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By distributing materials intended for potential investors Fortenova Group has initiated the previously announced process of divesting non-core businesses. The companies offered for sale are: Atlas, Kompas and their associated companies, a leading travel services provider in SE Europe; Projektgradnja, construction company from Slavonski Brod with a strong track record in public and private sectors; and Sojara, grain port terminal and storage facility located in Zadar.
In line with its strategy of focusing on the development of its core businesses – retail and wholesale, food and agriculture – and the planned exiting from non-core activities Fortenova Grupa undertook extensive preparations for the divestment of the aforementioned companies, including hiring advisors for steering this process.
Fortenova Group’s objective in respect of its non-core subsidiaries is to find strategic or finanical investors who will be capable of realising the great potential of each of these companies for the benefit of their employees, partners and other stakeholders. Fortenova Group’s exclusive advisors for the divestment of Atlas, Kompas and their associated companies are UMiUM and PKF.
Fortenova Group’s exclusive advisor for the divestment of Sojara Zadar and its assets as well as the divestment of the construction company Projektgradnja is Deloitte Croatia.
Atlas and Kompas – regional leaders
Atlas, Kompas Ljubljana, Kompas Poreč and the Kompas network are the regional leader holding more than 20 per cent of the market in Croatia and Slovenia and more than 15 per cent of the market in Montenegro. The company which has been attracting around 1.2 million inbound and outbound passengers a year is well-known for the full spectrum of services it offers (tour operator, travel agency and destination management company), high degree of recognition of its two strongest brands – Atlas and Kompas, and the long-standing presence on the market. The company has more than 3,500 business partners and over 600 employees.
In 2018 Atlas, Kompas and their associated companies generated EUR 219m of total revenues.
Projektgradnja – construction experts
Projektgradnja has been in charge of some of the largest and most demanding construction projects in Croatia and is capable of performing any type of construction work. Its key market advantages are good client diversification resulting in completed public sector, commercial and residential projects, as well as a highly qualified team consisting of over 200 construction experts, including 30 engineers. The total value of the 69 projects completed by Projektgradnja over the past four and a half years amounts to EUR 173.7m. Considering the forecasted 5 per cent growth in the Croatian construction sector over the period of 2019-2021, the acquisition of Projektgradnja may prove to be a lucrative investment for potential buyers.
Zadar-based Sojara is located in the city’s port terminal in the industrial zone. The factory features soya processing capacities and more than 150 thousand cubic meters of storage area. Its traffic connections are excellent.
On Friday, 6 September 2019 Fortenova Group issued a EUR1.157 billion bond, thereby successfully concluding the process of refinancing the Super-Priority Facility Agreement (SPFA) dated 8 June 2017. The new financing is structured as a 4-year bond in the amount of EUR 1.157 billion, with a 7.3% interest rate plus EURIBOR, with 1% floor and is led by HPS Investment Partners in cooperation with VTB Bank.
The refinancing agreement envisages the interest rate to be successively reduced as the Fortenova Group will be reducing its leverage ratio.
„By closing the new financing arrangement Fortenova Group has fully refinanced the SPFA loan and provided for its mid-term stability and long-term viability, growth and development. We would like to thank all shareholders who have recognized and supported the process that is in the interest of all stakeholders. Fortenova Group is now entering a new stage of operations focusing on profitability increase, efficiency improvements and value creation for all stakeholders“, said Fabris Peruško, CEO of Fortenova grupa d.d.
On August 21st 2019, the Commercial Court of Zagreb issued a decision declaring that the Extraordinary Administration Proceedings against 22 affiliated companies of Agrokor Group has been terminated with a final effect and companies continue their business operations within the Fortenova Group.
Upon completion of the Extraordinary Administration Proceedings ceases the role (rights and duties) of the Extraordinary Commissioner in those companies. The registration of termination of the Extraordinary Administration Proceedings and the Extraordinary Commissioner’s function will be effected by the competent commercial courts – court registries wherein the companies are registered.
