The objective behind our corporate strategy is to build sustainable Company value. The strategy is supported by regular and open communication with all participants of the capital market.
In order to ensure ongoing access to information, we take part in conferences with investors, and organise one-on-one meetings and roadshows across Europe and in the US. Moreover, after the publication of quarterly financial results, we hold regular meetings with investors and sell-side analysts, as well as conference calls with the Company’s management. Both the meetings and conference calls are open events.
In 2012, we held about 160 meetings with 200 capital market participants.
In our communication with capital markets, we are guided by the overriding principles of transparency and equal access to information. To comply with those principles, we have adopted the rule of limited communication before financial results are reported. In accordance with that rule, the Company’s officials do not talk to or participate in any meetings with analysts and investors for two weeks before quarterly figures are reported. The objective of the rule is to increase the transparency and ensure equal access to information on the Company before our financial results are announced.
Moreover, in our communication efforts, we use such tools as our web page dedicated to investors (www.cyfrowypolsat.pl/inwestor), electronic newsletters, regular bulletins reporting the latest developments at the Company and in the industry (press reviews), and reminding readers of key events at the Company.
Our investor relations efforts were appreciated by capital market participants and recognised with distinctions and awards won by the Company in 2012, including:
- 2nd place in the ’Investor Relations’ category of the listed-company-of-the-year ranking run annually by ’Puls Biznesu’ (Cyfrowy Polsat scored the highest with analysts).
- Distinction for the best Directors’ Report in the 7th edition of ’The Best Annual Report 2011’ competition organised by the Tax and Accounting Institute,
- Distinction in an investor relations ranking compiled by the ’Trend’ monthly, evaluating the quality of treatment received from listed companies by retail investors.
KEY INFORMATION ABOUT OUR FREE FLOAT
Cyfrowy Polsat shares are listed on the Warsaw Stock Exchange.
| Date first listed | May 6th 2008 |
| Included in the indices | WIG, mWIG40, WIG MEDIA |
| Market | Main |
| Trading system | Continuous |
| Sector | Media |
| International Securities Identification Number (ISIN) | PLCFRPT00013 |
| Warsaw Stock Exchange | CPS |
| Reuters | CYFWF.PK |
| Bloomberg | CPS:PW |
Overview of shares outstanding as at December 31st 2012
| Series | Number of shares | Type | Number of votes at GM | Par value/PLN (not in thousands) |
|---|---|---|---|---|
| A | 2,500,000 | Registered preferred | 5,000,000 | 100,000.00 |
| B | 2,500,000 | Registered preferred | 5,000,000 | 100,000.00 |
| C | 7,500,000 | Registered preferred | 15,000,000 | 300,000.00 |
| D D |
166,917,501 8,082,499 |
Registered preferred Ordinary bearer |
333,835,002 8,082,499 |
6,676,700,04 323,299.96 |
| E | 75,000,000 | Ordinary bearer | 75,000,000 | 3,000,000.00 |
| F | 5,825,000 | Ordinary bearer | 5,825,000 | 233,000.00 |
| H | 80,027,836 | Ordinary bearer | 80,027,836 | 3,201,113.44 |
| TOTAL | 348,352,836 | 527,770,337 | 13,934,113.44 | |
| including: | 179,417,501 168,935,335 |
Registered Free float |
358,835,002 168,935,335 |
7,176,700.04 6,757,413.40 |
The Company’s share capital currently amounts to PLN 13,934,113.44 (not in thousands) and comprises 348,352,836 shares. The total number of votes at the Company’s General Meeting is 527,770,337.
