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Financial Assets and Liabilities
3 Months Ended
Mar. 31, 2024
Disclosure of detailed information about financial instruments [abstract]  
Financial Assets and Liabilities

Note 10—Financial Assets and Liabilities

The following table specifies financial assets and liabilities:

 

March 31,
2024

 

 

December 31,
2023

 

 

(EUR’000)

 

Financial assets by category

 

 

 

 

 

 

Trade receivables

 

 

41,092

 

 

 

35,874

 

Other receivables (excluding income tax and indirect tax receivables)

 

 

4,845

 

 

 

3,909

 

Marketable securities

 

 

 

 

 

7,275

 

Cash and cash equivalents

 

 

320,239

 

 

 

392,164

 

Financial assets measured at amortized cost

 

 

366,176

 

 

 

439,222

 

Total financial assets

 

 

366,176

 

 

 

439,222

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current assets

 

 

2,129

 

 

 

2,127

 

Current assets

 

 

364,047

 

 

 

437,095

 

Total financial assets

 

 

366,176

 

 

 

439,222

 

 

 

 

 

 

 

Financial liabilities by category

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

Convertible senior notes

 

 

424,984

 

 

 

407,095

 

Royalty funding liabilities

 

 

146,233

 

 

 

138,377

 

Lease liabilities

 

 

97,797

 

 

 

98,793

 

Trade payables and accrued expenses

 

 

94,526

 

 

 

94,566

 

Other liabilities (excluding income tax, indirect tax, and employee related payables)

 

 

299

 

 

 

 

Financial liabilities measured at amortized cost

 

 

763,839

 

 

 

738,831

 

Derivative liabilities

 

 

197,291

 

 

 

143,296

 

Financial liabilities measured at fair value through profit or loss

 

 

197,291

 

 

 

143,296

 

Total financial liabilities

 

 

961,130

 

 

 

882,127

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current liabilities

 

 

229,627

 

 

 

222,996

 

Current liabilities

 

 

731,503

 

 

 

659,131

 

Total financial liabilities

 

 

961,130

 

 

 

882,127

 

Convertible Senior Notes

In March 2022, the Company issued an aggregate principal amount of $575.0 million of fixed rate 2.25% convertible notes. The net proceeds from the offering of the convertible notes were $557.9 million (€503.3 million) after deducting the initial purchasers’ discounts and commissions and offering expenses. The convertible notes rank equally in right of payment with all future senior unsecured indebtedness. Unless earlier converted or redeemed, the convertible notes will mature on April 1, 2028.

The convertible notes accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year. At any time before the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their convertible notes at their option into the Company’s ordinary shares represented by ADSs, together, if applicable, with cash in lieu of any fractional ADS, at the then-applicable conversion rate. The initial conversion rate is 6.0118 ADSs per $1,000 principal amount of convertible notes, which represents an initial conversion price of $166.34 per ADS. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

The convertible notes will be optionally redeemable, in whole or in part (subject to certain limitations), at the Company’s option at any time, and from time to time, on or after April 7, 2025, but only if the last reported sale price per ADS exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related optional redemption notice; and (ii) the trading day immediately before the date the Company sends such notice.

On March 31, 2024, the carrying amount of the convertible notes was €425.0 million, and the fair value was approximately €387.3 million. Fair value cannot be measured based on quoted prices in active markets or other observable input, and accordingly the fair value was measured by using an estimated market rate for an equivalent non-convertible instrument.

Royalty Funding Liabilities

In September 2023, the Company entered into a $150.0 million capped synthetic royalty funding agreement (the “Royalty Pharma Agreement”) with Royalty Pharma (the “Purchaser”). The net proceeds were $146.3 million (€136.3 million) after deducting offering expenses.

Under the terms of the Royalty Pharma Agreement, the Company received an upfront payment of $150.0 million (the “Purchase Price”) in exchange for a 9.15% royalty on net U.S. SKYTROFA revenue, beginning on January 1, 2025 (the “Revenue Interest Payments”). The Revenue Interest Payments to the Purchaser will cease upon reaching a multiple of the Purchase Price of 1.925x, or 1.65x if the Purchaser receives Revenue Interest Payments in that amount by December 31, 2031.

The Royalty Pharma Agreement includes a buy-out option, which provides the Company with the right to settle all outstanding liabilities at any time by paying a buy-out amount equal to 1.925 times the Purchase Price minus the Revenue Interest Payments paid to the Purchaser as of the effective date of the buy-out notice. However, if the buy-out notice is provided on or prior to December 31, 2028, and the Company has paid the Purchaser Revenue Interest Payments equal to the Purchase Price as of the date of the buy-out notice, then the buy-out amount equal to 1.65 times the Purchase Price minus the Revenue Interest Payments paid to the Purchaser as of the effective date of the buy-out notice.

