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18 Share capital
As of December 31, 2010, the subscribed share capital
was equal to EUR 1,452,875.60, divided into 7,264,378
ordinary shares with nominal value equal to EUR 0.20
each. The authorized share capital is equal to EUR
1,622,875.60 (divided into n. 8,114,378 ordinary shares).
As, during the year, no capital increases were subscribed,
the share capital at December 31, 2011, coincides
with the one as of December 31, 2010.
A summary of the changes in share capital is as follows:
(In euro)
Total
As of December 31, 2009 – Newron Group 1,311,510.40
– issue of ordinary shares (SEDA executions) 9,286.20
– issue of ordinary shares (capital increase) 132,079.00
As of December 31, 2010 – Newron Group 1,452,875.60
As of December 31, 2011 – Newron Group 1,452,875.60
Please refer to note 31 for additional information.
19 Share premium and other reserves
(In thousand euro) As of December 31
2011 2010
At the beginning of the year 36,551 52,399
Loss allocation (23,724) (18,893)
Issue of shares 0 3,210
Share capital issue costs 0 (166)
At the end of the period 12,827 36,551
20 Share options
To incentivize the efforts of employees, directors
and certain consultants directed at the growth of the
Company and its subsidiaries in the medium term, the
Group has approved four Share Option Plans: the first
in October 2003 (ESOP 2003); the second in July 2004
(ESOP 2004) expired on April 2009; the third in June 2007
(ESOP 2007); the fourth in April 2009 (ESOP 2009)
and the fifth in March 2011 (ESOP 2011) as described
below. The options have been awarded free of charge.
On March 24, 2011, the Group’s Board of Directors has
approved (i) to establish a new option plan (ESOP
2011) and (ii) to modify the existing ones in order to
take into consideration the financial markets’
adverse development in the last years and Newron’s
share price fluctu ation after the SERENA trial outcome.
As a consequence, all holders of stock options
or phantom options under the 2007 and 2009 plans
from the day of the Board decision onwards and prior
to the date of the expiration date under the 2007 and
2009 plans at their discretion can opt to convert four of
the stock options or stock appreciation rights they
have been assigned under such plans into three new
stock options under the same plan. These three new
stock options come with a renewed 1-year vesting period
and will expire uniformly as at December 31, 2012.
Their exercise price will be the market price at the date
of assignment. All participants have already converted
their old options into the new ones.
During the same meeting, the Group’s Board of Directors
granted to certain employees and consultants of the
Company a total of 192,230 options of which 16,484 under
the 2007 plan, 21,892 under the 2009 plan and 153,854
under the 2011 plan. All options have been granted free
of charge and have an exercise price equal to EUR 5.29
each. Options granted under 2007 and 2009 plan were
all vested on March 24, 2012, and will expire on December
31, 2012; options assigned under the 2011 plan
which will be vested on March 24, 2014, and will expire
on March 30, 2020.
By December 31, 2011, options to acquire a total of
22,000 shares under the 2003 plan, had expired.
During the year 2011 some employees left the Company
waiving a total of 5,250 options granted under
the 2007 plan.
Notes to the Consolidated Financial Statements – Newron Annual Report 2011 61