Novamedia Foundation Trust

During the transitional phase, constantly growing shares percentage came into the possession of the Novamedia Foundation Trust:

2008: 48.54%
2009: 48.54%
2010: 56.73%
2011: 61.73%
2012: 66.73%
2013: 81.03%
2016: 100%

The Novamedia Foundation Trust (Stichting de Novamedia Fundatie) was established to be the 100% shareholder in Novamedia Holding B.V. The aim of balanced governance is to keep the social mission on course and safeguard the continuity of the vision and mission. The board consists of Ben Knapen (chairman), Cees Boer and Boudewijn Poelmann.

The structure must ensure that (future) returns can be invested solely in achieving further social benefits (revolving fund). It is expected that this governance, with a strong, transparent protection structure (e.g. appointment procedure and quality requirements for administrators), will be introduced in the first half of 2017.

Transitional phase: all Novamedia shares to the Novamedia Foundation Trust

In order to make the Novamedia Foundation Trust the sole shareholder, a transitional phase has taken place in which all shares have been transferred to the Novamedia Foundation Trust. In 2008, all of the shareholders concerned established the basic price at which the Novamedia Foundation Trust could purchase the shares during this transitional phase. This basic price was far below what is usual in share transactions in general.

The Novamedia Foundation Trust financed the purchase of Novamedia shares between 2008 and 2013 by means of a bank loan and a loan from its ‘own’ Novamedia Holding B.V. The bank loan (€42 Million) could be paid off in 4 years because the remaining shareholders renounced their claim to a dividend since 2009 and the Novamedia Foundation Trust had the disposal of it.

The loan from Novamedia Holding B.V. has  not yet been paid back entirely (€23,6 Million still outstanding at September 2016). In 2016, Cella Media B.V., of which Boudewijn Poelmann and Annemiek Hoogenboom are the owners, donated the remaining 18.97% of the shares to the Novamedia Foundation Trust, on the condition that the usufruct remains with Cella Media, which proceeds will be donate annually to a charity fund. This now makes the Novamedia Foundation Trust 100% owner of Novamedia shares, thus safeguarding continuity.
The transitional phase has thus been fully completed.

Of the four founders of the Dutch Postcode Lottery, Boudewijn Poelmann is the only one who is still actively involved in Novamedia and the charity lotteries, as CEO.

Transaction with (former) shareholders:

2008:  Media Avenir B.V. 18,97% €10 million
  Chios Investments B.V.
29,57% € 37 million
 
2010: Cella Media B.V. 2,06% € 2.6 million
  Frank Leeman Holding B.V. 1,85% € 2.3 million
  Plein 2000 Holding B.V. 4,29% € 2.2 million +
    8,19% € 7, 1 million
 
2011 Plein 2000 Holding B.V. 5% € 2,6 million
2012 Plein 2000 Holding B.V. 5% € 2,6 million
 
2013-2015 Frank Leeman Holding B.V.   € 4,7 million
      € 4,2 million
      € 4,1 million +
    14,29% € 13,0 million
 
2016 Cella Media B.V. 18,97% DONATED

Prices mentioned above can also be consulted in the Novamedia annual reports

At the beginning of 2001, Chios Investments BV purchased a share package of 29.57% in Novamedia for €27 Million in order to finance the investments in Sweden. In 2008, the Novamedia Foundation Trust purchased the shares of Chios Investments BV for €37 Million: the original investment plus remuneration based on Euribor on the capital invested. Chios Investments BV made no claim to the considerable increase in value of these shares over these years.

The investment by Chios Investments BV enabled Novamedia to set up the Swedish Postcode Lottery. This involved an investment of €28 Million.

Financing the purchase of shares
The Novamedia Foundation Trust financed the purchasing of shares through a loan from the bank and a loan from its ‘own’ Novamedia Holding B.V. The loan from the bank (€42 Million) could be paid off in 4 years (2009-2012) because the remaining shareholders renounced their claim to a dividend from 2009 onwards and donated this in full to the Novamedia Foundation Trust, allowing the Novamedia Foundation Trust to repay the bank loan.

1990-2008 dividend and remuneration
From 1990 to 2000 inclusive, Novamedia paid a total dividend of €3,175,000 to the two shareholders who held all Novamedia shares up to 2001: Cella Media BV and Media Avenir BV.

In the same period of 1990-2000, remuneration was also paid to the companies of the other two founders/directors. This remuneration was based on the income from the licence fees that the Dutch Postcode Lottery paid to Novamedia in this period. From 1990 to 2000 inclusive, this was a total of €40,386,663 (plus VAT). As a basis for calculating a payment to the other two founders who were not Novamedia shareholders - Plein 2000 (Jelsma) and Leeman Holding – the founders agreed that each of these two founders could charge Novamedia 20% of the licence fee via their personal holding company. This payment also covered the cost of personnel carrying out activities for Novamedia. Also in return, they would have to commit themselves full-time to the day-to-day leadership and further expansion of the activities of Novamedia and the lotteries using its formats (there were no other claims for costs or remuneration). The 60% of the licence fee remaining with Novamedia was devoted entirely to covering the costs incurred by Novamedia (including the salaries of founders/directors Herman de Jong and Boudewijn Poelmann). No payments were made to their companies (Media Avenir BV and Cella Media BV). This changed in 2001 when Chios Investments BV became a shareholder (see above).

From 2001 to 2008 inclusive, the five shareholders at that time received a total of €12.4 Million in dividends. This includes the dividend paid to shareholder Chios Investments BV (€3.6 Million for the period 2001-2008). To put this in perspective, this is equal to 0.2% of the total of more than €7 Billion that the investments of Novamedia have raised for society.