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