On March 31, 2024, the carrying amount of the royalty funding liabilities was €146.2 million, and the fair value was approximately €150.2 million. Fair value cannot be measured based on quoted prices in active markets or other observable input, and accordingly the fair value was measured by using an estimated market rate for an equivalent instrument.

Derivative Liabilities

Derivative liabilities relate to the foreign currency conversion option embedded in the convertible notes.

Fair value cannot be measured based on quoted prices in active markets or other observable inputs, and accordingly, derivative liabilities are measured by using the Black-Scholes option pricing model. Fair value of the option is calculated, applying the following assumptions: (1) conversion price; (2) the Company’s share price; (3) maturity of the option; (4) a risk-free interest rate equaling the effective interest rate on a U.S. government bond with the same lifetime as the maturity of the option; (5) no payment of dividends; and (6) an expected volatility using the Company’s share price (50.20% and 50.47% as of March 31, 2024 and December 31, 2023, respectively).

For additional description of fair values, refer to the following section “Fair Value Measurement.”

Sensitivity Analysis

On March 31, 2024, all other inputs and assumptions held constant, a 10% relative increase in volatility, will increase the fair value of derivative liabilities by approximately €16.2 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% relative decrease in volatility indicates the opposite impact.

Similarly, on March 31, 2024, all other inputs and assumptions held constant, a 10% increase in the share price, will increase the fair value of derivative liabilities by approximately €35.5 million and indicates a decrease in profit or loss and equity before tax. Similarly, a 10% decrease in the share price indicates the opposite impact.

Fair Value Measurement

Because of the short-term maturity for cash and cash equivalents, receivables and trade payables, their fair value approximate carrying amount. Fair value of lease liabilities are not disclosed. Fair value compared to carrying amount of marketable securities, convertible notes, royalty funding liabilities and derivative liabilities, and their level in the fair value hierarchy is summarized in the following table, where:

Level 1 is quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 is based on valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable;

Level 3 is based on valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.

 

March 31, 2024

 

December 31, 2023

 

 

 

Carrying
amount

 

Fair value

 

Carrying
amount

 

Fair value

 

Fair value level

 

(EUR’000)

 

(1-3)

Financial assets

 

 

 

 

 

 

 

 

 

 

Marketable securities

 

 

 

7,275

 

7,266

 

1

Financial assets measured at amortized cost

 

 

 

7,275

 

7,266

 

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

Convertible senior notes

 

424,984

 

387,321

 

407,095

 

385,410

 

3

Royalty funding liabilities

 

146,233

 

150,151

 

138,377

 

143,975

 

3

Financial liabilities measured at amortized cost

 

571,217

 

537,472

 

545,472

 

529,385

 

 

Derivative liabilities

 

197,291

 

197,291

 

143,296

 

143,296

 

3

Financial liabilities measured at fair value through profit or loss

 

197,291

 

197,291

 

143,296

 

143,296

 

 

The following table specifies movements in level 3 fair value measurements:

 

 

2024

 

 

2023

 

 

(EUR’000)

 

Derivative liabilities

 

 

 

 

 

 

January 1

 

 

143,296

 

 

 

157,950

 

Remeasurement recognized in finance (income) or expense

 

 

53,995

 

 

 

(41,182

)

March 31

 

 

197,291

 

 

 

116,768

 

Maturity Analysis

The following table summarizes maturity analysis (on an undiscounted basis) for non-derivative financial liabilities recognized in the unaudited condensed consolidated statements of financial position at March 31, 2024. Further details regarding classification of convertible notes as current liabilities in the consolidated statement of financial position, are provided in Note 2, “Summary of Material Accounting Policies,” section “New and Amended Standards and Interpretations:”

 

< 1 year

 

 

1-5 years

 

 

>5 years

 

 

Total
contractual
cash-flows

 

 

Carrying
amount

 

 

(EUR’000)

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings (excluding lease liabilities)

 

 

11,967

 

 

 

773,386

 

 

 

29,298

 

 

 

814,651

 

 

 

571,217

 

Lease liabilities

 

 

14,621

 

 

 

51,729

 

 

 

46,983

 

 

 

113,333

 

 

 

97,797

 

Trade payables, accrued expenses and other liabilities

 

 

94,825

 

 

 

 

 

 

 

 

 

94,825

 

 

 

94,825

 

Total financial liabilities

 

 

121,413

 

 

 

825,115

 

 

 

76,281

 

 

 

1,022,809

 

 

 

763,839