All eligible Fortenova Group’s depositary receipt holders are informed that ITER STAK Stichting’s subscription documents and information are available to them on a portal set for this purpose, and to make decisions regarding their further participation in this subscription process, or cash-out from the equity structure.
As a reminder, in December last year the majority of 97% of Fortenova Group’s equity holders voted and approved the entry into a transaction between Fortenova group TopCo B.V as a seller and Iter BidCo B.V. as a buyer of 100% shares in the capital of Fortenova Group MidCo B.V., for a total consideration of up to EUR 660 million.
From today, all eligible DR holders can access relevant subscription and cash-out information and documentation and the subscription period is scheduled to close on 15 March 2024, subject to possible extension.
All eligible equity holders, among which there are a number of Fortenova Group’s partners and suppliers, have an opportunity to participate in the new ownership structure under the same conditions. Current non-sanctioned equity holders are thus able to either simply transfer their investment to the new BidCo or, by opting to provide an additional investment at own discretion, increase (up to double) their current ownership stake, or elect to cash out and exit the ownership structure.
The respective funds to be paid to the sanctioned equity holders will be paid to a special account where they will remain frozen until the sanctions regulations of the European Union, the US and the UK permit access to these funds.
What the new ownership structure will exactly look like will depend on the interest of the current non-sanctioned depositary receipt holders in additional equity investments. In order to ensure that the funds required for the transaction to be closed at the agreed price are available regardless of the level of the equity holders’ interest in additional investment, Open Pass Ltd. has committed to fund all the consideration payable, if necessary.
Once this process is completed, Fortenova Group’s ownership structure will no longer have any sanctioned equity holders.
By sending a teaser to multiple possibly interested buyers, Fortenova Group has commenced the process of assessing interest in the potential sale of its agricultural business division.
By the end of the first quarter, Fortenova Group anticipates receiving non-binding offers from potential buyers, after which a decision will be made regarding the continuation of the potential sale process. Similar to Fortenova Group’s sale of the frozen food business division completed in 2021, the continuation of the process will depend on the quality of non-binding offers from potential strategic partners and will be focused on those willing to not only offer a fair price, but also make a maximum contribution to the further development and preservation of employment and the tradition of agricultural production in Croatia.
In recent years, Fortenova Group has made significant investments in the agricultural sector, thereby increasing the overall value of this business division. One of the major investments made just last year was the renewal of agricultural machinery valued at over 60 million euros.
Should the sale be realized, the proceeds from the sale would be used to further reduce Fortenova Group’s indebtedness as well as for strategic investments in other core business areas, such as retail and food.
In today’s appearance in the Croatian Parliament, MPs of the Most Political Party Nikola Grmoja and Zvonimir Troskot, repeated a series of theses about the business of Fortenova Group, which have already been placed in the public space by Russian protagonists with interests in Fortenova Group, who are under sanctions of the European Union, the United States and the United Kingdom, and who, in violation of sanctions, covertly and illegally tried to hide the sanctioned ownership. Why Mr. Grmoja and Mr. Troskot today became voluntary or paid representatives of the placement of the theses and rhetoric of sanctioned Russian protagonists with interests in Fortenova Group is unknown to us, but the content of today’s statement gives us reason to doubt their truthfulness.
Today, MP Grmoja read, in front of the media, part of the lawsuit brought by the sanctioned Russian SBK Art LLC, which was discussed in court in the Netherlands late last year and which was completely rejected. The same theses were presented through the Croatian media by the legal representative of Saif Alketbi, the alleged owner of SBK Art and Miodrag Borojević, his advisor, in September last year when he announced the filing of criminal charges on behalf of the owner of SBK Art, with the same content as presented today by representatives Grmoja and Troskot.
And while MP Grmoja announces the filing of similar criminal charges next week, he and Troskot are protected from criminal responsibility for publicly told lies and constructions at the expense of Fortenova Group and its CEO Fabris Peruško by political immunity, which they use profusely to spread unverified, unfounded, and dangerous accusations without understanding what they are talking about, completely uncritically, for reasons known only to them.