The decision on the final termination of the Extraordinary Administration Proceedings relates to the following companies:
Poliklinika Aviva, Zagreb, Mondo-Tera, Zagreb, Tisak InPost i Tisak usluge Zagreb, Agrokor-energija, Zagreb, Aureum Stella, Zagreb, DB Kantun veleprodaja, Zagreb, Multiplus Card, Zagreb, Gulliver travel, Dubrovnik, Zagreb plakat, Zagreb, Kompas, Poreč, Vinarija Novigrad, Rijeka, Irida, Daruvar, Poljoprivreda, Vinkovci, Euroviba Zagreb, A.N.P. energija, Zagreb, Energija Gradec, Zagreb, Solana Pag, Pag, Žitnjak, Zagreb, Roto dinamic, Zagreb, Kor – Broker, Zagreb i Agrolaguna, Poreč.
The financial restructuring of Agrokor during the course of the Extraordinary Administration Procedure, resulting in a settlement between the creditors and its successful implementation, was assessed in the USA as the most significant international company transaction of its kind worldwide. The team in charge of the process headed by the Extraordinary Commissioner Fabris Peruško won the prestigious 2019 TMA Turnaround and Transaction Award in the category International Company Transaction of the Year. Fabris Peruško, who will be presented with the award in September at the TMA Annual Conference in Cleveland, Ohio, said on this account: „The global recognition of the success of the Extraordinary Administration procedure goes not only to the closest team that worked on the procedure, but also to our numerous partners, creditors and new owners and most of all to the tens of thousands of our hardworking and diligent employees who have over these two extremely turbulent years given their best and preserved the companies they work in. The successful restructuring of Agrokor would not have happened without them.“
More than 100 international projects were nominated in twelve categories for this year’s award, and in the words of Scott Y. Stuart, TMA Global Chief Executive Officer, „the award winners have made a significant economic impact on the global economy by helping struggling businesses preserve their value and save jobs“.
TMA is a leading global restructuring industry association assembling restructuring and turnaround professionals from all over the world and the TMA Award is one of the most important recognitions in the industry worldwide. The award is presented by the awards committee that consists of thirteen members representing a cross section of TMA professionals – from legal to accounting and finance professionals and the winners are selected in a rigorous peer-review process of vetting the procedures nominated for the award in several rounds of analysing and valuating the data of the transactions.
The award for the restructuring in the Extraordinary Administration Procedure of Agrokor comes at a time when Fortenova Group, the company incorporated in Agrokor’s settlement implementation, is about to successfully complete the refinancing of a loan facility in the amount of EUR 1.2bn and the key operating companies have recorded growth of all KPI’s, particularly operating profits, thus confirming the success of Agrokor’s restructuring.
Holders of Depositary Receipts, issued by Fortenova Group STAK Stichting, voted today at the General Assembly held in Amsterdam with over 80% majority in favor of the new financing arrangement of Fortenova Group, with the purpose to refinance its current Super-Priority Facility Agreement dated June 8th, 2017. The new financing is structured as a 4-year bond in the amount of up to 1.2 billion euro, with a 7.3% interest rate plus EURIBOR with a 1% floor, and it will be led by HPS Investment Partners. The closing of the refinancing process will be finalized by the end of August.
“The General Assembly vote proved that the majority of our shareholders recognized the importance of this new financing for Fortenova Group in terms of securing our mid-term financial stability as well as long-term sustainability, growth and development. I am thankful to our shareholders for supporting the decision of the Fortenova Group’s management. I would also like to thank all our stakeholders that were involved in achieving this critical milestone in the refinancing process. Fortenova Group is now focused on closing the transaction after which we will enter a new stage of our business operations that will be focused on increasing profitability, improving performance and creating additional value to all stakeholders.” said Fabris Peruško, CEO of Fortenova Group d.d.
Fortenova Group has started to dispose of non-core real estate and to this end the company has opened a special website under http://nekretnine.fortenovagrupa.hr in Croatian and English language.
Offers for purchase of real estate shall be received in two stages. In stage one, lasting from 15 July to 16 September 2019, non-binding offers will be collected, while the process of receiving binding offers will last from 30 September to 30 October 2019.
