NotE 25 - Equity

Share capital as of 31 August 2019 consists of 26,321,393 shares, consisting of ordinary shares with a quota value of SEK 0.025974. The shares have a voting value of 1 vote/share. All shares issued by the parent company are fully paid.

As of the closing date of 31 August 2019, the company has three outstanding option schemes. No other warrants have been submitted previously by the company or its subsidiaries. No options or warrants have been exercised.

About the programs 2017/2020:1 and 2017/2020:2

All options were issued for a competitive premium. When all options, totaling 469,246, are utilized, the company’s share capital will increase by a maximum of SEK 12,194 distributed across 469,246 shares. As of the closing date, 469,246 options were not utilized.

The MAG Interactive warrant program was approved by the EGM on February 28 2017. The personel warrant program is built to give a long term incentive for employees to deliver on a long term share holder value. Through the plan each participant acquires warrants that vest during the following 36 month period. The allocation is determined by the board and no employee has contractual right to participation or allocation.

The number of warrants earned depends on the employee time for each individual employee, aka vesting. The vested warrants can be exercised in the period April-June 2020.

The price paid for the warrants by each employee was the market price as calculated by an independent external advisor. Each warrant gives the right to subscribe for one share in MAG Interactive Ab (publ).

The strike price is SEK 15.

During the financial year 2018/19 warrants for a total value of 77 KSEK (28 KSEK) have been repurchased.

Current value of ongoing programs

All outstanding warrants in the company were purchased by employees at a calculated market value. The calculations were based on standard practice methods and were performed by an external advisor. Since the time of issuing the warrants the company was listed and preference shares were changed to common shares. The value of the options at the allotted date was 2 SEK. 

About the program 2019/2022 Long-term incentive program (LTIP 2018)

In total, the LTIP 2018 consist of no more than 526,428 employee stock options, entitling to subscription for an equal number of shares. Each employee stock option entitles the holder to acquire one (1) new share against cash consideration at an exercise price of SEK 30. Till det långsiktigt incitamentsprogrammet tillkommer emission av teckningsoptioner och överlåtelse av aktier och/eller teckningsoptioner. 

As of the closing date, 490,000 options were not utilized.

The allotted employee stock options will be vested over a three-year period in accordance with the following:

a) 1/3 of the allotted employee stock options will be vested on 1 March 2020; 
b) 1/3 of the allotted employee stock options will be vested on 1 March 2021; and 
c) 1/3 of the allotted employee stock options will be vested on 1 March 2022.

The employee stock options shall be allotted without consideration. The holders can exercise allotted and vested employee stock options during the period from and including 2 March 2022 up to and including 2 April 2022.

MAG Interactive’s stock option program for employees was approved by the shareholders at the Annual General Meeting held on December 18, 2018. The reasons for the long-term incentive program is that it should contribute to the possibilities to retain and attract qualified personnel and to increase motivation for the executive management and other employees by being involved in and working for a positive value increase of the shares during the period covered by the LTIP 2018.

In order to enable delivery of shares under the LTIP 2018, an issue of not more than 526,428 warrants, free of charge, has been made to MAG United AB. Each warrant entitles to subscription for one (1) share in MAG Interactive AB (publ) during the period from the registration of the warrants with the Swedish Companies Registration Office up to and including 15 May 2022 at an exercise price of SEK 30. If the warrants are exercised in full the share capital will increase by SEK 13,673. The subscription for warrants shall be made no later than 15 March 2019. However, the board of directors shall be entitled to extend the subscription period. There can be no over-subscription.

MAG United AB has been granted permission to transfer shares to the participants in the LTIP 2018 program in connection with exercise of the employee stock options in accordance with a number of terms.

Current value of ongoing program

The employee stock options do not have a market value since they are not transferable. The value of the options at the allotted date was 0 SEK.

Costs for share related incentive programs

The total cost for developing and executing on the LTIP 2018 program was 200 KSEK.

Management short term incentive program (STI)

During the financial year 2018/19 no specific show term incentive program for management existed. Specifically no program based on shares.