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Financial Assets and Liabilities
3 Months Ended
Mar. 31, 2025
Subclassifications of assets, liabilities and equities [abstract]  
Financial Assets and Liabilities

Note 10—Financial Assets and Liabilities

The financial assets and liabilities comprise the following:

 

March 31,
2025

 

 

December 31,
2024

 

 

(EUR’000)

 

Financial assets by category

 

 

 

 

 

 

Trade receivables

 

 

66,685

 

 

 

166,280

 

Other receivables (excluding indirect tax receivables)

 

 

4,501

 

 

 

3,964

 

Cash and cash equivalents

 

 

517,923

 

 

 

559,543

 

Financial assets measured at amortized cost

 

 

589,109

 

 

 

729,787

 

Total financial assets

 

 

589,109

 

 

 

729,787

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current assets

 

 

2,657

 

 

 

2,317

 

Current assets

 

 

586,452

 

 

 

727,470

 

Total financial assets

 

 

589,109

 

 

 

729,787

 

 

 

 

 

 

 

Financial liabilities by category

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

Convertible senior notes

 

 

449,562

 

 

 

458,207

 

Royalty funding liabilities

 

 

303,347

 

 

 

305,379

 

Lease liabilities

 

 

94,363

 

 

 

93,030

 

Trade payables and accrued expenses

 

 

84,370

 

 

 

96,394

 

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

 

 

3,870

 

 

 

311

 

Financial liabilities measured at amortized cost

 

 

935,512

 

 

 

953,321

 

Derivative liabilities

 

 

174,581

 

 

 

150,670

 

Financial liabilities measured at fair value through profit or loss

 

 

174,581

 

 

 

150,670

 

Total financial liabilities

 

 

1,110,093

 

 

 

1,103,991

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current liabilities

 

 

357,312

 

 

 

365,080

 

Current liabilities

 

 

752,781

 

 

 

738,911

 

Total financial liabilities

 

 

1,110,093

 

 

 

1,103,991

 

Borrowings

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.

Royalty Funding Liabilities

The Company has entered into capped synthetic royalty funding agreements with Royalty Pharma (the “Purchaser”), which is presented as part of borrowings, and represents the Company’s contractual obligations to pay a predetermined percentage of future commercial revenue until reaching a predetermined multiple of proceeds received, according to the detailed provisions of the synthetic royalty funding agreements.

YORVIPATH Agreement

In September 2024, the Company entered into a $150.0 million capped synthetic royalty funding agreement (the “Royalty Pharma Yorvipath Agreement”) with the Purchaser. The net proceeds were $148.2 million (€134.2 million) after deducting offering expenses.

Under the terms of the Royalty Pharma Yorvipath Agreement, the Company received an upfront payment of $150.0 million (the “Yorvipath Purchase Price”) in exchange for a 3% royalty on net revenue from sales of YORVIPATH in the U.S. (the “Yorvipath Revenue Payments”). The Yorvipath Revenue Payments to the Purchaser will cease upon reaching a multiple of the Yorvipath Purchase Price of 2.0 times, or 1.65 times if the Purchaser receives Yorvipath Revenue Payments in that amount by December 31, 2029.

The Royalty Pharma Yorvipath 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 2.0 times the Yorvipath Purchase Price minus the Yorvipath Revenue 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 September 30, 2028, and the Company has paid the Purchaser, Yorvipath Revenue Payments equal to the Yorvipath Purchase Price as of the date of the buy-out notice, then the buy-out amount is equal to 1.65 times the Yorvipath Purchase Price minus the Yorvipath Revenue Payments paid to the Purchaser as of the effective date of the buy-out notice.

SKYTROFA Agreement

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

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

The Royalty Pharma Skytrofa 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 Skytrofa Purchase Price minus the Skytrofa Revenue 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, Skytrofa Revenue Payments equal to the Skytrofa Purchase Price as of the date of the buy-out notice, then the buy-out amount is equal to 1.65 times the Skytrofa Purchase Price minus the Skytrofa Revenue Payments paid to the Purchaser as of the effective date of the buy-out notice.

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 (49.7% and 49.6% as of March 31, 2025 and December 31, 2024, respectively).

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

Sensitivity Analysis

On March 31, 2025, all other inputs and assumptions held constant, a 10% relative increase in volatility, will increase the fair value of derivative liabilities by approximately €15.0 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, 2025, all other inputs and assumptions held constant, a 10% increase in the share price, will increase the fair value of derivative liabilities by approximately €35.3 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 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 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3 inputs are unobservable inputs for the asset or liability.

 

March 31, 2025

 

 

December 31, 2024

 

 

 

 

 

Carrying
amount

 

 

Fair value

 

 

Carrying
amount

 

 

Fair value

 

 

Fair value level

 

 

(EUR’000)

 

 

(1-3)

 

Convertible senior notes

 

 

449,562

 

 

 

433,666

 

 

 

458,207

 

 

 

438,288

 

 

 

3

 

Royalty funding liabilities

 

 

303,347

 

 

 

308,018

 

 

 

305,379

 

 

 

305,673

 

 

 

3

 

Financial liabilities measured at amortized cost

 

 

752,909

 

 

 

741,684

 

 

 

763,586

 

 

 

743,961

 

 

 

 

Derivative liabilities

 

 

174,581

 

 

 

174,581

 

 

 

150,670

 

 

 

150,670

 

 

 

3

 

Financial liabilities measured at fair value through profit or loss

 

 

174,581

 

 

 

174,581

 

 

 

150,670

 

 

 

150,670

 

 

 

 

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

 

 

2025

 

 

2024

 

 

(EUR’000)

 

Derivative liabilities

 

 

 

 

 

 

January 1

 

 

150,670

 

 

 

143,296

 

Remeasurement recognized in finance (income) or expense

 

 

23,911

 

 

 

53,995

 

March 31

 

 

174,581

 

 

 

197,291

 

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 as of March 31, 2025:

 

< 1 year

 

 

1-5 years

 

 

>5 years

 

 

Total
contractual
cash-flows

 

 

Carrying
amount

 

 

(EUR’000)

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2025

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings (excluding lease liabilities)

 

 

39,585

 

 

 

991,636

 

 

 

 

 

 

1,031,221

 

 

 

752,909

 

Lease liabilities

 

 

15,129

 

 

 

57,607

 

 

 

35,250

 

 

 

107,986

 

 

 

94,363

 

Trade payables, accrued expenses and other liabilities

 

 

88,240

 

 

 

 

 

 

 

 

 

88,240

 

 

 

88,240

 

Total financial liabilities

 

 

142,954

 

 

 

1,049,243

 

 

 

35,250

 

 

 

1,227,447

 

 

 

935,512

 

“Borrowings (excluding lease liabilities)” comprise convertible notes and royalty funding liabilities. Expected maturity for royalty funding liabilities is based on anticipated amount and timing of future revenue from sale of commercial products. Further details regarding the payment structure of the royalty funding agreements are provided above.