Share capital, shares, bonds, share listing on WSE

Share Capital

As at December 31, 2012, and as at the date of preparation of this Report, the share capital of Giełda Papierów Wartościowych w Warszawie S.A. amounts to PLN 41,972,000 (forty one million nine hundred seventy two thousand zlotys) and is divided into 41,972,000 (forty one million nine hundred seventy two thousand) shares with a nominal value of PLN 1 (one) per share. The shares include series A preferred registered shares and series B ordinary bearer shares. Series A registered shares may be converted to bearer shares and become series B ordinary shares upon conversion.

In 2012, the Company did not purchase its own shares.

The Company has no employees share scheme; accordingly, it has no control system for an employees share scheme.

Shareholders

As at December 31, 2012, and as at the date of preparation of this Report, to the best knowledge of the Company, the State Treasury held 14,688,470 series A registered shares (preferred as to vote) representing 35.00% of total shares and conferring the right to 29,376,940 votes at the General Meeting representing 51.70% of all votes at the General Meeting.

The remaining series A shares (161,000; 0.38% of all shares) were mainly held by brokerage houses and banks which in aggregate hold simultaneously 322,000 votes at the General Meeting (0.57% of all votes at the General Meeting).

In 2012, 238,000 series A registered shares (preferred as to vote) were converted into series B ordinary bearer shares.

Holders of series A preferred registered shares may convert series A shares to series B ordinary bearer shares. The Company’s Articles of Association impose no restrictions on the conversion of registered shares to bearer shares. Conversion of series A preferred registered shares to series B ordinary bearer shares results in a change of the number of votes conferred by each share of the Company from two votes to one vote per share.

As at December 31, 2012, and as at the date of preparation of this Report, to the Company’s best knowledge, no shareholder other than the State Treasury held directly or indirectly at least 5% of the overall number of votes at the General Meeting of Giełda Papierów Wartościowych w Warszawie S.A.

Amongst all persons managing and supervising the Company, its shares bought in public offering (25 shares) were held as at the balance-sheet date only by Ludwik Sobolewski, who was the President of the Management Board in 2012. According to the Company’s best knowledge, persons currently managing and supervising the Company do not hold shares in its subsidiaries or associates.

Shareholding structure of Giełda Papierów Wartościowych w Warszawie S.A.
  As at December 31, 2012 and as at the date of preparation of this Report
  Number of shares % share in the number of shares Number of votes % share in the number of votes
State Treasury of the Republic of Poland 14,688,470 35.00% 29,376,940 51.70%
Others – preferred shares 161,000 0.38% 322,000 0.57%
Others – bearer shares 27,122,530 64.62% 27,122,530 47.73%
Total 41,972,000 100.00% 56,821,470 100.00%
Source: WSE

Share Listing on WSE

WSE was newly listed on the Warsaw Stock Exchange on November 9, 2010. The share price at the closing of the first trading day was PLN 54, i.e., 25.6% more than the share allocation price for retail investors in the IPO (PLN 43) and 17.4% more than the price in the institutional tranche (PLN 46). The Company shares are listed on the WSE main market in the continuous trading system. As at December 31, 2012, 27,122,530 series B bearer shares (64.62% of all shares), which give the right to exercise 27,122,530 votes (47.73% of the total vote at the General Meeting), were introduced to trading on WSE.

WSE shares are part of the indices WIG and WIG-PL since the session on November 13, 2010; they are part of the index mWIG40 since the session on March 19, 2011; they are also part of the WIGdiv index since the session on December 17, 2011.

In 2012:

  • the WSE share price rose by 10% from PLN 35.25 at the closing of the last trading day in 2011 to PLN 38.87 at the end of 2012;
  • the average WSE share price was PLN 37.46 per share in 2012, which was 19% (PLN 8.93) less than in 2011;
  • the WSE share price ranged from PLN 32.87 (September 5)to PLN 43.64 (February 8);
  • the average daily volume of session trading was 77,267 shares;
  • the average daily value of session trading was PLN 2.9 million, ranging from PLN 0.181 million (September 3) to PLN 18.775 million (March 7);
  • the velocity ratio of WSE shares (annual turnover to company capitalization) was 46%;
  • the company capitalization was PLN 1.63 billion at the end of 2012 compared to PLN 1.48 billion a year earlier.

 

WSE share price in 2012

WSE share price in 2012

Source: WSE

 

WSE share price from new listing to the end of 2012 

WSE share price from new listing to the end of 2012

Source: WSE

 

The increase of the WSE share price in 2012 reflected the performance of the main exchange indices, which closed the year at the highest percentage increase since 2009 despite the downturn on the financial markets (a clear downtrend from February to March followed by a recovery). The WIG index gained 26.2% in 2012, WIG20 gained 20.4% and mWIG40 gained 20.5%.

Issue of WSE Bonds, Application of Cash Raised in the Issue

In December 2011, the Company issued 1,700,000 series A bearer bonds with a total nominal value of PLN 170 million. In February 2012, the Company issued 750,000 series B bearer bonds with a total nominal value of PLN 75 million.

The purpose of the series A and B bond issue with a total value of PLN 245 million was to finance WSE projects including institutional consolidation on the exchange commodities market and expansion of the range of products available for investors on that market, as well as technology projects in financial markets and commodity markets.

By the date of preparation of this Report, receipts from the issue of series A and B WSE bonds were used to acquire shares of the Polish Power Exchange (“PolPX”):

  • on February 24, 2012, shares representing 80.33% of the share capital, which give the right to exercise the same proportion of votes at the general meeting of PolPX; transaction value: PLN 179.4 million;
  • on February 29, 2012, shares representing 7.67% of the share capital, which give the right to exercise the same proportion of votes at the general meeting of PolPX, on terms similar to those of the above transaction.
  • in subsequent months, WSE gradually increased its stake in PolPX: it stood at 91.34% as at June 30, 2012; 98.17% as at September 30, 2012; and reached 100% in December 2012.

As at the balance-sheet date of December 31, 2012 and as at the date of preparation of this Report, WSE is the sole shareholder of PolPX. WSE paid PLN  213.9 million for 97.67% of PolPX shares acquired in 2012, which implies the company’s aggregate valuation of PLN 219 million.

Prior to the transactions, the Company held shares representing 2.33% of the share capital of PolPX. As at the date of preparation of this Report, WSE holds 100% shares representing 100.00% of the share capital of PolPX and can exercise 100.00% of votes at the general meeting of PolPX.

The aforementioned amount raised in the issue of WSE bonds is being used according to the goals of the issue.

WSE bond listing on Catalyst

WSE bonds are listed on the bond market Catalyst (on the WSE regulated market and in the BondSpot alternative trading system) since February 2012.

WSE bonds are floating rate unsecured notes. Interest is fixed within the interest period at WIBOR 6M plus a margin of 117 basis points. The table below presents interest rates in interest periods as well as the amount of interest.

Interest rate and amount of interest on WSE bonds
Interest period Interest paid (per bond) Interest rate in the interest period
I 3.21 6.17%
II 3.18 6.31%
III   2.62* 5.29%
*Interest to be paid on July 1, 2013.

WSE bond price in 2012 

WSE bond price in 2012

Source: WSE

Agreements in Respect to WSE Shares and Bonds

As at the date of preparation of this Report, the Company has no information as to agreements (including post-balance sheet date agreements) which could result in any changes in the future in respect of the proportions in shares or bonds held by the existing shareholders and bondholders.

 

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