Equity-settled share-based payments
The Group has set a “2004 Incentive Option Plan” and a “2007/2008 Equity Incentive Plan” (collectively referred to as “Option Schemes”) under which the Group granted equity-settled options to senior managers and selected employees of the Group's subsidiaries. Additionally, in 2010 the Group has set a “Adecoagro Restricted Share and Restricted Stock Unit Plan” (referred to as “Restricted Share Plan”) under which the Group grants restricted stock units to senior and medium management and key employees of the Group’s subsidiaries.
The fair value of the options under the Option Schemes was measured at the date of grant using the Black-Scholes valuation technique.
As of the date of these financial statements all options has already been vested and expensed.
The Adecoagro/ IFH 2004 Stock Incentive Option Plan was effectively established in 2004 and is administered by the Compensation Committee of the Company. Options are exercisable over a ten-year period. In May 2014 this period was extended for another ten year-period.
Movements in the number of equity-settled options outstanding and their related weighted average exercise prices under the Adecoagro/ IFH 2004 Stock Incentive Option Plan are as follows:
|
| | | | | | | | | | | | | | | | | |
| 2017 | | 2016 | | 2015 |
| Average exercise price per share | | Options (thousands) | | Average exercise price per Share | | Options (thousands) | | Average exercise price per Share | | Options (thousands) |
At January 1 | 6.66 |
| | 1,641 |
| | 6.67 |
| | 1,696 |
| | 6.71 |
| | 1,916 |
|
Forfeited | — |
| | — |
| | — |
| | — |
| | 5.83 |
| | (9 | ) |
Exercised | 5.83 |
| | (7 | ) | | 6.96 |
| | (55 | ) | | 7.11 |
| | (211 | ) |
At December 31 | 6.66 |
| | 1,634 |
| | 6.66 |
| | 1,641 |
| | 6.67 |
| | 1,696 |
|
Options outstanding at year end under this Plan have the following expiry date and exercise prices:
|
| | | | | | | | | | | |
| Exercise price per share | | Shares (in thousands) |
Expiry date (i): | | 2017 | | 2016 | | 2015 |
May 1, 2024 | 5.83 |
| | 496 |
| | 495 |
| | 495 |
|
May 1, 2025 | 5.83 |
| | 452 |
| | 452 |
| | 461 |
|
January 1, 2026 | 5.83 |
| | 142 |
| | 150 |
| | 174 |
|
February 16, 2026 | 7.11 |
| | 103 |
| | 103 |
| | 103 |
|
October 1, 2026 | 8.62 |
| | 441 |
| | 441 |
| | 463 |
|
(i) On May 2014, the Board of directors decided to extend the expired date of the Plan.
The Adecoagro/ IFH 2007/ 2008 Equity Incentive Plan was effectively established in late 2007 and is administered by the Compensation Committee of the Company. Options are exercisable over a ten-year period.
Movements in the number of equity-settled options outstanding and their related weighted average exercise prices under the Adecoagro/ IFH 2007/2008 Equity Incentive Plan are as follows:
|
| | | | | | | | | | | | | | | | | |
| 2017 | | 2016 | | 2015 |
| Average exercise price per share | | Options (thousands) | | Average exercise price per share | | Options (thousands) | | Average exercise price per share | | Options (thousands) |
At January 1 | 13.07 |
| | 1,658 |
| | 13.07 |
| | 1,701 |
| | 13.07 |
| | 1,729 |
|
Forfeited | 13.40 |
| | (4 | ) | | 12.98 |
| | (43 | ) | | 13.01 |
| | (28 | ) |
Expired | 12.82 |
| | (803 | ) | | — |
| | — |
| | — |
| | — |
|
At December 31 | 13.31 |
| | 851 |
| | 13.07 |
| | 1,658 |
| | 13.07 |
| | 1,701 |
|
Options outstanding at year-end under the Adecoagro/ IFH 2007/2008 Equity Incentive Plan have the following expiry date and exercise prices:
|
| | | | | | | | | | | |
| Exercise price per share | | Shares (in thousands) |
Expiry date: | | 2017 | | 2016 | | 2015 |
From Nov 13, 2017 to Aug 25, 2018 | 12.82 |
| | 105 |
| | 908 |
| | 937 |
|
January 30, 2019 | 13.40 |
| | 595 |
| | 595 |
| | 608 |
|
June 1, 2019 | 12.82 |
| | 3 |
| | 3 |
| | 3 |
|
November 1, 2019 | 13.40 |
| | 11 |
| | 11 |
| | 11 |
|
From Jan 30, 2020 to Sep 1, 2020 | 13.40 |
| | 106 |
| | 110 |
| | 110 |
|
From Jan 30, 2020 to Sep 1, 2020 | 12.82 |
| | 31 |
| | 31 |
| | 31 |
|
The following table shows the exercisable shares at year end under both the Adecoagro/ IFH 2004 Incentive Option Plan and the Adecoagro/ IFH 2007/ 2008 Equity Incentive Plan:
|
| | |
| Exercisable shares in thousands |
2017 | 2,485 |
|
2016 | 3,299 |
|
2015 | 3,397 |
|
| |
(b) | Restricted Stock Unit Plan |
The Restricted Stock Unit Plan was effectively established in 2010 and amended in November 2011. It is administered by the Compensation Committee of the Company. Restricted shares or units under these Plan vest over a 3-year period from the date of grant at 33% on each anniversary of the grant date. Participants are entitled to receive one common share of the Company for each restricted share or restricted unit granted. There are no performance requirements for the delivery of common shares, except that a participant’s employment with the Group must not have been terminated prior to the relevant vesting date. If the participant ceases to be an employee for any reason, any unvested restricted unit shall not be converted into common shares. The maximum number of ordinary shares with respect to which awards may be made under the Plan is 2,474,701. The maximum numbers of ordinary shares is revised annually.
At December 31, 2017, the Group recognized compensation expense US$ 5.6 million related to the restricted stock units granted under the Restricted Share Plan (2016: US$ 4.8 million).
The restricted shares under the Restricted Share Plan were measured at fair value at the date of grant.
Key grant-date fair value and other assumptions under the Restricted Share Plan are detailed below:
|
| | | | | | | | | | | | | | | | | |
Grant Date | Apr 1, 2015 | | May 15, 2015 | | Apr 1, 2016 | | May 15, 2016 | | Apr 1, 2017 | | May 15, 2017 |
Fair value | 9.45 |
| | 8.62 |
| | 12.63 |
| | 12.52 |
| | 11.88 |
| | 12.14 |
|
Possibility of ceasing employment before vesting | 5 | % | | 0 | % | | 5 | % | | 0 | % | | — | % | | 0 | % |
Movements in the number of restricted shares outstanding under the Restricted Share Plan are as follows:
|
| | | | | | | | |
| Restricted stock units (thousands) | | Restricted stock units (thousands) | | Restricted stock units (thousands) |
| 2017 | | 2016 | | 2015 |
At January 1 | 1,000 |
| | 1,018 |
| | 861 |
|
Granted (1) | 488 |
| | 464 |
| | 626 |
|
Forfeited | (29 | ) | | (29 | ) | | (37 | ) |
Vested | (490 | ) | | (453 | ) | | (432 | ) |
At December 31 | 969 |
| | 1,000 |
| | 1,018 |
|
(1) Approved by the Board of Directors of March 14, 2017 and the Shareholders Meeting of April 19, 2017
