Distribution policy starting from 2014
Depending on the evolution of distributable reserves in Netia SA, Management may use dividends or offers to purchase shares directed to all shareholders or capital redemptions to facilitate payments to shareholders.
Based on its free cash flow projections, Management estimates that the Company may distribute up to PLN 146m, pro forma PLN 0.42 per outstanding share, from 2014 onwards with some scope to moderately increase payments over time.
Dividend payment from the 2014 profits
Dividend payment from the 2013 profits
Share buy-back in 2013 (tender offer to purchase Netia shares)
On March 13, 2013 Netia announced an offer to purchase up to 16,012,630 shares for a total amount of up to PLN 128.1m in continuation of the buy-back program authorized by the shareholders in 2011 (the ‘Offer’). The purchase price of one share under the Offer was PLN 8.00 (a proforma equivalent of PLN 0.35 per outstanding share). The Offer was successfully completed in full on May 28, 2013, with shareholders tendering in total shares representing 89.3% of Netia’s share capital and, after giving effect to the treasury shares held by Netia prior to the Offer’s commencement, 94.8% of the shares outstanding. The Offer completed the general buy-back program adopted by Netia’s general shareholders meeting in June 2011 to acquire and redeem up to 12.5% of the Company’s share capital utilizing assigned funds totaling up to PLN 350.0m. The redemption of shares acquired under this fourth tranche was registered in 2013.
Share buy-backs in 2012
Under the above mentioned authorisation granted by the shareholders in 2011, Netia has executed in 2011-2012 three share buy-back tranches, acquiring in total 32,132,500 shares, which represent 8.3% of the Company’s share capital, and an 8.3% share in the total number of the votes at the general meeting of the shareholders, for a total amount of PLN 172.0m. This includes two buy-back tranches commenced in 2012 and completed in January 2013, under which Netia had acquired shares representing 3.3% and 2.5% of its share capital, respectively, for a total amount of PLN 122.5m, and one buy-back tranche executed in 2011 for 2.5% of the Company’s share capital and PLN 49.5m mentioned above. From the total of 32,132,500 shares acquired under all three tranches of share buy-backs, 9,775,000 shares have been already redeemed in 2011 and the remaining 22,357,500 shares were redeemed in 2013.
Share buy-back in 2011
Netia’s Annual General Shareholders Meeting held on June 2, 2011 adopted a general share buy-back program to acquire and redeem up to 12.5% of the Company’s share capital utilising assigned funds totalling up to PLN 350.0m. Within the authorisation granted by the AGM, on August 17, 2011 Netia commenced the first tranche of the buyback program aimed at acquiring up to 2.5% of the Company’s share capital, allocating for this purpose up to PLN 60m. This tranche was completed on November 8, 2011 with Netia acquiring a total of 9,775,000 of its own shares for a total amount of PLN 49.5m and an average share price of PLN 5.07. The own shares acquired by the Company carried a total of 9,775,000 votes at the general meeting of the shareholders, and represented 2.50% of the Company’s share capital, and a 2.50% share in the total number of the votes at the general meeting of shareholders at the time of commencing the program. Subsequently, the own shares were redeemed by Netia’s extraordinary shareholders meeting on December 15, 2011 and the related decrease in Netia’s share capital was registered by the court on January 30, 2012.