At today’s press conference, MP Nikola Grmoja and MP Zvonimir Troskot joined the theses that the legal representative and persons related to the sanctioned Russian SBK Art LLC, have presented several times in the past months before the Dutch courts. We would like to remind you that the Dutch judiciary has already rejected the requests of the sanctioned person SBK Art and its alleged owner four times, which confirms the legal foundation of all the moves made by the Fortenova Group management. While MP Grmoja repeatedly invokes “one hundred years in prison for Peruško” in front of the media, uttering untruths and fabricating in unprecedented ways, he himself assumes no responsibility, knowing that he is heavily protected from the investigation by the same institutions for which he announced that he would enforce pressure upon. At the same time, MP’s Grmoja and Troskot show a lack of understanding of who is who and the respective roles in the business of Fortenova Group – they do not understand what Fortenova Group does, what the role of Zagrebačka banka is, who Zdravko Mamić is, what the relations with suppliers and creditors are or the role, or rather the absence of the role, of the Croatian Government in managing the company’s business.
The announcement of the collection of signatures of MP’s in support of the criminal complaint, similar to the one that has already been filed by the alleged owner of the sanctioned SBK Art, represents an attempt to exert direct political pressure on the courts. The fact that two Croatian MPs agreed to be the spokespeople of the theses of sanctioned Russian co-owners unfortunately represents their involvement and participation in the work of the sanctioned Russian SBK Art. Namely, in an action brought before the Court of Justice of the European Union against the European Commission, the legal representatives of SBK Art are currently trying to obtain a judicial lifting of EU sanctions on the company SBK Art LCC. In doing so, in evidence of their theses the legal representatives of the Russian SBK Art have presented the statements of Croatian MP’s, published on their websites and in the Croatian media. This tactic has already been used before the Dutch court, but proved unsuccessful there. In addition, by presenting these untruths, MP’s Grmoja and Troskot help the former owner of bankrupt Agrokor Ivica Todorić in the arbitration proceedings initiated against the Republic of Croatia, i.e. all its citizens.
We want to believe that no Croatian Member of Parliament is a conscious helper of sanctioned persons by spreading untruths, including MP’s Grmoja and Troskot. However, the possible resourceful instrumentalization of MP’s or their ignorance cannot be an excuse and justification for presenting untruths.
During the preparation and pompous announcement of today’s press conference, MP Grmoja didn’t ask Fortenova Group for accurate information or clarifications of other people’s thesis that he uncritically placed it in the public space. This shows that he is not really interested in the truth, and that his primary goal was to present this thesis in front of as large an audience as possible.
Therefore, we expect from MP Grmoja and MP Troskot, as a minimum of transparency, to present their source of the untrue theses about Fortenova Group that they uncritically took over and spread further, to state the reasons for not verifying the information and by all means declare their possible conflict of interest, depending on the nature of the relationship they have with the sources of inaccurate information.
We hereby reject any attempt to politicize the business of Fortenova Group and remind MP Grmoja that Fortenova Group, which has existed since April 2019, is a private company whose business has no connection with the Government of the Republic of Croatia nor is it under anyone’s political influence. The Extraordinary Administration Procedure of Agrokor was formally completed by the decision of the Commercial Court of Zagreb dated 19 July 2022, the Extraordinary Commissioners in this procedure were appointed by the Commercial Court of Zagreb upon proposal of the Government of the Republic of Croatia, and not a single kuna from the Croatian state budget was spent in the process of restructuring Agrokor through bankruptcy. To call Fortenova Group’s CEO Fabris Peruško “Plenković’s commissioner” is an act of political manipulation of the lowest level, even below the very low level we have already experienced from MP Grmoja.
We would like to remind the representatives Grmoja and Troskot that the management of Fortenova Group, as well as the process of changing its ownership structure, is in accordance with the world’s best practices, continuously monitored and advised by authorized legal, investment and audit firms, and the legality of the entire process has been confirmed four times by the competent Dutch courts. In addition, the management of Fortenova Group is closely monitored by the US investment fund HPS, as its creditor. No single individual in Fortenova Group can agree and approve business transactions by themselves, but decisions are rather made by management bodies, which at any given time consist of five to nine members.
So we hereby thank representatives Grmoja and Troskot for their concern for Fortenova Group’s business processes, which is really unnecessary. Having followed their activities, we can only conclude that in our company we do not need the services of experts with the professional profile of the respected Messrs Grmoja and Troskot.
Finally, we remind representatives Grmoja and Troskot that Fortenova Group in Croatia employs more than 25,000 hard working employees, from whose work and taxes they receive their salaries. Therefore, in representing the interests of the protagonists sanctioned by the EU and the Republic of Croatia, MPs Grmoja and Troskot should be mindful of not spreading untruthful information that endanger the operations of the largest Croatian company, with a total of 45,000 employees, for the sake of someone’s particular interests.
