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Summary of Agora Group's ESG activities in 2023

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Summary of Agora Group's ESG activities in 2023

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AGORA S.A.
Czerska 8/10 Street
00-732 Warszawa

AGO -0,37%
mWIG40 -1,66%
WIG-MEDIA 0,3%

Regon: 11559486
Numer KRS: 59944
NIP: 526-030-56-44

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June 26, 2019 / 17:18

20/2019 Answers to shareholder questions raised at the General Meeting of Shareholders of Agora S.A. on 12 June 2019

Regulatory filing

The Management Board of Agora S.A. with its registered seat in Warsaw (“Agora”, “Company”) hereby publishes answers provided to a shareholder on 26 June 2019 to questions raised in accordance with art. 428 paragraph 5 of commercial companies code.

Question 1 – Which companies does the item “Purchase of shares in the Company (note 32) PLN 9.601 million” relate to?

As indicated in the Consolidated Financial Statements of Agora Group for the financial year 2018 (“Statement”) on page 69, during the reporting period, Agora S.A. acquired shares of ROI Hunter a.s. with its registered office in Brno (Czech Republic) for the amount of PLN 2.2 million, i.e. EUR 9,541 thousand and AMS S.A. acquired 100 shares in Instytut Badań Outdooru IBO sp. z o.o. with its registered office in Warsaw, for the amount of PLN 60 thousand, thus the sum of the abovementioned amounts was reflected in the “purchase of shares in the company (note 32)” item indicated in note “6. – investments in associates and joint ventures” (p. 35-36 of the Statement).

 

Question 2 – Which companies does the item “Sale of shares in the Company (note 32) PLN 5.381 million” relate to?

The item “Sale of shares in the company” specified in note “6. — investments in associates and joint ventures” (p. 35-36 of the Statement) deals with the sale of shares
of Stopklatka S.A. The value of the item is the accounting value of the investment in Stopklatka S.A. determined by the equity method at the date of sale.

 

Question 3 – Please state the number of Helios shares to which the “Other financial liabilities” item from the Balance Sheet of the Agora Group relates – the item is referred to in note 16 as “Liabilities arising from put option” and amounts to PLN 33.237 million.

The Company's Management Board is not obliged to answer the above question because this information is not necessary for proper evaluation of the prepared financial statements as a whole, thus the shareholder's question exceeds the scope of Article 428 § 1 of the Commercial Companies Code. The Company disclosed all information regarding the put option, which is relevant to the assets of the Agora Group of Companies, in accordance with the applicable financial reporting rules. Moreover, the disclosure of the information requested by the shareholder would be equivalent to disclosure of data which the company treats as a company secret.

 

Question 4 – Please state the amount of liabilities arising from put options per share covered by the put option?

The Company's Management Board is not obliged to answer the above question because this information is not necessary for proper evaluation of the prepared financial statements as a whole, thus the shareholder's question exceeds the scope of Article 428 § 1 of the Commercial Companies Code. The Company disclosed all information regarding the put option, which is relevant to the assets of the Agora Group of Companies, in accordance with the applicable financial reporting rules. Moreover, the disclosure of the information requested by the shareholder would be equivalent to disclosure of data which the company treats as a company secret.

 

Question 5 – What algorithm was used to calculate the liability amount shown in the Balance Sheet of Agora Group?

As indicated by the company on page 73 of the Statement in note 34., item “3. – Fair value hierarchy for financial instruments” level 3 of the valuation hierarchy of financial instruments applies to the liability arising from the put option for Helios S.A., hence it is indicated in the Statement that the amount of the liability depends on the contractual arrangements of the parties covered by the trade secret, as well as the expected operating result of EBIT during the period resulting from the put option and the discount rate.

In view of the above, the value of the liability is the discounted future redemption value of the put option( based on the discount rate used) calculated in accordance with the option formula included in the option contracts, which takes into account, among others, the future projected value of the result of EBIT during the period resulting from the put option.

 

Question 6 – Does the amount of “liabilities arising from options” reported in note 34 at fair value meet the definition of fair value as set out in the Accounting Act?

The Company, as an issuer of securities, is required under Article 55 of the Accounting Act
of 29 May 1994 Journal of laws of 2019, item 351), to prepare an annual consolidated financial statement in accordance with International Financial Reporting Standards - IFRS (previously: International Accounting Standards – IAS). In view of the above, the Company did not consider the compliance of the fair value of this liability on the basis of the definition in the Accounting Act.

 

Question 7 – Since the values included in level 3 are not based on observable market data, please specify the algorithm used to determine the amount of liabilities arising from
the put option?

