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.
To ensure ongoing access to information, we take part in conferences with investors and organise one-on-one meetings and roadshows across Europe and 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 Company management. Both meetings and conference calls are open events.
In 2013, we held about 180 meetings with 270 capital market participants.
In communication with the capital market, we are guided by the principles of transparency and equal access to information. To comply with those principles, we have adopted a rule of limited communication before financial results are reported. This means that Company officials do not discuss or have meetings with analysts or investors for two weeks before the announcement of quarterly figures. The objective here is to increase transparency and ensure equal access to information on the Company before our financial results are published.
Moreover, in our communication efforts, we use tools such as our website dedicated to investors (www.cyfrowypolsat.pl/inwestor), email newsletters, regular bulletins reporting the latest developments at the Company and in the industry (press digests), and reminders of key events at the Company.
Key information on our free float
Cyfrowy Polsat shares are listed on the Warsaw Stock Exchange.
| First listing date | May 6th 2008 |
| Stock index component of | WIG, WIG30, WIG MEDIA |
| Market | Main market |
| Trading system | Continuous trading |
| Sector | Media |
| International Securities Identification Number (ISIN) | PLCFRPT00013 |
| WSE | CPS |
| Reuters | CYFWF.PK |
| Bloomberg | CPS:PW |
Overview of shares outstanding as at December 31st 2013
| Series | Number of shares | Type | NO. OF VOTES AT GM | PAR VALUE/PLN (NOT IN THOUSANDS) |
|---|---|---|---|---|
| A | 2,500,000 | Preference registered | 5,000,000 | 100,000,00 |
| B | 2,500,000 | Preference registered | 5,000,000 | 100,000,00 |
| C | 7,500,000 | Preference registered | 15,000,000 | 300,000,00 |
| D D |
166,917,501 8,082,499 |
Preference registered 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 Traded on the stock exchange |
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 voting rights 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 total voting rights 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 | INTEREST (%) | NUMBER OF VOTES | SHARE IN TOTAL VOTING RIGHTS (%) |
|---|---|---|---|---|
| Pola Investments Ltd.¹, including: |
154,204,296 | 44.27% | 306,709,172* | 58.11%* |
| - preference registered 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% |
| - preference registered 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 TiVi Foundation, a family foundation whose parent entity is Zygmunt Solorz-Żak.
²Sensor Overseas Ltd. is controlled by Heronim Ruta.
* On February 12th 2013, the Company was notified that on February 7th 2013 Sensor Overseas Ltd. had granted to Pola Investments Ltd. (‘Pola’) powers of attorney to exercise voting rights attached to 20,791,375 preference registered shares in the Company, representing 5.97% of the Company’s share capital and conferring the right 41,582,750 votes, or 7.88% of total voting rights, at the General Meeting. With the powers of attorney, Pola holds and is authorised to exercise voting rights attached to 174,995,671 Company shares, representing 50.24% of the Company’s share capital. Shares held by Pola and the shares covered by the powers of attorney carry the right to an aggregate of 348,291,922 votes, or 65.99% of total voting rights, at the Company’s General Meeting. The above holding comprises:
a) 173,296,251 preference registered shares, representing 49.75% of the Company’s share capital, conferring the right to 346,592,502 votes, or 65.67% of total voting rights at the Company’s General Meeting; and
b) 1,699,420 shares in book entry form, representing 0.49% of the Company’s share capital, conferring the right to 1,699,420 votes, or 0.32% of total voting rights at the Company’s General Meeting.
Cyfrowy Polsat share price in 2013
(rebased to 100 where 100 is the closing price on December 28th 2012)
Cyfrowy Polsat share price performance against stock indices from listing on the WSE in May 2008 to the end of 2013
(rebased to 100 where 100 is the closing price on May 6th 2008)
Cyfrowy Polsat share price since listing on the WSE (PLN)
¹Price on October 17th 2013.
² 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 4 grosz (PLN 0.04) per share. On May 30th 2011, the shares were registered with the Polish National Depository for Securities under ISIN code PLCFRPT00013 and were admitted to stock-exchange trading on the main market on May 30th 2011 by Resolution No. 666/2011 of the Management Board of the Warsaw Stock Exchange. Proceeds from the issue of Series H shares were used as one of the sources of financing for the acquisition of Telewizja Polsat. All the issued Series H shares were acquired by shareholders of Telewizja Polsat.
