Giełda Papierów Wartościowych w Warszawie S.A. Group - PDF

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Raport kwartalny Grupy Kapitałowej Giełdy Papierów Wartościowych w Warszawie S.A. za I kwartał r. Giełda Papierów Wartościowych w Warszawie S.A. Group Quarterly Report for Q3 Warsaw, October 30, 1 Quarterly

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Raport kwartalny Grupy Kapitałowej Giełdy Papierów Wartościowych w Warszawie S.A. za I kwartał r. Giełda Papierów Wartościowych w Warszawie S.A. Group Quarterly Report for Q3 Warsaw, October 30, 1 Quarterly Report of for Q3 Table of Contents 1. SELECTED OPERATING AND FINANCIAL DATA OF THE ISSUER AND THE GROUP Main parameters of the markets operated by the Group Selected financial data of the Group QUARTERLY REPORT OF THE EXCHANGE MANAGEMENT BOARD ON THE ACTIVITY OF THE GROUP Information about the Group Background information about the Group Organization of the Group and the effect of changes in its structure Ownership Generated financial results and their key drivers in Q Summary of results Revenue Financial Market Commodity market Other revenue Operating expenses Other income and expenses Financial income and expenses Share of profit of associates Income tax Group s balance sheet structure Cash flows Capital expenditure Seasonality and cyclicality of operations Key factors impacting results in the horizon of at least one quarter Other material information QUARTERLY FINANCIAL INFORMATION OF THE WARSAW STOCK EXCHANGE FOR Q APPENDICES: CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS FOR THE NINE- MONTH PERIOD ENDED SEPTEMBER 30, AND THE AUDITOR S REPORT Quarterly Report of for Q3 1. Selected operating and financial data of the Issuer and the Group 1.1. Main parameters of the markets operated by the Group 14% 12% 10% 8% 6% 4% 2% 0% -2% -4% -6% WIG index return rate 12.41% 9.77% 7.18% 8.51% -1.11% -0.89% -4.87% Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 10% 8% 6% 4% 2% 0% -2% -4% -6% -8% -10% WIG20 index return rate 8.92% 6.62% 6.50% 4.22% -0.49% -5.25% -8.24% Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Source:Company Number of domestic companies - Main Market Source:Company Number of foreign companies - Main Market Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Source:Company Source:Company 0 Source:Company Capitalization of domestic companies Main Market (PLN bn) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Session turnover on the Main Market - equities (PLN bn) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 ' Source:Company Source:Company Source:Company Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 ' Number of new listings - Main Market new companies 2 transfers from NewConnect 1 6 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 ' Block trades turnover on the Main Market - equities (PLN bn) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 3 Quarterly Report of for Q Value of primary offerings - Main market and NewConnect (PLN bn) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' Value of secondary offerings - Main Market and NewConnect (PLN bn) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 Source:Company Source:Company Number of companies - NewConnect Number of new listings - NewConnect Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 0 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 Source:Company Source:Company Capitalization - NewConnect (PLN bn) Turnover value - NewConnect (PLN mn) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 0 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 Source:Company Source:Company Turnover volume - futures contracts (m contracts) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' Turnover volume - options (thousands contracts) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 Source:Company Source:Company 4 Quarterly Report of for Q3 ## ## ## ## 70 ## Value of listed non-treasury bond issues - Catalyst (PLN bn) Number of of listed non-treasury bond issues - Catalyst Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 0 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Source:Company Source:Company Number of WSE exchange members TBSP.Index return rate 1 66 local remote 9.0% % % 5.2% % Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 3.0% 1.5% 0.0% 2.5% 3.0% 0.1% -0.3% 0.5% Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Source:Company Treasury debt securities turnover value (cash transactions) - TBSP (PLN bn) Source: BondSpot Treasury debt securities turnover value (repo transactions) - TBSP (PLN bn) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 0 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Source: BondSpot Source: BondSpot 1 Total return index of treasury bonds 2 Sum of opening transaction and closing transaction 5 Quarterly Report of for Q3 Turnover volume - electricity spot market - PolPX and poee WSE Energy Market (TWh) 3, 4 Turnover volume - electricity forward market - PolPX and poee WSE Energy Market (TWh) 3, Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 0 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 Source: WSE, PolPX 36 Turnover volume - property rights in certificates of origin of electricity (TWh) 4 Source: WSE, PolPX 18 Volume of issued property rights in certificates of origin of electricity - PolPX (TWh) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 0 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 Source: PolPX Volume of redeemed certificates of origin of electricity - PolPX (TWh) 4 Source: PolPX Volume-weighted average value of IRDN Index (PLN/MWh) Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3' 13 Source: PolPX Source: PolPX 3 poee WSE Energy Market operated within WSE structure from December 2010 to the end of Q1. There is a concentration of trade in commodities within the PolPX Group from Q2. 