the program will be a form of synthetic option linked to the savings shares acquired by the respectively employee. The targets set by the Company are defined as objectives for the products Spherotide and Xlucane, and relate to the development, implementation and result from clinical studies, market approval, out licensing and sales. All employees are given the opportunity to participate in the program at the same terms.
Alternative 1) Subscription of matching and performance shares in new issue By the end of the program, the Board will propose that the AGM 2020 decides to issue new shares under this program in accordance with Chapter 16 of the Companies Act. The proposal will be that the participants in the program are offered to subscribe for one (1) matching share as well as one (1) possible performance share, based on the achievement of the Company goals, to nominal value for each savings share that they still hold. According to the current law, the decision will only be valid if it is supported by shareholders with at least nine tenths (9/10) of both the votes and the shares represented at the AGM. In this alternative, the Company will pay social security costs on the difference between the prevailing market value and the nominal value of the issued shares.
Alternative 2) Cash payment If the AGM does not approve a proposed new share issue, participants in the program will instead be compensated by a cash payment corresponding to the market value of matching shares and any performance shares less their nominal value. Also for this alternative the Company will pay social security costs on the amount. The size of a cash payment including social security costs may not exceed the total estimated salary cost of SEK 10 million for the 2017 fiscal year.
Costs and dilution Assuming full participation based on closing price per 2017-06-09 and full allocation of performance shares, the maximum dilution is 3.05%. When calculating costs for the Company and dilution for shareholders, three different scenarios have been used, low, medium and high outcomes. The effect of the different scenarios is presented in the table below. The Program is expected to have a marginal effect on the Company's key ratios.
| Low | Medium | High | |
| Participation rate | 50% | 75% | 100% |
| Employee turnover | 20% | 10% | 0% |
| Annual share price appreciation | 10% | 25% | 50% |
| Performance shares ratio | 50% | 75% | 100% |
| Total number of matching and performance shares | 35,403 | 87,562 | 181,818 |
| Value of matching and performance shares | 1,557,732 | 5,603,968 | 19,739,149 |
| Value deducted by nominal value | 1,549,795 | 5,584,338 | 19,698,388 |
| Alternative 1 - Subscription of matching and performance shares in new issue | |||
| Cost for the Company (social security costs) | 486,946 | 1,754,599 | 6,189,233 |
| Dilution | 0.59% | 1.47% | 3.05% |
| Alternative 2 - Cash payment | |||
| Cost for the Company (cash) | 1,549,795 | 5,584,338 | 7,609,192* |
| Cost for the Company (social security costs) | 486,946 | 1,754,599 | 2,390,808* |
| Total cost for Company | 2,036,741 | 7,338,937 | 10,000,000* |
| Dilution | 0% | 0% | 0% |
*The ceiling on the cash payment limits the amount that would otherwise have been SEK 19,698,388 + SEK 6,189,233.
A participant is liable for any tax (excluding employer social security charges) or charges which are incurred by the participant's participation in the program.
By the end of February 2018, when the window for participation in the program closes, the number of participating shares in the program will be announced to the market.
This share saving program has been prepared by the Board's Remuneration Committee and, as stated above, the outcome is conditional upon the decision of the AGM 2020.
CEO Martin Åmark comments: "In a research-intensive company like Xbrane, our employees are absolutely the most critical resource for the Company. With this program we create an attractive opportunity for employees to become shareholders in Xbrane and long-term incentives to achieve our goals. "
About Xbrane Xbrane is a commercial phase Swedish biopharmaceutical company specialized in biosimilars and long acting injectables. Xbrane has world leading expertise in developing generics for long acting injectable drugs and proprietary high-yield protein expression technology for the development of biosimilars. Xbrane's headquarter is located in Stockholm and the company's in-house research and development facilities are in Sweden and Italy. Xbrane is listed at Nasdaq First North since February 3 rd , 2016 under the name XBRANE and Avanza Bank AB is Xbrane's certified adviser. For more information see www.xbrane.com .
For further information, please contact: Martin Åmark Chief Executive Officer M: +46 (0) 763-093 777 E: martin.amark@xbrane.com
Susanna Helgesen CFO/IR, Xbrane Biopharma AB M: +46 (0) 708-278 636 E: susanna.helgesen@xbrane.com
This information is information that Xbrane Biopharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 13.00 July 7 2017.
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