EANS-News: Intercell AG Intercell publishes mandatory report regarding annual
stock option grant
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Company Information
Wien (euro adhoc) - Vienna (Austria), December 9, 2011 - Intercell AG (VSE:
ICLL) today published the following report required under Austrian law in
connection with the grant of 1,500,000 stock options to management and employees
under an authorization which was approved by the Annual Shareholders Meeting
held in June 2011. Under the terms of the company´s option program, options will
vest during the next five years and will only be exercisable in case of an
increase of Intercell´s share price of at least 15 percent. In addition, the
company announced that its members of the management and supervisory boards are
returning 542,000 outstanding options granted in the years 2007, 2008 and 2009.
INTERCELL AG
Report pursuant to Section 159 Para 3 and Para 2 lit 3 and Section 95 Para 6 of
the Austrian Stock Corporation Act
Stock Option Program
Pursuant to Section 4.11 of the Articles of Association in accordance with
Section 159 Para 3 of the Stock Corporation Act the Management Board is
authorized to increase the share capital until June 10, 2016 by up to a nominal
amount of EUR 1,500,000.00 in one or several tranches to allocate stock options
to employees, executive employees and members of the Management Board of the
Company or its subsidiaries subject to the approval of the Supervisory Board
(authorised conditional capital 2011).
On December 9, 2011, the Management Board has, in accordance with the
aforementioned authorisation, passed the resolution to conditionally increase
the share capital of the Company by EUR 1,500,000 through the issuance of up to
1,500,000 new ordinary no-par value bearer shares with a nominal value of EUR
1.00 per share. The share capital shall be increased only to the extent that the
beneficiary option holders to whom stock options were allocated actually
exercise their subscription rights. The resolution of the Management Board has
to be authorized by a resolution of the Supervisory Board. At least two weeks
before the resolution of the Supervisory Board is passed, a report pursuant to
Section 159 Para 3 and Para 2 lit 3 of the Stock Corporation Act has to be
published according to Section 82 Para 9 and Para 8 of the Austrian Stock
Exchange Act. Publication pursuant to the Stock Exchange Act replaces
publication under the Law on Stock Corporations (Section 82 para 10 Stock
Exchange Act).
Principles and incentives underlying the options
Trough the issuance of stock options, the motivation of the beneficiary option
holders to contribute to the value creation of the Company shall be increased.
Existing options and granting of options
Until now, the following numbers of stock options have been granted (excluding
options that have been cancelled):
Beneficiaries Numbers of options
Members of the Supervisory Board
Michel Gréco(Chairman) 53,750
Ernst Afting 61,250
James R. Sulat 52,500
Alexander von Gabain 270,000
Hans Wigzell 55,000
Thomas Szucs 10,000
Members of the Management Board
Thomas Lingelbach 450,000
Reinhard Kandera 272,000
Stapha Bakali 150,000
Executive employees 578,400
Other employees 221,875
Employees of subsidiaries 683,071
Total 2,857,846
The table still includes 542,000 options granted in the years 2007, 2008 and
2009, which the members of the management and supervisory boards are returning
to the Company.
Now, an additional number of 1,500,000 options shall be granted, thereof 178,000
to employees, 379,000 to executive employees, 493,000 to employees of
subsidiaries, 150.000 to the member of the Management Board Thomas Lingelbach,
150.000 to the member of the Management Board Staph Bakali and 150.000 to the
member of the Management Board Reinhard Kandera. As underlying shares to serve
the exercise of these options new shares from the above mentioned conditional
capital shall be used and partly also own shares of treasury stock may be used,
therefore the report is also submitted according to Section 95 Para 6 Stock
Corporation Act by the Management Board and by the Supervisory Board.
The number of stock options offered to each employee and executive employee are
subject to a resolution of the Management Board according to the principles
stated in the ESOP 2011. The allocation of stock options to the members of the
Management Board is subject of a resolution of the Supervisory Board.
Principle conditions of the stock option agreements
(i) Each beneficiary is entitled, subject to the detailed provisions of a stock
options agreement, which includes the provisions of the ESOP 2011, and subject
to the payment of the strike price to convert one option into one share. The
strike price, i.e. the price which the beneficiaries have to pay to the Company
in order to exercise their options, shall be EUR 1.94 (the last closing price of
the Intercell share prior to the publication of this report). If the last
closing share price prior to the date of the resolution of the Supervisory Board
is higher, such higher price shall be the strike price.
(ii) The exercise of the options is subject to the achievement of an exercise
hurdle. The exercise hurdle is achieved if the closing price of the Intercell
share on the day prior to the start of an execution window is at least 15
percent above the strike price.
(iii) The term of the options is limited with the expiry of the execution window
in the fifth year following the calendar year in which the options were granted.
25% of the options granted to the beneficiaries become exercisable in each of
the second, the third, the fourth and the fifth year following the year in which
the options were granted. For options that are granted as special incentive, in
particular in connection with the engagement of new executive members the first
exercise can be determined deviant. In case of a change of control through
taking over of more than 50% of the proportion of the voting rights of the
Company all outstanding options are exercisable with the effectiveness of the
take over. In any other case the options are only exercisable during an
execution window.
(iv) The execution windows are periods of up to four weeks each, determined by
the management board of the Company. An annual execution window starts the day
after every annual ordinary shareholder´s meeting during the term of the
options, in which the options may be exercised. The management board may
determine an additional execution window per year. The time when an option
becomes first exercise will not be affected by this.
(v) The options are not transferable except for a transfer by death.
(vi) No lock-up period exists with respect to the shares received from
exercising the options.
(vii) The ESOP 2011 is available at the Company´s head offices and may be
inspected by every shareholder. Upon request, every shareholder shall receive a
copy of the ESOP 2011 in a timely manner and free of charge.
Vienna, December 9, 2011
INTERCELL AG
Management Board
Supervisory Board
Further inquiry note:
Intercell AG
Nina Waibel
Corporate Communications
Tel. +43 1 20620-1222
communications@intercell.com
end of announcement euro adhoc
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company: Intercell AG
Campus Vienna Biocenter 3
A-1030 Wien
phone: +43 1 20620-0
FAX: +43 1 20620-800
mail: investors@intercell.com
WWW: www.intercell.com
sector: Biotechnology
ISIN: AT0000612601
indexes: ATX Prime
stockmarkets: official market: Wien
language: English