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EL SEGUNDO PROCESO DE INVIVIDUACIÓN

3. LA COMPRENSIÓN DE LA ADOLESCENCIA

3.4 EL SEGUNDO PROCESO DE INVIVIDUACIÓN

As of 1 January 2014 Aleš Dobeš was appointed General Manager of Fortuna online zakłady

bukmacherskie Sp. z o.o. in Poland. Mr. Dobeš had been previously working with Fortuna Group between 2006 and 2011 as General Manager of Fortuna PL and member of the supervisory board of Fortuna SK. He replaced Jan Štefanek in this position.

On 4 February 2014 the Company was notified by Michal Vepřek, a member of the senior management and CFO that between 31 January 2014 and 4 February 2014 he executed several transactions in shares issued by the Company. Prior to the transactions, Mr. Vepřek held 4,000 shares of the Company representing a 0.008% share on the total capital. After the transactions, his holdings of the Company’s shares are zero. Transactions were executed at the Prague Stock Exchange.

At the court hearings in February 2014, Main Administrative Court in Warsaw decided that Fortuna online zakłady bukmacherskie Sp. z o.o. (“Fortuna PL”) is entitled to be refunded for VAT overpayment for the period 2005–2008. The Polish tax authorities have to refund the company with EUR 2,712 thousand. In the 2013 consolidated financial statements, the receivable of EUR 2,712 thousand is included in other current receivables and the income is included in the other operating income. In the 2012 consolidated financial statements, no contingent asset was recognized.

Fortuna has initiated negotiations with Intralot concerning a potential acquisition of Intralot Czech s.r.o., a supplier of lottery technology. After the transaction Fortuna could take over the hardware components (terminals) for the sale of lottery products. Intralot will continue to support Fortuna with software under much lower provisions. Closing of the transaction is scheduled for the second quarter of 2014. The transaction will be settled in cash and Fortuna is currently in negotiation with its financing bank to fund the deal via bank debt.

The Company announced in March 2014 that it plans to pay out a dividend of 70–100% of the 2013 net profit. The exact dividend amount will be proposed by the Management Board to shareholders at the AGM which is expected to take place in June 2014.

With the effect as of 31 March 2014, Mr. Marek Šmrha resigned from his position of a member of the Supervisory Board of Fortuna Entertainment Group N.V.

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Investor Information

Fortuna’s Shares and Share Capital

Shareholders as of 31 December 2013

FORTBET HOLDINGS LIMITED, a subsidiary of Penta Investments Limited 67.26%

Templeton Asset Management Ltd. 5.09%

BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A. 4.88%

Management 0.02%

Other free float 22.75%

Source: Company Data

On 21 October 2010, Fortuna successfully completed an Initial Public Offering (“IPO”) of its shares with the issue price set at EUR 4.3 per share. In the IPO, a total number of 18,200,000 shares were offered by the selling shareholder Penta Investments Limited (including the over-allotment), including 2,000,000 newly- issued shares. The total volume of the offering equalled EUR 78.26 million based on the 18,200,000 shares. After the exercise of the over-allotment option, 34,975,330 shares remained with Penta; the rest were sold to institutional and retail investors. About 1% of the offering was allocated to retail.

The IPO was twice oversubscribed and the issue price was set at just under the upper end of the indicated price range. Shares of Fortuna Entertainment Group N.V. were listed on the Prague Stock Exchange on 27 October 2010 (conditional trading from 22 October) and on the Warsaw Stock Exchange on 28 October 2010.

As of 31 December 2013, the issued and paid-up share capital of FEG amounted to EUR 520,000 and was divided into 52,000,000 shares with a nominal value of EUR 0.01 each. All of the shares are ordinary registered shares, are fully paid up and rank pari passu with each other, and there is no other authorised class of shares. All shares have been or will be issued under Dutch law. All shares have one vote and carry equal dividend rights.

The shares are traded on the Prague Stock Exchange under ISIN NL0009604859 BAAFOREG and on the Warsaw Stock Exchange under FEG. The shares of FEG since 20 December 2010 have been part of the PX index, which covers the shares of all major issuers on the Prague Stock Exchange.

Share Price Development and Trading Activity in 20134

In 2013, FEG shares were traded for a total value of CZK 1,126 million on the Prague Stock Exchange and for a total value of PLN 84.9 million on the Warsaw Stock Exchange. The lowest trading prices during the year were CZK 83 and PLN 13.5 and the highest were CZK 129 and PLN 20 on the Prague and Warsaw Stock Exchanges, respectively.