4 PolPX was taken over by WSE in February 5 IRDN - Electricity Market Index quoted by PolPX (volume-weighted average price of all transactions during a trading session, calculated by delivery date for all day) 6 Quarterly Report of for Q Selected financial data of the Group SELECTED CONSOLIDATED FINANCIAL DATA OF THE GIEŁDA PAPIERÓW WARTOŚCIOWYCH W WARSZAWIE S.A. GROUP Selected data in the consolidated statement of comprehensive income under IFRS, reviewed Nine-month period ended PLN'000 EUR'000 [1] Revenue 212, ,711 50,674 47,445 Financial market 153, ,161 36,587 37,574 Commodity market 57,147 38,736 13,601 9,202 Other revenue 2,041 2, Operating expenses 121, ,773 28,825 25,841 Other income 1,725 8, ,030 Other expenses 1,302 1, Operating profit 92,222 98,359 21,949 23,367 Financial income 9,215 10,894 2,193 2,588 Financial expenses 9,425 13,317 2,243 3,164 Share of profit of associates 10,880 8,328 2,589 1,978 Profit before income tax 102, ,264 24,488 24,770 Income tax expense 17,894 18,110 4,259 4,302 Profit for the period 84,998 86,154 20,229 20,468 Basic / diluted earnings per share [2] (PLN, EUR) EBITDA [3] 121, ,048 28,946 28,282 [1] Based on the nine-month average of EUR/PLN exchange rates quoted by the National Bank of Poland (respectively: 1 EUR = PLN in the first nine months of and 1 EUR = PLN in the first nine months of ). [2] Calculated based on the net profit attributable to shareholders of the parent entity. [3] EBITDA = operating profit + share of profit of associates + depreciation and amortisation. Selected data in the consolidated statement of financial position under IFRS, reviewed December 31, PLN'000 EUR'000 [1] December 31, Non-current assets 574, , , ,239 Tangible fixed assets 120, ,115 28,608 32,561 Intangible fixed assets 272, ,545 64,604 51,256 Investment in associates 156, ,213 37,164 36,988 Available-for-sale financial assets 20,982 11,183 4,976 2,735 Other non-current assets 4,063 6, ,700 Current assets 445, , , ,344 Trade and other receivables 44,754 62,929 10,615 15,393 Available-for-sale financial assets Cash and cash equivalents 395, ,883 93,738 92,677 Other current assets 5,346 5,090 1,268 1,245 TOTAL ASSETS 1,020, , , ,583 Equity of the shareholders of the parent entity 607, , , ,637 Non-controlling interests 1,205 1, Non-current liabilities 248, ,842 58,875 60,624 Current liabilities 163, ,292 38,756 37,985 TOTAL EQUITY AND LIABILITIES 1,020, , , ,583 [1] Based on the mean EUR/PLN exchange rates quoted by the National Bank of Poland as at (1 EUR = ) and (1 EUR = PLN). As at EBITDA margin (EBITDA/Revenues) Operating profit margin (Operating profit/revenues) Return on equity (ROE) (Profit for the last 12 months/average equity at the beginning and end of the last 12 months) Debt to equity ratio (Interest-bearing liabilities [1] /Equity) [1] total liabilities under debt, e.g., principal and interest Selected financial ratios of the Group Period ended/as at 57.1% 59.6% 43.3% 49.3% 18.3% 21.4% 40.5% 46.8% Source: Condensed Consolidated Interim Financial Statements, Company 7 Quarterly Report of for Q3 2. Quarterly report of the Exchange Management Board on the activity of the Group 2.1. Information about the Group Background information about the Group The parent entity of ( the Group ) is Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna ( the Warsaw Stock Exchange, the Exchange, WSE, the Company or the parent entity ) with its registered office in Warsaw, ul. Książęca 4. The Warsaw Stock Exchange is the largest national financial instruments exchange in CEE, one of the European exchanges with the most marked contribution to the growth of commodity markets, and one of the fastestgrowing exchanges in Europe. The Group offers a broad range of products and services on its markets of equities, derivatives, debt instruments and structured products, power, gas and property rights; it also clears trade, operates a Register of Certificates of Origin of electricity, and provides information services. WSE is one of Poland s most recognizable financial institutions globally. The parent entity and the subsidiaries of the Group have two main business lines: financial market, which includes trading in equities, derivatives, debt instruments and other financial instruments, listing, and information services; commodity market, which includes trading in