AnalytischDenker schreef op 24 januari 2019 14:55:
Pagina 88 - prospectus Adyen
Warrant AgreementAs part of a commercial agreement entered into by and between Adyen and a merchant (the "Holder"), Adyen, on 31 January 2018, issued a warrant to the Holder. The Holder is entitled to acquire a fixed number of Shares in a series of four tranches (each a "Tranche") for cash, at a specified price per Share upon the terms and conditions set forth in the warrant agreement (the "Warrant").
The ability of the Holder to exercise the Warrant in respect of a specific Tranche is linked to meeting significant milestones with respect to processed volume on a calendar year basis. If and when the relevant milestone is reached, the Warrant becomes exercisable in respect of the corresponding Tranche of Shares up until the Warrant expiration date of 31 January 2025. The maximum number of Tranches that can vest in one calendar year is two.
Pursuant to the Warrant, under each Tranche, the Holder has the right to acquire such number of Shares (the "Warrant Shares") as is equal to 1.25% of the Company's fully diluted issued and outstanding share capital as at 31 January 2018 (including dilution from all Warrant Shares). Also see "Description of Share Capital — Shares and Share Capital – Outstanding Rights to acquire or subscribe for Shares". The exercise price per Share in relation to the first two Tranches under the Warrant should be equal to the Offer Price, and the exercise price per Share in relation to the final two Tranches should be equal to the closing price per Share reported on Euronext Amsterdam on the date on which the milestone for the second Tranche is achieved.
The Warrant contains customary anti-dilution provisions as well as provisions providing for the treatment of the Warrant upon a merger or acquisition of the Company into or by another person or entity (including the acquisition by a single party (or concert of parties) holding a majority of the Company's then total outstanding combined voting power). Upon the acquisition of the Company by a non-strategic acquirer between 2018 and 2021, the Holder would be allowed to exercise all or certain of the unvested Tranches and all unexercised vested Tranches in a decreasing scale per year. Upon the acquisition of the Company by a limited number of strategic acquirers, the Holder would be allowed to immediately exercise all Tranches. For any acquisition of the Company in or after 2022, the Holder would only be allowed to exercise the Tranches for which the relevant milestone has been reached
Adyen considers this agreement to be of an exceptional nature and does not, as of the date of this Prospectus, expect to conclude similar agreements in the short term.
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