The website currently features 117 properties owned by the Group’s operating companies, completely ready for disposal and meeting all statutory requirements related to the purchase and sale of real estate. The offer of properties for sale will be updated on a regular basis and the website supplemented by new content.
The properties listed on the website and intended for sale are divided into categories: residential, commercial, land and other real estate.
For each property put on the market there is a detailed description of its condition and terms of sale, along with the starting price and instructions regarding the way of submitting offers for the property in question. In addition, for facilities intended for sale there is a predefined date and time when the facility can be visited and viewed.
The Board of Directors of Fortenova Group d.d. has resolved to give approval and instructions to the Executive Directors of the Company to propose to the General Assembly and ultimately to the Depositary Receipts Holders (the “DR Holders”) of Fortenova Group to approve refinancing of Fortenova Group’s Super-Priority Facility Agreement dated 8 June 2017 (the “SPFA”) led by HPS Investment Partners, with participation of VTB Bank.
Subject to the final credit approvals, the 4-year bond in the amount of up to 1.2 billion euro will be issued by the company at 7.3% interest rate plus EURIBOR, with 1% floor.
The Executive Directors have called for the General Assembly of the Company and STAK Management called for the meeting of the DR holders to vote on the approval to Fortenova Group to enter the refinancing arrangement. The electronic voting of the DR Holders closes on Thursday, July 25th and the General Assembly will take place on July 26th, 2019. A 2/3 vote of the DR holders is needed for the approval.
“I am particularly proud that we have negotiated up to 1.2 billion financing in the open market, which will be available from a respectable financial institution that has no prior links with our company. The fact that we did not have to go to our owners or present-day creditors for SPFA refinancing proves that our business is viable and has good prospects, recognized by HPS Investment Partners. Also, participation of VTB Bank, one of our owners and present-day creditors, in this arrangement that is subject to their credit approval, clearly shows that those who know our business well also believe in our future and I would like to thank them for that”, said Fabris Peruško, CEO of Fortenova Group d.d. “I believe that majority of our DR holders will recognize that this financing secures our mid-term financial stability under acceptable conditions, that can also be improved over time, and I invite our DR holders to vote for its approval”, added Peruško.
In terms of half-year results of Fortenova Group d.d., it has been reported at the Board of Directors meeting that estimated H1 2019 revenues of the key operating companies of the Group have reached an amount of 1.53 billion euro or 11.3 billion kuna, surpassing the last year H1 revenues by more than 2%. At the same time estimated EBITDA of the key operating companies is more than 101 million euro or more than 750 million kuna, that is 5% above the last year results.
Fortenova Group’s values include leadership in the implementation of new technology and cooperation with the top educational institutions worldwide. As part of that orientation the team of MBA consultants from the University of Cambridge presented to operating companies management teams selected Artificial Intelligence and automation solutions and companies with high potential to partner with Fortenova Group.
Today AI and automation are used in 40 percent of large retail and consumer good companies and their share is expected to grow to 80 percent by 2021. As these solutions have significant impact both on the revenue and cost side of the businesses, their application is inevitable for every company that aims to be competitive and market leader. Hence, Fortenova Group management team started collaboration with the University of Cambridge to identify the most high-potential AI and Automation solutions.
The collaboration of Fortenova Group management team and the team of Cambridge MBA consultants resulted in systematic overview of international Artificial Intelligence and Automation ecosystem, short-list of potential solution and, after yesterday’s meeting with the management teams of operating companies, in identification of solutions with the highest potential to be implemented in Fortenova Group’s companies in the near future. The preferred solutions are in the area of image recognition driven shelf and SKU management, customer flow based in-store layout optimization, advanced customer analytics focused on personalized approach and micro segmentation, comprehensive market & consumer insights and optimization of inventory management. As the next step, the team will develop business cases for the selected solutions which will be followed by the pilot project.