SHAREHOLDER STRUCTURE
The table below presents the shareholders of Cyfrowy Polsat S.A. who, to the best of our knowledge, held 5% or more of the total vote at the Company’s General Meeting as at the date of this report. The data in the table is sourced from notifications submitted by shareholders under Art. 69 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, dated July 29th 2005.
| Shareholder | Number of shares | % of shares | Number of votes | % of total vote |
|---|---|---|---|---|
| Pola Investments Ltd.1, including: |
154,204,296 | 44.27% | 306,709,172* | 58.11%* |
| - registered preferred shares | 152,504,876 | 43.78% | 305,009,752* | 57.79%* |
| - ordinary bearer shares | 1,699,420 | 0.49% | 1,699,420 | 0.32% |
| Sensor Overseas Ltd.2, including: |
25,341,272 | 7.27% | 50,382,647 | 9.55% |
| - registered preferred shares | 25,041,375 | 7.19% | 50,082,750 | 9.49% |
| - ordinary bearer shares | 299,897 | 0.09% | 299,897 | 0.06% |
| Other | 168,807,268 | 48.46% | 170,678,518 | 32.34% |
| TOTAL | 348,352,836 | 100.00% | 527,770,337 | 100.00% |
1 Pola Investments Ltd. is controlled by a family foundation, the TiVi Foundation.
2Sensor Overseas Ltd. is controlled by Heronim Ruta.
* On February 12th 2013, the Company was notified that on February 7th 2013 Pola Investments Ltd. (‘Pola‘) received power of proxy from Sensor Overseas Ltd. to exercise voting rights attached to 20,791,375 registered preferred shares in the Company, accounting for 5.97% of the Company’s share capital and carrying the right to 41,582,750 votes, or 7.88% of the total vote, at the Company’s General Meeting (‘Power of Proxy‘). Following the receipt of the Power of Proxy, Pola holds, and is entitled to exercise voting rights attached to, 174,995,671 shares in the Company, accounting for 50.24% of the Company’s share capital. The shares held by Pola and the shares covered by the Power of Proxy carry the right to a total of 348,291,922 votes, or 65.99% of the total vote at the Company’s General Meeting. The shareholding comprises:
a) 173,296,251 registered preferred shares, accounting for 49.75% of the Company’s share capital and carrying the right to 346,592,502 votes, or 65.67% of the total vote, at the Company’s General Meeting, and
b) 1,699,420 shares in book-entry form, accounting for 0.49% of the Company’s share capital and carrying the right to 1,699.420 votes, or 0.32% of the total vote, at the Company’s General Meeting.
CYFROWY POLSAT SHARE PRICE IN 2012
(rebased to 100, where 100 is the closing price on December 30th 2011)
1 Change: December 28th 2012 vs. December 30th 2011.
- Cyfrowy Polsat
- WIG
- WIG MEDIA
CYFROWY POLSAT SHARE PRICE PERFORMANCE SINCE LISTING ON THE WSE IN MAY 2008 UNTIL THE END OF 2012, SHOWN AGAINST STOCK INDICES
(rebased to 100, where 100 is the closing price on May 6th 2008)
1Change: December 28th 2012 vs. May 6th 2008.
- Cyfrowy Polsat
- WIG
- WIG MEDIA
CYFROWY POLSAT SHARE PRICE SINCE LISTING ON THE WSE (PLN)
1 Share price on July 24th 2009.
2 Share price on July 15th-16th 2008, March 12th 2009.
3 On April 20th 2011, the Company issued 80,027,836 Series H ordinary bearer shares with a par value of PLN 0.04 per share. On May 30th 2011, the shares were registered with the National Depository for Securities under ISIN code PLCFRPT00013, and admitted to trading on the main market of the stock exchange, pursuant to Resolution No. 666/2011 of the Warsaw Stock Exchange Management Board. The issue of Series H shares was one of the sources of financing for the acquisition of Telewizja Polsat. All issued Series H shares were subscribed to by the shareholders of Telewizja Polsat.
