The Board of Directors of Initiator Pharma A/S, company reg. (CVR) no. 37663808, (“Initiator” or the “Company”) has today resolved to carry out a capital increase directed at members of executive management and key management under the long term incentive program for 2023 (“LTI2023-program”) and to conduct a buyback of shares through the market in order to sell such treasury shares to the board of directors under the LTI2023-program.
The Company's Board of Directors has today decided on the allocation of Matching Shares in accordance with terms of the LTI2023-program. In this connection, the Company has received subscription commitments from members of the executive management and key management, as well as a request from certain members of the Board of Directors to purchase existing shares. As such, the Board of Directors has today conducted a capital increase and decided to implement a share buy back directed at members of management as further described below.
The overall purpose of the Company’s incentive programs is to align the interests of the participants with the interests of the shareholders and thereby ensure a maximum long-term, value-creating commitment. It is also considered to create a long-term focus on increased earnings and growth among the participants in the program. Furthermore, incentive programs are considered to make it easier for the Company to recruit and retain key personnel.
Issuance of new shares and capital increase
The Company’s share capital has been increased by a total of nominally DKK 11,392.50 divided into 108,500 shares (the “New Shares”) as a result of a share issue to certain members of executive management and key management de be delivered as Matching Shares under the LTI2023-program. The New Shares have been issued subject to the board authorisation in article 4f in the Company’s articles of association.
The capital increase in connection with the subscription of New Shares by certain members of executive management and key management amounts to nominally DKK 11,392.50 corresponding to 108,500 shares of nominally DKK 0.105. The 108,500 New Shares have been subscribed for by cash contribution at a price of DKK 0.105 per share and as a result the Company’s gross proceeds amounts to a total of DKK 11,392.50.
The New Shares are subject to the same rights as existing shares under the Company’s articles of association and are expected to be admitted to trading on Nasdaq First North Growth Market under the existing ISIN code DK0060775872.
After the capital increase, the total nominal value of the Company’s share capital amounts to nominally DKK 5,896,627.905 divided into 56,158,361 shares of nominally DKK 0.105 each corresponding to 56,158,361 votes.
The Company’s updated articles of association will be made available on the Company’s website, when these have been registered with the Danish Business Authority.
Decision on a share buyback via the market
Today the Board of Directors in the Company also resolved to conduct a share buy-back in order for the Company to be able to sell treasury shares to certain members of the Board of Directors as Matching Shares under the LTI2023-program. The total number of shares that the Company intends to buy via the market and consequently sell to certain members of the Board of Directors is 23,000. The Company will sell the shares to certain members of the Board of Directors at a price of DKK 0.105 per share corresponding to par value.
The share buyback will be conducted subject to the authorisation to the Board of Directors to acquire treasury shares under section 198 of the Danish Companies Act. The authorisation was granted at the Annual General Meeting held on 26 May 2023.
According to the Company’s plan for the contemplated share buyback, the Company will buy back 23,000 shares at market value via Nasdaq First North Growth Market. The Company expects that the shares will be bought in a period of maximum 15 trading days, starting 14 October 2024. In connection with this share buy back the Company will not purchase shares exceeding 25% of the average daily trading volume of the Company on Nasdaq First North Growth Market on each trading day in the buyback period.
The board has decided that, if insufficient market depth or liquidity prevents a buyback through the market, treasury shares may be repurchased from executive board members and key employees. If so, this fallback option will be executed through irrevocable undertakings, leaving no discretion to the sellers.
Further the Company will not, when executing transactions under the share buy-back programme, purchase shares at a price higher than the higher of the price of the last independent trade and the highest current independent purchase bid on the trading venue where the purchase is carried out.
The Company will publish an announcement when the share buyback of 23,000 shares have been finalized.