XML 36 R16.htm IDEA: XBRL DOCUMENT v3.21.1
Share-Based Compensation
12 Months Ended
Mar. 31, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 9. Share-Based Compensation

The Company records share-based compensation expense in respect of options and restricted share units (“RSUs”), issued under its share incentive plans and in respect of deferred shares issued to employees. Share-based compensation expense amounted to $4,984 in the year ended March 31, 2021, $4,467 in the year ended March 31, 2020 and $4,957 in the year ended March 31, 2019.

Option Plans

The 2012 Option Plan (the “Option Plan”) was designed in order to grant options on ordinary shares in the capital of the Company to certain of its directors and employees. The purpose of the Option Plan is to provide employees with an opportunity to participate directly in the growth of the value of the Company by receiving options for shares.

Each option may be exercised for one ordinary share of the Company.

The 2012 Option Plan was approved by the shareholders on February 16, 2012.

The total number of shares in respect of which options may be granted under the 2012 Option Plan is limited at 839,509. Options that lapse or are forfeited are available to be granted again.

Options generally vest over a period of three years but certain employees have shorter vesting periods. The contractual life of all options is 10 years. Options were not exercisable before the Company became a public company and all outstanding options become exercisable in the event of an acquisition of 75% or more of the share capital of the Company by a third party. No further awards will be granted under the 2012 Option Plan.  

The 2014 Stock Incentive Plan was approved by the directors and shareholders immediately prior to the Company’s initial public offering in April 2014. The 2014 Plan was designed to provide flexibility to attract and retain the services of qualified employees, officers, directors, consultants and other service providers upon whose judgment, initiative and efforts the successful conduct and development of the business depends, and to provide additional incentives to such persons to devote their effort and skill to the advancement and betterment of the Company, by providing them an opportunity to participate in the ownership of the Company and thereby have an interest in its success and increased value.

Under the 2014 Plan, 1,500,000 ordinary shares were initially reserved for issuance. This number is subject to adjustment in the event of a recapitalization, share split, share consolidation, reclassification, share dividend or other change in the Company’s capital structure and automatically increases annually on April 1 of each year. A resolution passed at the Annual Shareholder meeting held on October 29, 2020 amended this annual automatic increase to 0.75% of the number of ordinary shares issued and outstanding on the immediately preceding March 31, or such lesser number of shares as determined by the Board or the remuneration committee. The number of shares reserved for issuance under the plan was also increased by 750,000 as a result of a resolution passed at the Annual Shareholder meeting held on October 28, 2016, by 550,000 as a result of a resolution passed at the Annual Shareholder meeting held on October 31, 2018 and by a further 750,000 as a result of a resolution passed at the Annual Shareholder meeting held on October 29, 2020. The plan provides for the issuance of share options, restricted shares, RSUs (including multi-year performance based restricted share units or “MRSUs) or share appreciation rights (“SARs”). The Company has only issued options, RSUs and MRSUs under the plan prior to March 31, 2021. To the extent that an award terminates, or expires for any reason, then any shares subject to the award may be used again for new grants. However, shares which are (i) not issued or delivered as a result of the net settlement of outstanding SARs or options; (ii) used to pay the exercise price related to outstanding options; (iii) used to pay withholding taxes related to outstanding options or SARs; or (iv) repurchased on the open market with the proceeds from an option exercise, will not be available for grant under the 2014 Plan.

Share option activity

The following table summarizes share option activity:

 

 

 

Number

of Share

Options

Outstanding

 

 

Weighted

Average

Exercise Price

 

 

Weighted

Average

Remaining Contractual Life

(Months)

 

Outstanding — March 31, 2018

 

 

2,096,283

 

 

$

7.79

 

 

 

84

 

Granted

 

 

189,552

 

 

 

6.59

 

 

 

120

 

Exercised

 

 

(253,066

)

 

 

5.14

 

 

 

 

Forfeited

 

 

(96,372

)

 

 

12.69

 

 

 

 

Outstanding — March 31, 2019

 

 

1,936,397

 

 

$

7.77

 

 

 

78

 

Granted

 

 

110,623

 

 

 

8.44

 

 

 

120

 

Exercised

 

 

(103,264

)

 

 

4.77

 

 

 

 

Forfeited

 

 

(95,704

)

 

 

12.53

 

 

 

 

Outstanding — March 31, 2020

 

 

1,848,052

 

 

$

7.73

 

 

 

70

 

Granted

 

 

258,026

 

 

 

5.38

 

 

 

120

 

Exercised

 

 

(147,264

)

 

 

1.18

 

 

 

 

Forfeited

 

 

(148,029

)

 

 

10.76

 

 

 

 

Outstanding — March 31, 2021

 

 

1,810,785

 

 

$

7.69

 

 

 

68

 

Exercisable  —March 31, 2021

 