The closing prices on 30 December 2013 were CZK 119 on the Prague Stock Exchange and PLN 17.8 on the Warsaw Stock Exchange and the market capitalisation of FEG came to CZK 6.2 billion (based on the Prague Stock Exchange quote).

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FORTUNA ENTERTAINMENT GROUP N.V.

1. 1. 2013 – 31. 12. 2013

Prague Stock Exchange Share Price Development

Source: PSE

1. 1. 2013 – 31. 12. 2013

Warsaw Stock Exchange Share Price Development

Source: WSE

Changes in the Shareholder Structure in 2013

In April 2013 the majority shareholder of Fortuna Entertainment Group N.V. (previously AIFELMONA

HOLDINGS LIMITED) changed its legal name and registered seat to FORTBET HOLDINGS LIMITED, with its registered office at Agias Fylaxeos & Polygnostou, 212, C & I Center Building, 2nd floor, 3082, Limassol, Cyprus.

The changes were duly registered in the Registrar of Companies of the Republic of Cyprus and are in the effect from 11 April 2013 (with respect to change of legal name) and from 26 February 2013 (with respect to the change of registered office) and in any case do not affect shares held in the Company or execution of shareholder’s rights. The majority shareholder is a subsidiary of Penta Investments Limited and holds 34,975,330 shares in the Company, constituting 67.26% of the share capital, and representing 34,975,330 votes, constituting 67.26% of total votes in the Company.

60 70 80 90 100 110 120 130 140

January February March April May June July August September October November December

C ZK 10 12 14 16 18 20 22

January February March April May June July August September October November December

P

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In January 2013 the Company received a notification that clients and investment funds managed by BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A. jointly held 2,535,128 shares in the Company, constituting 4.88% of the share capital and of the total voting rights attached to the shares issued by the Company, as of 14 January 2013. Prior to that, clients and funds managed by BZ WBK AIB Towarzystwo Funduszy Inwestycyjnych S.A., had jointly held over 5.00% of the share capital and voting rights attached to the shares issued by the Company.

In September 2013 the Company was informed that clients and investment funds managed by Templeton Asset Management Ltd. jointly held 2,646,025 shares in the Company, constituting 5.09% of the share capital and of the total voting rights attached to the shares issued by the Company, as of 6 September 2013. Prior to that, clients and funds managed by Templeton Asset Management Ltd. had jointly held 2,496,025 shares in the Company, constituting 4.80% of the share capital and voting rights attached to the shares issued by the Company.

During the financial year ending 31 December 2013, the Company did not receive any other notification from shareholders about an acquisition or change of a major holding in the share capital and the total voting rights attached to the shares issued by the Company.

The total stake held by the management of the Company as of 31 December 2013 was 0.02%.

Dividend Policy

The Annual General Meeting of shareholders of Fortuna Entertainment Group N.V. held on 28 May 2013 in Amsterdam approved the Management Board’s proposal to effect a gross dividend payment of EUR 0.67 in cash per share.

The AGM effected:

gross dividend payments of EUR 0.23 in cash per share from the consolidated net profit for the financial

year 2012. The dividend pay-out represents approximately 97% of the net profit (consolidated accounts);

gross dividend payments of EUR 0.10 in cash per share from retained earnings;

gross dividend payments of EUR 0.34 in cash per share as the distribution of the share premium.

The total sum allocated for the dividend amounted to EUR 34.84 million which, based on a total number of shares 52,000,000, equalled EUR 0.67 per share. The dividend record date was set to 11 June 2013. The actual payment of dividend occurred on 26 June 2013.

The Company’s long-term dividend policy is to pay out 70–100% of consolidated net profit. The exact dividend for the financial year 2013 will be proposed by the Management Board to shareholders at the AGM, which is expected to take place in May 2014.

Fortuna’s Investor Relations Commitment

In the period since the IPO, Fortuna has focused on developing research coverage for the Company, developing relationships with analysts and setting up investor relations communications according to the best market standards. At present, the Company has 10 sell-side analysts, who publish research on the Company, and a number of other commenting analysts from both international investment banks and CEE- based financial institutions.

Fortuna is dedicated to open and proactive communication with its shareholders and has implemented a schedule of investor communications events, which is fully compliant with market standards for listed companies.

Financial Results Calendar for 2014

7 May 2014 Interim Management Statement for the Period Starting 1 January 2014 28 August 2014 Half Year Report 2014 incl. First Half 2014 Financial Results

Fortuna has