Dragan Mrkajic, Director of Strategy in Fortenova Group has pointed out on that occasion: ”This cooperation builds on the Fortenova Group’s values of being the new technology implementation leader and on the extensive cooperation with the educational institutions in Croatia and all around the world. We are privileged, as the leaders in our business, to have the opportunity to cooperate with the Cambridge MBA students, as worldwide educational leaders. I found this cooperation to be extremely productive and beneficial for our company, since it will definitely bring additional value in the way we sell our products and service our customers, as well as in the supply chain.”
Ivan Babic, Director of the Turnaround stated his content with the selected solutions: “The quality of the finally selected solutions depended very much upon the comprehensive understanding of the Fortenova Group’s business by the Cambridge MBA students/consultants. This was critical for the project’s success, and it included organizational structure, business objectives and operations as well as product portfolio. This project brought important benefits to both sides in understanding key global trends, players and case studies where AI improved business performance in Retail and Food industry. “
Antonija Kožul, Senior Project Manager in Fortenova Group emphasized the following: “Gathering the best talents and most advanced technologies, together with the enthusiasm of the operating companies to adopt them, comprise the fundamental values of our Group. This project is exactly about that and therefore it is my privilege to be leading it.”
Chayanika Ranasinghe, Cambridge MBA consultant described the cooperation in the following statement: “I was keen to be a part of this unprecedented transformation embarked on by the Fortenova Group, working with a highly motivated and dynamic team. It is inspiring that the project carried out by the Cambridge MBA Consultants focusing on innovation and automation could have a real impact on improving Fortenova Group’s business operations in food and retail, as the group further leverages its brand and position in the CEE region.”
Shuntaro Horiuchi, Cambridge MBA consultant stated on the occasion: “The project by Fortenova Group is the effort to bring new value in established and sophisticated business based on cutting edge technologies. I am excited about participating in this ambitious project between Fortenova Group and Cambridge MBA, and expect this opportunity to be a catalyst for further value enhancement to customers provided by a player who has excellent presence in CEE region.”
Slaven Štekovic, Cambridge MBA consultant also emphasized the regional impact of the project: “Fortenova Group’s focus on introduction of state-of-the-art technologies to their operations in order to improve value provided to their customers was crucial for me to join this dynamic and intellectually motivating environment. With experience in roles in the center of some leading high-tech and innovation-focused projects, I recognize the enormous value in working with such an influential player in building a showcase for the whole CEE and SEE region.”
This project is just the beginning of the cooperation between Fortenova Group and University of Cambridge,that will continue in the future through the transmission of knowledge, experience and best business practices as well as through the internship and employment opportunities for the MBA students. In addition, this builds on Fortenova Group’s dedication to partnerships with all other educational institutions in Croatia and worldwide.
About University of Cambridge
Founded in 1209, the mission of the University of Cambridge is to contribute to society through the pursuit of education, learning and research at the highest international levels of excellence. To date, more than 100 affiliates of the University have won the Nobel Prize.
The University comprises 31 autonomous Colleges, which admit undergraduates and provide small-group tuition, and 150 Departments, Faculties and institutions. It is a global university: its 19,000 student body includes 3,700 international students from 120 countries. Cambridge researchers collaborate with colleagues worldwide, and the University has established larger-scale partnerships in Asia, Africa and America.
The University sits at the heart of one of the world’s largest technology clusters, one which has created 1,500 hi-tech companies, 14 of them valued at over US$1 billion and two at over US$10 billion. Cambridge promotes the interface between academia and business, and has a global reputation for innovation. For more detailed information, including a history of Cambridge University and how the University works, visit our About the University page.
The meeting of holders of depositary receipts of Fortenova Group STAK Stichting , a foundation (stichting), incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands, was held on 1 April 2019 in Amsterdam.
The holders of 168,300,328 depositary receipts were present or represented at Initial DR Holder Meeting, representing 63.76% of the aggregate number of issued and outstanding Depositary Receipts with voting rights. The agenda of the meeting consisted of the appointment of the members of the board of directors of Fortenova grupa d.d., the remuneration of members of the board of directors of Fortenova, appointment and remuneration of the managing directors of Aisle Dutch HoldCo B.V. and the Company and granting of the title of managing directors and acquisition by the Company from Agram Invest d.d. of certain shares in Agrolaguna d.d. and Žitnjak d.d.