 

1,497,464

 

 

$

8.11

 

 

 

59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The following table summarizes the options granted in the year ended March 31, 2021 with their exercise prices, the fair value of ordinary shares as of the applicable grant date, and the intrinsic value, if any:

Grant Date

 

Number of

Options Granted

 

 

Exercise Price

 

 

Ordinary

Shares

Fair Value Per

Share at Grant

Date

 

 

Per Share

Intrinsic

Value of

Options

 

May 24, 2020

 

 

60,438

 

 

$

7.69

 

 

$

7.69

 

 

$

4.96

 

September 1, 2020 (1)

 

 

45,922

 

 

4.81

 

 

4.81

 

 

3.07

 

October 29, 2020

 

 

81,666

 

 

 

4.55

 

 

 

4.55

 

 

 

2.93

 

October 31, 2020

 

 

70,000

 

 

4.72

 

 

4.72

 

 

3.05

 

 

(1)

On September 1, 2020, in connection with the appointment of Dr Catherine Larue and Dr Isabelle Buckle to the Board of Directors, we granted each of  Dr Larue and Dr Buckle 20,790 options to purchase ordinary shares at an exercise price of $4.81 per share. These grants, which were issued outside of our 2014 Stock Incentive Plan, were approved by our Board of Directors and the Remuneration Committee of our Board pursuant to the inducement grant exception under Nasdaq Rule

 

5635(c)(4), as an inducement that is material to Dr Larue and Dr Buckle joining our Board. The options vest in three equal installments on each first, second and third anniversary of the grant date. The options have a term of ten years and will be forfeited if not exercised before the expiration of their term. In addition, in the event Dr Larue’s or Dr Buckle’s Board service is terminated, any options not vested shall be forfeited upon termination.

 

Determining the fair value of share options

The fair value of each grant of share options was determined by the Company using the Black-Scholes options pricing model. The total fair value of option awards in the years ended March 31, 2021, March 31, 2020 and March 31, 2019 amounted to $889, $588 and $676, respectively.

Assumptions used in the option pricing models are discussed below. Each of these inputs is subjective and generally requires significant judgment to determine.

Expected volatility. The expected volatility was based on the historical share volatility of the Company’s ordinary shares over a period equal to the expected terms of the options.

Fair value of ordinary shares. Since the Company’s initial public offering in April 2014, the fair value of ordinary shares has been based on the share price of the Company’s shares on the Nasdaq Global Market immediately prior to the grant of the options concerned.

Risk-Free Interest Rate. The risk-free interest rate is based on the UK Government 10 year bond yield curve in effect at the time of grant prior to the initial public offering and 10 year U.S. Treasury Stock for awards from April 2014 onwards.

Expected term. The expected term is determined after giving consideration to the contractual terms of the share-based awards, graded vesting schedules ranging from one to three years and expectations of future employee behavior as influenced by changes to the terms of its share-based awards.

Expected dividend. According to the terms of the awards, the exercise price of the options is adjusted to take into account any dividends paid. As a result, dividends are not required as an input to the model, as these reductions in the share price are offset by a corresponding reduction in exercise price.

A summary of the weighted-average assumptions applicable to the share options is as follows:

 

 

 

Year ended March 31,

 

 

 

2021

 

 

2020

 

 

2019

 

Risk-free interest rate

 

 

0.77

%

 

 

1.84

%

 

 

3.08

%

Expected lives (years)

 

6

 

 

 

6

 

 

 

6

 

Volatility

 

 

73.70

%

 

 

69.43

%

 

 

67.19

%

Dividend yield

 

 

 

 

 

 

 

 

 

Grant date fair value (per share)

 

$

5.38

 

 

$

8.44

 

 

$

6.14

 

Number granted

 

 

258,026

 

 

 

110,623

 

 

 

189,552

 

RSU Activity

A summary of the RSUs in issue at March 31, 2021 is as follows:

 

 

 

Number

of RSUs

Outstanding

 

 

Weighted

Average

Remaining

Vesting Period

(Months)

 

Period in which the

target must be

achieved

RSUs subject to time based vesting

 

 

783,759

 

 

10

 

N/A

RSUs subject to milestone based vesting

 

 

118,650

 

 

N/A

 

N/A

At March 31, 2021, 783,759 RSUs were subject to time based vesting and the weighted average remaining vesting period was 10 months.  In addition, 118,650 RSUs were subject to vesting based on the achievement of various milestones relating to the development, approval and marketing of MosaiQ.

 

The fair value of the Company’s ordinary shares was $3.68 per share on March 31, 2021.

As of March 31, 2021, total compensation cost related to share options and RSUs granted but not yet recognized was $4,608 net of estimated forfeitures. This cost will be amortized to expense over a weighted average remaining period of 18 months and will be adjusted for subsequent changes in estimated forfeitures.