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Financial Assets and Liabilities
12 Months Ended
Dec. 31, 2024
Subclassifications of assets, liabilities and equities [abstract]  
Financial Assets and Liabilities

Note 16—Financial Assets and Liabilities

Financial assets and liabilities comprise the following:

 

2024

 

 

2023

 

 

(EUR’000)

 

Financial assets by category

 

 

 

 

 

 

Trade receivables

 

 

166,280

 

 

 

35,874

 

Other receivables (excluding indirect tax receivables)

 

 

3,964

 

 

 

3,909

 

Marketable securities

 

 

 

 

 

7,275

 

Cash and cash equivalents

 

 

559,543

 

 

 

392,164

 

Financial assets measured at amortized cost

 

 

729,787

 

 

 

439,222

 

Total financial assets

 

 

729,787

 

 

 

439,222

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current assets

 

 

2,317

 

 

 

2,127

 

Current assets

 

 

727,470

 

 

 

437,095

 

Total financial assets

 

 

729,787

 

 

 

439,222

 

 

 

 

 

 

 

 

Financial liabilities by category

 

 

 

 

 

 

Borrowings

 

 

 

 

 

 

Convertible senior notes

 

 

458,207

 

 

 

407,095

 

Royalty funding liabilities

 

 

305,379

 

 

 

138,377

 

Lease liabilities

 

 

93,030

 

 

 

98,793

 

Trade payables and accrued expenses

 

 

96,394

 

 

 

94,566

 

Other liabilities (excluding indirect tax and employee related payables)

 

 

311

 

 

 

 

Financial liabilities measured at amortized cost

 

 

953,321

 

 

 

738,831

 

Derivative liabilities

 

 

150,670

 

 

 

143,296

 

Financial liabilities measured at fair value through profit or loss

 

 

150,670

 

 

 

143,296

 

Total financial liabilities

 

 

1,103,991

 

 

 

882,127

 

Classified in the statement of financial position

 

 

 

 

 

 

Non-current liabilities

 

 

365,080

 

 

 

222,996

 

Current liabilities

 

 

738,911

 

 

 

659,131

 

Total financial liabilities

 

 

1,103,991

 

 

 

882,127

 

Finance income and expenses are specified below:

 

2024

 

 

2023

 

 

2022

 

 

(EUR’000)

 

Finance income

 

 

 

 

 

 

 

 

 

Interest income

 

 

14,361

 

 

 

16,857

 

 

 

7,426

 

Remeasurement gain of financial liabilities

 

 

11,248

 

 

 

14,654

 

 

 

 

Foreign exchange translation (net)

 

 

 

 

 

12,346

 

 

 

44,755

 

Total finance income

 

 

25,609

 

 

 

43,857

 

 

 

52,181

 

 

 

 

 

 

 

 

 

 

Finance expenses

 

 

 

 

 

 

 

 

 

Interest expenses

 

 

65,504

 

 

 

44,065

 

 

 

30,682

 

Remeasurement loss of financial liabilities

 

 

7,374

 

 

 

 

 

 

15,483

 

Foreign exchange translation (net)

 

 

27,149

 

 

 

 

 

 

4,322

 

Total finance expenses

 

 

100,027

 

 

 

44,065

 

 

 

50,487

 

Interest income and interest expenses relate to financial assets and liabilities measured at amortized cost. Net exchange rate gains and losses primarily relate to U.S. Dollar/Euro fluctuations pertaining to the Company’s cash, cash equivalents, marketable securities and borrowings.

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 transaction costs. 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, beginning on October 1, 2022. 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 each of (i) 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 royalty funding liabilities, 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.

Leases

The Company primarily leases office and laboratory facilities. Lease arrangements contain a range of different terms and conditions and are typically entered into for fixed periods. In order to improve flexibility to the Company’s operations, lease arrangements may provide the Company with option to extend the lease or terminate the lease within the enforceable lease term. In the Company’s current lease portfolio, extension and termination options are up to five years, in addition to the non-cancellable periods.

The following expenses related to lease activities were recognized in the consolidated statements of profit or loss:

 

2024

 

2023

 

2022

 

(EUR’000)

Lease expenses

 

 

 

 

 

 

Depreciation

 

12,312

 

11,875

 

11,740

Short term leases and leases of low value assets

 

285

 

353

 

280

Lease interest

 

3,303

 

3,581

 

3,842

Total lease expenses

 

15,900

 

15,809

 

15,862

In February 2022, the Company entered into a facility lease in Germany with an enforceable lease term of 15 years, and comprises total lease cash-outflows of €81.1 million. In addition, in December 2024, the Company entered into additional leases in Denmark with enforceable lease terms of 12 years with option to terminate earlier and comprise total lease cash-outflows of €16.2 million if not terminated earlier. The leases are expected to commence in 2025.

Financing Activities

The development in borrowings related to financing activities is specified below:

 

 

 

Cash payments

 

Non-cash items

 

 

 

Beginning
of year

 

Repay-
ments

 

Net proceeds

 

Additions/
(disposals)

 

Remeasure-
ments

 

Accretion of
interest

 

Foreign
exchange
translation

 

End of
year

 

 

(EUR’000)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings (excluding lease liabilities)

 

545,472

 

(11,819)

 

134,158

 

 

(11,248)

 

62,116

 

44,907

 

763,586

Lease liabilities

 

98,793

 

(14,677)

 

 

861

 

 

3,303

 

4,750

 

93,030

Total financing activities

 

644,265

 

(26,496)

 

134,158

 

861

 

(11,248)

 

65,419

 

49,657

 

856,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings (excluding lease liabilities)

 

399,186

 

(12,054)

 

136,256

 

 

 

40,386

 

(18,302)

 

545,472

Lease liabilities

 

109,191

 

(14,006)

 

 

2,973

 

 

3,581

 

(2,946)

 

98,793

Total financing activities

 

508,377

 

(26,060)

 

136,256

 

2,973

 

 

43,967

 

(21,248)

 

644,265

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 (49.6% and 50.5% as of December 31, 2024 and December 31, 2023, respectively).

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

Sensitivity Analysis

On December 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 €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 December 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 €30.8 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 compared to carrying amount of marketable securities, convertible notes, royalty funding liabilities and derivatives, and their level in the fair value hierarchy is summarized in 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.

 

2024

 

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

 

458,207

 

438,288

 

407,095

 

385,410

 

3

Royalty funding liabilities

 

305,379

 

305,673

 

138,377

 

143,975

 

3

Financial liabilities measured at amortized cost

 

763,586

 

743,961

 

545,472

 

529,385

 

 

Derivative liabilities

 

150,670

 

150,670

 

143,296

 

143,296

 

3

Financial liabilities measured at fair value through profit or loss

 

150,670

 

150,670

 

143,296

 

143,296

 

 

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

 

 

2024

 

2023

 

2022

 

(EUR’000)

Derivative liabilities

 

 

 

 

 

 

January 1

 

143,296

 

157,950

 

Additions

 

 

 

142,467

Remeasurement recognized in financial income or expense

 

7,374

 

(14,654)

 

15,483

December 31

 

150,670

 

143,296

 

157,950