All proposals were accepted with high majority of present votes of the Initial DR Holder Meeting.
Fortenova Group began its business operations today, and this marked successful implementation of the settlement of Agrokor creditors, or in other words a plan of financial and equity restructuring of a company that was on the verge of bankruptcy two years ago due to inability to settle its obligations. The application of the Act on Extraordinary Administration Proceedings in Companies of Systemic Importance to the Republic of Croatia over Agrokor started on April 10th 2017. During this process, the operational business of all companies in the system has been stabilised and improved, and this is also true for the businesses of Agrokor’s suppliers and business partners.
Following a successful conclusion of the negotiation of creditors, an agreement was reached that became effective in October 2018, and today, on April 1, 2019, Agrokor’s operational business was transferred to the Fortenova Group. During this weekend Agrokor’s operating companies have successfully implemented a number of extremely demanding processes and operations, thanks to which all of these companies have been operating smoothly today, some of them under new names, belonging to and owned by a new group.
Today, the new holding company Fortenova Group has been launched on the market together with its new visual identity (www.fortenovagrupa.hr).
While the Fortenova Group name represents the new strength of the company that wants to build new, healthy relationships and bring new value to its employees, shareholders and customers as well as all other stakeholders, colours and logo suggest key elements of this new strength.
The first source of inspiration for a new visual identity is the fact that Fortenova Group consists of over one hundred and fifty very large and small companies, in each case smaller business entities, and that only their common, coordinated action leads to the goal of establishing healthy relationships that ensure long-term sustainable business and growth. Based on this, the organic forms in the logo in the form of a stylized letter “F” imply that only some pieces of the puzzle are carefully placed in the picture, giving the Fortenova Group a true meaning as a whole. The choice of colours is based on the spectrum of natural shades, which is in direct relation to the core activities of the Fortenova Group – production, processing and sales of food.
“Our responsibility in the entire process of Extraordinary Administration was extremely high, and this was also the case in this last phase of Settlement Implementation and transfer of assets from the old to the new company. We are extremely proud of the demanding transformation of the entire company that has taken place without problems and business delays, in accordance with the agreement among the creditors. The Settlement Plan redesigned the capital structure and corporate governance, and set up a different management model, in order for the new Fortenova Group to have a much healthier precondition for successful business and growth than was the case with the company that was under the Extraordinary Administration. Like every business in the market conditions, our company will face challenges too, but we all have enough knowledge and experience to deal with them, “commented Fabris Peruško, Agrokor’s Extraordinary Commissioner and soon a member of the Board of Directors and Chief Executive Officer of Fortenova Group.
“With the new name and face of the Fortenova Group we show a modern look of the company that start its market life cycle today. The change through which we have gone through during the Extraordinary Administration process is radical and will bring a number of positive results to the new company. We will try to manage our business so that we can be the leader of all the positive trends, but in a way that is sustainable in the long-term and socially acceptable, “said Irena Weber, Agrokor’s Deputy Commissioner and soon Deputy Chief Executive Officer and Chief Operating Officer of the Fortenova Group.
The Commercial Court of Zagreb issued a resolution on 26 March 2019 whereby the name of the company Aisle HoldCo d.d. has been changed in the court registry into Fortenova grupa d.d. and the business address for the said company has been changed from Radnicka cesta 80, Zagreb to Marijana Cavica 1, Zagreb.
Additionally, pursuant to decisions adopted by the Company’s General Assembly and the Board of Directors, changes to the members of the Board of Directors and Executive Directors (authorised representatives) have also been registered with the court registry.
Eight temporary Members of the Board of Directors have been appointed for a temporary transitional phase of eight days, three of which will be temporary Executive Directors of the company Fortenova grupa d.d. All the temporary Members come from TMF, a company specialized in corporate services, and they will hold these functions until 2 April when permanent Members of the Board of Directors and permanent Executive Directors will be appointed.