Lastly, being at the dawn of an election year, as the country’s largest company we would invite all of our Members of Parliament to build their political position on constructive visions, ideas and topics that are of developmental and strategic significance for the Republic of Croatia and its citizens, instead of engaging in this kind of political manoeuvring as MP’s Grmoja and Troskot.
At today’s Fortenova Group Depositary Receipt (DR) Holders Meeting the majority of 97% equityholders who voted approved the entry into a transaction between Fortenova group TopCo B.V as a seller and Iter BidCo B.V. as a buyer of 100% shares in the capital of Fortenova Group MidCo B.V., for a total consideration of up to EUR 660 million.
What the new ownership structure will exactly look like will depend on the interest of the current non-sanctioned depositary receipt holders in additional equity investments. In order to ensure that the funds required for the transaction to be closed at the agreed price are available regardless of the level of the equityholders’ interest in additional investment, Open Pass Ltd. has committed to fund all the consideration payable, if necessary.
According to the approved transaction, Fortenova Group’s ownership structure will no longer have sanctioned equityholders, who will be compensated for their ownership. All eligible equityholders, i.e. practically all non-sanctioned current DR holders of the company, among which there are a number of Fortenova Group’s partners and suppliers, will participate in the new ownership structure under the same conditions. Current non-sanctioned equityholders shall thus be able to either simply transfer their stake to the new BidCo or, by opting to provide an additional investment at own discretion, increase their ownership stake or elect to cash out and exit the ownership structure. The respective funds to be paid to the sanctioned equityholders will be paid to a special account that they will be given access to once the sanctions regulations of the European Union, the US and the UK permit it.
The acceptance of the agreement at the DR Holders’ Meeting was preceded by the decision of the Amsterdam District Court from 18 December 2023, which dismissed claims by SBK Art LLC and its purported shareholder, a UAE citizen Mr. Saif Alketbi, as well as an individual who recently acquired Fortenova Group’s DRs, for the postponement of today’s DR Holders’ Meeting. Thus, a line of litigations against the Fortenova Group by the sanctioned SBK Art and its purported owner has now been rejected by the Dutch judiciary for the 4th time.
“With this key decision in the long process of Fortenova Group’s ownership consolidation we are entering the new year with new enthusiasm. The fact that non-sanctioned equityholders, including a significant number of our suppliers who are equityholders, have with a large majority supported the proposed solution, confirms what we have been emphasizing – that it is in the best interest of the business and all Fortenova group stakeholders. This solution also equally protects unsanctioned and sanctioned equityholders, to whom payment of the agreed amount preserves the value of their investments, which unfortunately decreases with each day of continued business with sanctioned co-ownership. After this decision, our equityholders can choose one of the options offered to them, and since the transaction needs to be approved by certain sanctioning bodies and competition regulators, we expect to conclude it in the second quarter of next year. Without sanctioned equityholders in the ownership structure, the company will be able to continue to operate successfully, achieve good results and increase value for all stakeholders.” said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors.
On Friday, 15 December 2023 a hearing in emergency summary proceedings took place before the Amsterdam District Court in which SBK Art LLC and its purported shareholder, a UAE citizen Mr. Saif Alketbi (hereinafter: SBK et al.), as well as an individual who recently acquired Fortenova Group’s DRs, brought various claims against Fortenova Group TopCo B.V. and other parties involved in the proposed transaction to sell Fortenova Group MidCo B.V. In essence, the plaintiffs sought postponement of the second DR Holder meeting scheduled for 19 December 2023.
Today, 18 December 2023, the Amsterdam District Court decided in a summarized judgment to dismiss all their claims. The judgment means that the plaintiffs’ efforts to postpone the DR holders meeting have failed and that the meeting in which DR holders are voting on the proposed sale of MidCo can proceed as planned. Thus, litigation by the sanctioned person SBK Art and its purported shareholder Saif Alketbi has now been rejected by the Dutch judiciary for the 4th time.
Furthermore, SBK et al. have appealed their previous unsuccessful attempts to intervene in Fortenova Group’s corporate structure to the Supreme Court of the Netherlands. On 15 December 2023, the Attorney General of the Supreme Court in summary advised the Supreme Court to dismiss the objections raised in the two appeals by SBK et al., thus reaffirming all of Fortenova Group’s positions taken thus far and again confirming SBK Art’s position as a sanctioned person which is prohibited from exercising its voting rights. The Dutch Supreme Court is expected to render a decision by 31 May 2024.