PERFORMANCE OF CYFROWY POLSAT SHARES IN 2012
| 2012 | 2011 | ||
|---|---|---|---|
| Share price at end of the year | PLN | 16.41 | 13.50 |
| Year’s high | PLN | 17.10 | 17.35 |
| Year’s low | PLN | 12.70 | 12.75 |
| Average share price during the period | PLN | 14.29 | 15.26 |
| Average daily trading value | PLN ’000 | 3,434 | 5,891 |
| Average daily trading volume | number of shares | 240,021 | 392,209 |
| Number of shares at end of the year | number of shares | 348,352,836 | 348,352,836 |
| Free float | number of shares | 168,935,335 | 168,935,335 | Capitalisation at end of the year | PLN ’000 | 5,716,470 | 4,702,763 |
CYFROWY POLSAT CAPITALISATION SINCE LISTING ON THE WSE (PLN)
With the market capitalisation of PLN 5.7bn as at the end of 2012, Cyfrowy Polsat is the largest media company listed on the Warsaw Stock Exchange.
BROKERAGE firmS COVERING THE COMPANY
- Dom Inwestycyjny BRE Banku S.A.
- Dom Maklerski AmerBrokers S.A.
- Dom Maklerski BDM S.A.
- Dom Maklerski IDM S.A.
- Dom Maklerski PKO BP S.A.
- IPOPEMA Securities S.A.
- Trigon Dom Maklerski S.A.
- Banco Espírito Santo de Investimento S.A.
- Deutsche Bank Securities S.A.
- ERSTE Group Research
- ING Securities S.A.
- KBC Securities N.V.
- Raiffeisen Centrobank AG
- Société Générale
- UBS Investment Bank
- UniCredit CAIB Poland S.A.
- Wood & Company Financial Services a.s.
RECOMMENDATIONS AS AT MARCH 6TH 2013
PRICE TARGET AS AT MARCH 6TH 2013 (PLN)
| Minimum | 15.60 |
| Maximum | 19.60 |
| Average | 17.90 |
DIVIDEND POLICY
On July 4th 2008, the General Meeting adopted a resolution on dividend policy which states that we intend to distribute from 33% to 66% of our annual net profit as dividend, depending on the amount of net profit earned, our financial position, outstanding obligations (including possible restrictions arising under financing agreements), ability to use capital reserves, and the Company’s prospects in the current market environment as determined by the Management and Supervisory Boards, and taking into account the need to incur the necessary expenditure in pursuit of the Company’s primary goal, which is continued growth achieved mainly through acquisitions and new projects.
Having considered the Management Board’s recommendation and the Company’s economic position, on June 5th 2012 the General Meeting resolved to allocate the 2011 net profit of PLN 156,092,789.88 as follows: PLN 140,979,430.60 to statutory reserve funds, and PLN 15,113,359.28 to cover retained losses, comprising losses of companies acquired by the Company, that is of M.Punkt Holdings Ltd., mPunkt Polska S.A. and mTel Sp. z o.o.
The Management Board cited the need to service debt contracted to finance the purchase of a 100% equity interest in Telewizja Polsat in the grounds for its recommendation. Successful implementation of the Management Board’s plan to reduce the Company’s debt, and to lower the net debt/EBITDA ratio, will ease the burden of interest payable under our credit facility agreements and thus will have a positive effect on the Company’s financial position.
Part of our strategy is to reduce the Company’s debt as soon as practicable. To attain that goal and to ensure compliance with our credit facility agreements, the Management Board may only consider distribution of dividend after the net debt/EBITDA ratio falls below 2x.
HISTORICAL PROFIT DISTRIBUTIONS
1 The full amount of the profit was allocated to statutory reserve funds, pursuant to the resolution of the General Meeting dated May 19th 2011, adopted on the Management Board’s recommendation. The Management Board cited the future need to service debt contracted by the Company to finance the purchase of a 100% equity interest in Telewizja Polsat in the grounds for its recommendation.
2 The full amount of the profit was allocated to statutory reserve funds and to cover retained losses, pursuant to the resolution of the General Meeting dated June 5th 2012.