electricity, natural gas and property rights in certificates of origin of energy, operation of a Register of Certificates of Origin of electr icity, clearing of trade, settlement of exchange commodities, management of the resources of the clearing guarantee system and determining the amount of credits and debits of Warsaw Commodity Clearing House members, as well as trade operator services on the electricity market. In its business in all these segments, the Group organizes and operates trading on the following markets: WSE Main Market (trade in equities, equity-related and other cash instruments, derivatives), NewConnect (trade in equities and equity-related instruments of small and medium-sized enterprises), Catalyst (trade in corporate, municipal, co-operative, Treasury and mortgage bonds operated by WSE and BondSpot), Treasury BondSpot Poland (wholesale trade in Treasury bonds operated by BondSpot). As of Q1, the Group additionally organizes and operates trade on the markets operated by the company Polish Power Exchange ( PolPX ): Energy Markets (Intra-Day Market, Day-Ahead Market, Commodity Derivatives Market, Electricity Auctions), Property Rights Market (trade in property rights in certificates of origin of electricity), CO 2 Emission Allowances Market (trade in CO 2 emission allowances), Gas Exchange as of December 20, (trade in natural gas with physical delivery on the Intra- Day Market and the Commodity Derivatives Market). In addition, as of Q1, the Group operates a clearing house and settlement system for transactions in exchange-traded commodities within the meaning of the Commodity Exchange Act and in financial instruments other than securities within the meaning of the Act on Trading in Financial Instruments via the company Warsaw Commodity Clearing House ( WCCH ) and a Register of Certificates of Origin of electricity via the company PolPX. 8 Quarterly Report of for Q3 On October 15,, WSEInfoEngine S.A., a subsidiary of WSE, opened InfoEngineOTC, an OTC commodity trading platform. Commodity trading (in the first phase, trading in electricity and certificates of origin) is supported by the electronic ask and bid matching system GlobalVision developed by Trayport, a special electronic platform which supports OTC commodity trade among others. Trade is executed as bilateral contracts between trade partners whose asks and bids have been matched in the electronic system. The Group also earns other revenues from the business of a trade operator on the electricity market and from educational services, office space lease, and promotion services. Basic information about the parent entity: Name and legal status:... Giełda Papierów Wartościowych w Warszawie Spółka Akcyjna Abbreviated name:... Giełda Papierów Wartościowych w Warszawie S.A. Registered office and address:... ul. Książęca 4, Warsaw, Poland Telephone number: (22) Telefax number: (22) , +48 (22) Website: KRS (registry number): REGON (statistical number): NIP (tax identification number): Organization of the Group and the effect of changes in its structure As at, the Warsaw Stock Exchange (the parent entity) and its subsidiaries comprised the Giełda Papierów Wartościowych w Warszawie S.A. Group. In addition, WSE held shares in two associates. Warsaw Stock Exchange subsidiaries and associates as at and WSE s stake in their share capital. Source: Company 9 Quarterly Report of for Q3 The subsidiaries are consolidated using full consolidation as of the date of taking control while the investment in associates is recognized using equity accounting. The liquidation of InfoGT Sp. z o.o. (a subsidiary of PolPX) was opened in September and its business focused on the provision of IT services within the PolPX Group was transferred to PolPX. Following the completion of the liquidation, the company was struck off National Court Register on July 15,. In Q2, WSE increased the share capital of Instytut Rynku Kapitałowego WSE Research S.A. ( IRK ) from PLN 1.0 million to PLN 1.6 million. In Q2, the Ordinary General Meeting of WSEInfoEngine ( WSE IE ) decided to increase the share capital from PLN 3.4 million to PLN 4.4 million. The new issue shares were acquired in Q3. In Q2, IRK took over the media business from WSE IE. Currently the business of IRK focuses on the provision of IR/PR support services to companies listed on WSE and on the organization of training on the capital market. In addition to its activity as a trade operator on the commodity market, WSE IE is developing services offered by the WSE Group to commodity market participants including among others an OTC commodity trade platform (the platform opened on 15 October ). In Q3, WSE initiated the reorganisation of the WSE Group s companies active on the commodity market by concentrating the commodity market activities within a holding 100% controlled by WSE. WSE acquired 100% of shares in the share capital of WSECommodities on August 28,. The purchase price of the shares was PLN 13,450. WSE decided to increase the share capital of WSECommodities in order to pay for 1,900 newly issued shares on August 28,. The amount of