AMBEV S.A. | CIK:0001565025 | 3

  • Filed: 3/19/2018
  • Entity registrant name: AMBEV S.A. (CIK: 0001565025)
  • Generator: Thunderdome
  • SEC filing page: http://www.sec.gov/Archives/edgar/data/1565025/000129281418000752/0001292814-18-000752-index.htm
  • XBRL Instance: http://www.sec.gov/Archives/edgar/data/1565025/000129281418000752/abev-20171231.xml
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  • ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory

    24.
    SHARE-BASED PAYMENTS
     
    There are different share-based payment programs and stock option plans which allow the senior management from the Company and its subsidiaries to receive or acquire shares of the Company. For all option plans, the fair value is estimated at grant date, using the Hull binomial pricing model, modified to reflect the IFRS
    2
    requirement that assumptions about forfeiture before the end of the vesting period cannot impact the fair value of the option.
     
    This current model of share based payment includes
    two
    types of grants: Grant
    1:
    the beneficiary
    may
    choose to allocate
    30%,
    40%,
    60%,
    70%
    or
    100%
    of the amount related to the profit share he received in the year, at the immediate exercise of options, thus acquiring the corresponding shares of the Company, and the delivery of a substantial part of the acquired shares is conditioned to the permanency in the Company for a period of
    five
    -years from the date of exercise; Grant
    2:
    the beneficiary
    may
    exercise the options after a period of
    five
    years.
     
    Additionally, as a means of creating a long term incentive (wealth incentive) for certain senior employees and members of management considered as having “high potential,” the Company grant stocks to future delivery to those employees, pursuant to which the beneficiary shall receive
    two
    separate lots – Lot A and Lot B – subject to maturation periods of
    five
    and
    ten
    years, respectively.
     
    In addition, the Company has implemented a Stock Based Payment Plan under which certain employees and members of the management of the Company or its direct or indirect subsidiaries are eligible to receive shares of the Company including in the form of ADR’s. The shares that are subject to the Stock Plan are designated as "Restricted Shares" and the restricted share price for the purposes of the stock plan will correspond to the price of the Company's shares on
    B3
    S.A.- Brasil, Bolsa, Balcão, in the trading session immediately prior to the stock concession Restricted.
     
    The weighted average fair value of the options and assumptions used in applying the Ambev option pricing model for the “Grant
    2”
    of
    2017,
    2016
    and
    2015
    grants are as follows:
     
    In R$, except when otherwise indicated   2017
    (i)
      2016
    (i)
      2015
    (i)
                             
    Fair value of options granted    
    6.51
     
     
       
    6.21
     
     
       
    7.84
     
     
    Share price    
    19.80
     
     
       
    17.18
     
     
       
    18.41
     
     
    Exercise price    
    19.80
     
     
       
    17.18
     
     
       
    18.41
     
     
    Expected volatility    
    26.7
    %
     
       
    27.0
    %
     
       
    27.5
    %
     
    Vesting year    
    5
     
     
       
    5
     
     
       
    5
     
     
    Expected dividends    
    5
    %
     
       
    5
    %
     
       
    5
    %
     
    Risk-free interest rate    
    10.1
    %
    (ii)
       
    12.4
    %
    (ii)
       
    15.9
    %
    (ii)
     
    (i)    Information based on weighted average plans granted, except for the expected dividends and risk-free interest rate.
     
    (ii) The percentages include the grants of stock options and ADR’s during the period, in which the risk-free interest rate of ADR’s are calculated in U.S. dollar.
     
    The total number of outstanding options developed as follows:
     
    Thousand options   2017     2016     2015  
                       
    Options outstanding at January 1
    st
       
    131,244
         
    121,770
         
    126,149
     
    Options issued during the period    
    20,435
         
    24,806
         
    16,568
     
    Options exercised during the period    
    (13,548
    )    
    (11,613
    )    
    (19,975
    )
    Options forfeited during the period    
    (2,910
    )    
    (3,719
    )    
    (972
    )
    Options outstanding at ended year    
    135,221
         
    131,244
         
    121,770
     
     
    The range of exercise prices of the outstanding options is between
    R$0.001
    (
    R$0.02
    as of
    December 31, 2016
    and
    R$0.35
    as of
    December 31, 2015)
    and
    R$26.09
    (
    R$28.32
    as of
    December 31, 2015
    and
    R$26.57
    as of
    December 31, 2015)
    and the weighted average remaining contractual life is approximately
    6.40
    years (
    5.96
    years as of
    December 31, 2016
    and
    6.30
    years as of
    December 31, 2015).
     
    Of the
    135,221
    thousand outstanding options (
    131,244
    thousand as of
    December 31, 2016),
    40,150
    thousand options are vested as at
    December 31, 2017 (
    52,780
    thousand as of
    December 31, 2016).
     
    The weighted average exercise price of the options is as follows:
     
    In R$ per share   2017     2016     2015  
                       
    Options outstanding at January 1
    st
       
    13.87
         
    12.36
         
    10.07
     
    Options issued during the period    
    19.82
         
    17.18
         
    18.42
     
    Options forfeited during the period    
    17.88
         
    12.83
         
    20.35
     
    Options exercised during the period    
    5.81
         
    2.52
         
    5.05
     
    Options outstanding at ended period    
    15.27
         
    13.87
         
    12.36
     
    Options exercisable at ended period    
    3.78
         
    3.66
         
    3.29
     
     
    For the options exercised during
    2017,
    the weighted average share price on the exercise date was
    R$18.87
    (
    R$18.41
    as of
    December 31, 2016).
     
    To settle the exercised stock options, the Company
    may
    use treasury shares. The current limit of authorized capital is considered sufficient to meet all stock option plans if the issue of new shares is required to meet the grants awarded in the Programs.
     
    During the period, Ambev issued
    794
    thousand (
    7,329
    thousand in
    2016
    ) deferred stock units related to exercise of the options in the model “Grant
    1”.
    These deferred stock units are valued at the share price of the day of grant, representing a fair value of approximately
    R$15.2
    (
    R$133,9
    in
    2016
    ), and cliff vest after
    five
    years.
     
    The total number of shares purchased under the plan of shares by employees, whose grant is deferred to a future time under certain conditions (deferred stock), is shown below:
     
    Thousand deferred shares   2017     2016     2015  
                       
    Deferred shares outstanding at January 1
    st
       
    19,260
         
    19,056
         
    17,490
     
    New deferred shares during the period    
    794
         
    7,329
         
    2,692
     
    Deferred shares granted during the period    
    (2,874
    )    
    (6,118
    )    
    (804
    )
    Deferred shares forfeited during the period    
    (880
    )    
    (1,007
    )    
    (322
    )
    Deferred shares outstanding at ended year    
    16,300
         
    19,260
         
    19,056
     
     
    Additionally, certain employees and directors of the Company receive options to acquire AB Inbev shares, the compensation cost of which is recognized in the income statement against equity.
     
    These share-based payments generated an expense of
    R$236.9
    in the year ended
    December 31, 2017 (
    R$189.3
    and
    R$209.4
    for the year ended
    December 31, 2016
    and
    2015,
    respectively), recorded as administrative expenses.