Performance of Cyfrowy Polsat shares in 2013
| 2013 | 2012 | ||
|---|---|---|---|
| Year-end share price | PLN | 19.80 | 16.41 |
| Year’s high | PLN | 24.50 | 17.10 |
| Year’s low | PLN | 15.50 | 12.70 |
| Average price in the period | PLN | 19.28 | 14.29 |
| Average daily trading value | PLN ’000 | 6,694 | 3,434 |
| Average daily trading volume | No. of shares | 347,301 | 240,021 |
| Year-end number of shares | No. of shares | 348,352,836 | 348,352,836 |
| Free float | No. of shares | 168,935,335 | 168,935,335 |
| Year-end capitalisation | PLN ’000 | 6,897,386 | 5,716,470 |
Cyfrowy Polsat capitalisation since listing on the WSE (PLN)
With the market capitalisation of PLN 6.9bn as at the end of 2013, Cyfrowy Polsat is the largest media company listed on the Warsaw Stock Exchange.
Analyst coverage
Recommendations as at April 8th 2014
- Buy 31% (4 recommendations)
- Neutral 15% (2 recommendations)
- Hold 54% (7 recommendations)
Price target as at February 13th 2014 (PLN)
| Minimum | 19.60 |
| Maximum | 25.50 |
| Median | 22.27 |
Dividend policy
In accordance with the dividend policy approved by the Management Board on January 22nd 2014, the Company intends to distribute its profit to shareholders through dividend payments. The Management Board will recommend to the General Meeting that the Company’s profit earned in a given financial year to which the new dividend policy applies be distributed by paying dividend of 33%-66% of Company’s net profit (on a separate basis), provided that the total debt ratio of the Company’s Group (net debt/EBITDA) as at the end of the financial year for which the profit distribution is to be made, is less than 2.5x.
When preparing its recommendation for distribution of the Company’s profit and the dividend proposal, the Management Board will also take into account the amount of the Company’s net profit, the Group’s financial condition, existing liabilities (including any restrictions under financing and debt agreements executed by the Company and Cyfrowy Polsat Group companies), availability of capital reserves, the Management Board’s and the Supervisory Board’s assessment of the Company’s and the Group’s prospects in specific market conditions, as well as expenditure necessary to finance the Company’s and the Group’s primary objective of continued growth, in particular through acquisitions and execution of new projects. In accordance with the Management Board’s resolution, the new dividend policy is effective as of the financial year ended December 31st 2014 and will apply for the first time to the Company’s net profit for that year.
In view of the fact that during the Extraordinary General Meeting held on January 24th 2014 a Company’s shareholder submitted draft warrant issue resolution, which provides for passing of a resolution on payment of dividend for 2013 or interim dividend for 2014 by the Company, in the amount of at least PLN 100m (not in thousands), as a condition for closing the Metelem Holding Company Ltd. acquisition, and taking into account the Company’s current financial condition, the Management Board concluded that payment of dividend or interim dividend in the amount of PLN 100m (not in thousands) would not pose a material threat to the Company’s financial condition or its then-current plans. According to the Management Board’s statement, the assessment was based on the Company’s then-current financial condition and capital requirements, determined on the basis of the Group’s issued consolidated financial statements for the nine months ended September 30th 2013, as well as preliminary data available to the Management Board concerning the Group’s performance in the fourth quarter of 2013.
The Management Board’s statement followed from the fact that the decision to pay dividend or interim dividend is a condition for closing the acquisition of shares in Metelem Holding Company Ltd., which the Management Board deems paramount to the Company’s growth and improvement of its competitive position. The Management Board believes that the transaction will increase the Company’s operating efficiency and contribute to building shareholder value, which is why the Management Board declared to take any steps necessary to satisfy the conditions for the transaction, as specified in the resolutions of the Extraordinary General Meeting.
Pursuant to Resolution No. 20 of the Annual General Meeting of June 11th 2013 on distribution of profit, the Company’s net profit for the financial year ended December 31st 2012 of PLN 529.8m (not in thousands) was contributed to the Company’s statutory reserve funds in its entirety.
Historical profit distributions
1 Profit contributed to the Company’s statutory reserve funds in its entirety, pursuant to the General Meeting’s resolution of May 19th 2011, adopted in line with the Management Board’s recommendation citing the need to service debt contracted to finance the acquisition of 100% shares in Telewizja Polsat.
2 Profit contributed to the Company’s statutory reserve funds and allocated to cover previous years’ losses, pursuant to the General Meeting’s resolution of June 5th 2012, adopted in line with the Management Board’s recommendation citing the need to service debt contracted to finance the acquisition of 100% shares in Telewizja Polsat.
3 Profit contributed to the Company’s statutory reserve funds in its entirety, pursuant to the General Meeting’s resolution of June 11th 2013.