the capital increase was PLN 95,000. The share capital of WSECommodities is now PLN 100,000. WSE intends to transfer to WSECommodities 100% of shares held in PolPX Group companies and WSEInfoEngine. Considering the current and planned scope of activity of PolPX, WSEIE and WCCH, WSE expects that the concentration of these companies within a specially established holding will provide potential business benefits. Furthermore, with a view to tax optimisation of the reorganisation of the Group and its activity, WSE decided to set up a tax group comprised of WSE and WSECommodities. Consequently, on August 28,, WSE and WSECommodities signed an agreement concerning the creation of a tax group for a period of three fiscal years starting on December 1, and ending on December 31, 2016 (the first fiscal year will be 13 months long). The agreement was registered by the First Tax Office in Warsaw on October 3,. Apart from the above mentioned subsidiaries and associates, as at the date of preparation of this Report, WSE also held 9.99% of shares of INNEX PJSC and 1.3% of shares of S.C. Sibex Sibiu Stock Exchange S.A. WSE and Aquis Exchange Limited with its registered office in the UK signed an agreement concerning acquisition of new issue shares of Aquis Exchange Limited on August 19,. The agreement concerned the acquisition of 384,025 ordinary shares of new issue, in two tranches, for GBP per share. The number and the value of the shares acquired in the first tranche were 153,609 shares and GBP 2 million, respectively. Acquisition of the remaining 230,416 shares is subject to approval of UK s Financial Conduct Authority (FCA) for Aquis Exchange to operate as a multilateral trading facility (MTF) and subject to FCA s approval for WSE to increase its stake in Aquis capital. The total price of 384,025 of Aquis Exchange to WSE will be GBP 5 million. Since 2008, the Group has operated a representative office in Kiev (Ukraine), whose operations focus on promoting WSE among Ukrainian investors, issuers and financial intermediaries. The Representative Office has no separate legal personality and does not carry on any profit-earning independent business operations. In all its activities, the Representative Office acts on behalf and for WSE to the extent stipulated in the Representative Office s Statutes and powers of attorney granted by the Management Board of WSE, always in compliance with the laws of Ukraine. The Group does not hold any branches or establishments. 10 Quarterly Report of for Q Ownership As at the date of publication of this Report, the share capital of the Warsaw Stock Exchange was divided into 41,972,000 shares including 14,807,470 Series A preferred registered shares (one share gives two votes) and 27,164,530 Series B ordinary bearer shares. As at the date of publication of this Report, according to the Company s best knowledge, the State Treasury holds 14,688,470 Series A preferred registered shares, which represent 35.00% of total shares and give 29,376,940 votes, which represents 51.74% of the total vote. The total number of votes from Series A and B shares is 56,779,470. According to the Company s best knowledge, as at the date of publication of this Report, no shareholders other than the State Treasury held directly or indirectly at least 5% of the total vote in the parent entity. The ownership structure of material blocks of shares did not change since the publication of the previous periodic report. The tables below present WSE shares and allotment certificates held by the Company s and the Group s supervising and managing persons. WSE shares and allotment certificates held by the Company's and the Group's managing persons as at the date of publication of this Report Number of shares held Number of allotment certificates held Adam Maciejewski 0 0 Beata Jarosz 0 0 Paweł Graniewski 0 0 Dariusz Kułakowski 25 0 Mirosław Szczepański 0 0 WSE shares and allotment certificates held by the Company's and the Group's supervising persons as at the date of publication of this Report Number of shares held Number of allotment certificates held Wiesław Rozłucki 25 0 Leszek Pawłowicz 0 0 Dariusz Kacprzyk 0 0 Marek Wierzbowski 0 0 Marek Słomski 0 0 Sławomir Krupa 0 0 Jacek Lewandowski 0 0 Source: Company On September 17,, the Polish Financial Supervision Authority approved a change to the composition of the Exchange Management Board and the appointment of Mr Dariusz Kułakowski as a Member of the Management Board. Mr Dariusz Kułakowski held 25 WSE shares at the date of publication of this report. The number of the above mentioned financial instruments held by the Company s and the Group s other supervising and managing persons did not change since the publication of the previous periodic report (with 11 Quarterly Report of for Q3 respect to the Members of the Exchange Supervisory Board and the Exchange Management Board who were in office at the date of publication of the previous periodic report). The composition of the Exchange Supervisory Board changed in the first nine months of. Th
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