Grant of warrants
Company announcement 21/2022
Today, the board of directors has exercised part of its current authorisation to issue a total of 2,018,009 warrants to the management, independent board members and employees in DonkeyRepublic.
The warrants are an essential part of securing long-term incentive for management in DonkeyRepublic to drive the ambitious growth plan and to ensure long-term value for all Donkey stakeholders.
The CEO Niels Henrik Rasmussen has been granted 1,324,855 warrants, 82,804 warrants were granted to each of the CFO Christian Dufft and the COO Morten Nybye-Petersen, 30,000 warrants were granted to the two independent board members, and 30,800 warrants were granted to other employees. In addition a total of 466,746 warrants were granted to the three remaining founder employees of DonkeyRepublic to formalize the post-IPO warrants as previously disclosed.
The warrants and the exercise price are distributed as follows:
| Warrant holder | Number of warrants | Exercise price (DKK) | Theoretical market value per warrant (DKK) | Vesting |
| CEO | 993,641 | 8.80 | 4.30 | 441,618 warrants shall vest on 31 December 2023. The remaining 883,237 warrants shall vest during the period 1 January 2024 through 31 December 2025 with 1/24 per month. Lower strike price shall vest before higher strike price. |
| 331,214 | 16.20 | 2.90 | ||
| CFO/COO | 62,103 | 7.00 | 4.83 | 55,202 warrants shall vest on 31 December 2023 The remaining 107,206 warrants shall vest during the period 1 January 2024 through 31 December 2025 with 1/24 per month. Lower strike price shall vest before higher strike price. |
| 62,103 | 8.80 | 4.30 | ||
| 41,402 | 16.20 | 2.90 | ||
| Board members | 30,000 | 12.40 | 3.50 | The warrants shall vest in equal monthly installments over 36 months during the period 1 September 2021 through 31 August 2024. |
| Employees | 30,800 | 8.80 | 4.30 | The warrants shall vest in equal monthly installments over 36 months during the period as of their individual starting date, last vesting to be on 28 February 2025. |
| Founders | 350,058 | 8.80 | 4.30 | 233,373 warrants have vested. The remaining 233,373 shall vest in equal monthly installments during the period 1 December 2022 through 31 May 2024 with 1/18 per month. Lower strike price shall vest before higher strike price. |
| 116,688 | 16.20 | 2.90 |
The lower strike price of DKK 8.80 per share corresponds to the diluted share price as of 14 December 2022.
The total theoretical market value of the 2,018,009 warrants amounts to DKK 7,946,874.69.
The theoretical market value of one warrant is calculated using the Black Scholes model. The key assumptions for the calculation are a share price of DKK 9.30 as of 14 December 2022, a diluted share price of DKK 8.79, volatility of 62%, and a risk-free interest rate of 2.13%
Each warrant entitles the holder to subscribe for one share of nominally DKK 0.10 in DonkeyReoublic Holding A/S at the strike price.
The warrants include conditions on accelerated vesting in case of an exit event, e.g. a takeover, merger or sale of assets.
Vested warrants can be exercised in periods of four weeks starting the day after the publication of the Company's annual report and half-year report, respectively and in case of an exit event. Warrants shall mature on 31 December 2026. Warrants that have not been exercised at maturity will lapse automatically.
The warrants are issued in accordance with article 4.2 of the Articles of Association in which the board of directors is authorized to issue up to a total of 2,400,000 warrants to board members, management and employees. The remaining authorization is 381,991 warrants.