As indicated in answer to question 6, the Company is required to apply International Financial Reporting Standards, hence the information contained on page 73in note 34, item “3. – Fair value hierarchy for financial instruments ”, has been disclosed in accordance with IFRS 13. The Company provided information to the public which helps users of the Statement to assess the impact of the valuations on the financial result, whereas the relevant variables are: the future projected value of the EBIT result in the period resulting from the put option and the discount rate.

 

Question 8 – What method has been used to calculate the future estimates of “liabilities arising from put option” (PLN 49.226 million)?

Note 34, item “4. – cash flows related to financial liabilities”, table (p. 74 of the Statement) indicates the amount of the put option liability of PLN 49 226 thousand, calculated as a future undiscounted estimated value of redemption value of the put option in the estimated implementation period presented in the table.

 

Question 9 – What method has been used to calculate the amount of “liabilities arising from put options” (PLN 1.760 million) and what does this amount refer to?

Under note 34, item “4. – cash flows related to financial liabilities”, table (p. 74 of the Statement) in the column “over 6 to 12 months”, the line “put option liabilities” indicates an amount of PLN 1,760 thousand, with a shareholder not controlling Goldenline
sp. z o.o., which was calculated on the basis of the estimated future redemption value of the put option, calculated in accordance with the option formula contained in the option contract. The company disclosed in the Statement on page 47, note “16 — other financial liabilities”, that the put option liabilities relate to Helios S.A. and Goldenline Sp. z o.o., thus the table in p. 74 of the report reflects the data relating to both companies.

 

Question 10 – Has the repurchase amount referred to in § 6 of Article 4181 of the Commercial Companies Code been calculated based on Helios’ consolidated financial statements and taking into account the net asset value of the subsidiary company Next Film z o.o.?

 

Question 11 – Given that – as indicated in note 32 to the Balance Sheet of the Agora Group – the repurchase price for Helios shares has not yet been judicially determined, which – as shown by previous Supreme Court decisions – is the ‘sine qua non’ condition for the transfer of ownership of the repurchased shares under the compulsory repurchase procedure, on which legal basis has Agora increased its stake in Helios and the subsidiary company Next Film Sp. z o.o. prior to the final judicial determination of the market / fair repurchase price for Helios shares?

 

Question 12 – Why the amount resulting from § 6 of Article 4181 of the Commercial Companies Code transferred by 30 June 2016 (as indicated by note 32) by Agora to Helios as part of the repurchase process involving Helios’ shares was actually paid into the accounts of the shareholders as late as 2 June 2017?

 

Question 13 – Given that payment of the amount resulting from § 6 of Article 4181 of the Commercial Companies Code to the minority shareholders was delayed by nearly a year, has the Helios subsidiary company paid statutory interest to the shareholders?

 

Question 14 – Have the minority shareholders requested the Helios subsidiary company to make payment of statutory interest?

 

Question 15 – Please state the repurchase price of Helios shares as determined by the Eco Bilans auditing company in Lodz (appointed by the court) under compulsory repurchase procedure?

 

Question 16 – Is the management board for Agora aware why the auditor appointed by the registry court has delayed by two years the preparation of a share valuation for 10 Helios shares under repurchase procedure?

 

Question 17 – Why Agora and its subsidiary company Helios have objected to the appointment of a statutory auditor from one of the top 8 major independent auditing companies in Poland and across the globe?

 

Question 18 – Please state the amount of dividend the company will pay to its shareholder Agora S.A. in 2019 from the 2018 net profit (PLN 32.345 million) shown under item 10 in note 38 to the Balance Sheet of the Agora Group?

 

Shareholder questions No. 10-18 exceed the scope of Article 428 § 1 of Commercial Companies Code, hence the Company is not obliged to reply.

The Management Board of Agora S.A. is obliged to provide the shareholder with information on questions which: (i) refer to the Company and (ii) are justified for the assessment of the subject matter of the agenda. The scope of this right to information pursuant to Article 428 § 1 of the Commercial Companies Code is narrow and may not regard matters not relevant for the agenda (here: approval of the annual consolidated financial statement for 2018 covering the company and subsidiaries and other subordinate entities in accordance with the provisions of the accounting act).

The above-mentioned shareholder questions refer to: (i) Court proceedings, in which Agora S.A. is not a participant, including the interpretation of provisions relating to the object of the dispute, (ii) events that occurred in previous reporting periods and (iii) future events not covered by the reporting period. The Company wishes to draw attention to the fact that the Management Board is not obliged to provide information on organisational issues and decision-making processes related to the operation of other companies, in particular when shareholder questions exceed the scope of the agenda of the general meeting. In view of the foregoing, the Company's Management Board is not obliged to answer questions 10 to 18.

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