Fortenova Group TopCo B.V., the Dutch holding company which is the ultimate owner of Fortenova grupa d.d. and its well-known companies in Croatia and the region, such as Konzum, Mercator, Zvijezda, Dijamant, Jamnica and PIK Vrbovec, today announced a transaction for a revised equity structure designed in a way to strengthen and ensure Fortenova Group’s future successful operations. This new ownership structure is intended to prevent further financial damage and operational difficulties, which have so far resulted from the presence of sanctioned equityholders in the company.
Essentially, the Dutch holding company announced that an agreement has been reached with the company Open Pass Ltd., the largest non-sanctioned Fortenova Group equityholder (depositary receipt holder in Fortenova STAK), which should result in a new ownership structure with no sanctioned equityholders within it. The agreement encompasses the sale and transfer of 100 percent of the equity held by Fortenova Group TopCo B.V. in the company Fortenova Group MidCo B.V. to a newly incorporated Dutch corporate structure, consisting of the Dutch foundation Iter STAK Stichting and the Dutch company Iter BidCo B.V., for a consideration of up to EUR 660 million in total.
Out of the total consideration payable by the buyers for MidCo, EUR 500 m is unconditional and will become payable at completion of the proposed transaction, while the payment of the remaining up to EUR 160 million is dependent upon Fortenova Group reaching the financial goals set forth in the agreement, that should be made possible by this very transaction. The financial goals to the realisation of which – whether partial or full – the payment of the remaining amount is connected, are primarily the arrangement of a sustainable refinancing in 2024, under conditions better than the current, and reaching certain net debt-to-EBITDA ratio targets lower than the current. If a disposal or listing of the company’s material amount of assets should occur within the next three years, the agreement sets forth possible additional payments to the current equityholders that will not be part of the new ownership structure. By way of reminder, in September this year Fortenova Group signed a bond issuance agreement in the amount of EUR 1.2 billion, whereby the company’s debt has been refinanced for the short-term period until late November 2024 and the current creditors – funds headed by the US-based HPS Investment Partners, will continue to have a pledge on the shares of the company MidCo.
An approval for the transaction which is necessary for its closing shall be requested from the equityholders (depositary receipt holders) of Fortenova Group STAK at the Depositary Receipt Holders’ Meeting, and the voting is expected to be completed on 19th December 2023. The agreement on which the equityholders (depositary receipt holders) shall vote sets forth that the right to participate in the new ownership structure under the same conditions as OpenPass will be provided to all eligible equityholders, i.e., practically all non-sanctioned current depositary receipt holders of the company, among which there are a number of Fortenova Group’s partners and suppliers. Current equityholders that are not sanctioned due to the Russian aggression on Ukraine shall thus be able to either simply transfer their stake to the new BidCo or, by opting to provide an additional investment at own discretion, increase their ownership stake or elect to cash out and exit the ownership structure. The respective funds to be paid to the sanctioned equityholders will be paid to a special account that they will be given access to once the sanctions regulations of the European Union, the US and the UK permit it.
What the new ownership structure will look like exactly will depend on the interest of the current non-sanctioned depositary receipt holders in additional equity investments. In order to ensure that the funds required for the transaction to be closed at the agreed price are available regardless of the level of the equityholders’ interest in additional investment, Open Pass has committed to fund all the consideration payable, if necessary.
The Board of Directors of Fortenova Group TopCo unanimously decided to approve this transaction and to put it to the vote of the depositary receipt holders as a result of a long process during which TopCo had sought offers for the acquisition of Fortenova Group or a similar transaction from different sides, followed by extensive negotiations with Open Pass, which proved to be the only party willing to underwrite an acquisition of all shares in MidCo through the BidCo structure, should that be necessary. In arriving at the proposed transaction, the Board of Directors of TopCo, including two newly appointed independent directors along with the existing members of the management board, has taken into account the interests of all stakeholders, paying particular attention to matters such as securing the required funds and the governance of the new BidCo structure. The TopCo management was advised by leading global legal and financial experts, including the law firms Akin Gump LLP and Houthoff Coöperatief U.A. and the investment bank Lazard Frères SAS, and the independent international investment bank Houlihan Lokey has provided a fairness opinion in connection with the proposed transaction.
The proposed transaction also has the unanimous recommendation of Fortenova grupa d.d.’s Executive Directors. They decided to endorse the transaction, since it is in the best interest of the Fortenova Group, its business and all its stakeholders.
On this occasion Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors said: “This agreement will enable all current non-sanctioned equityholders of our company to decide, under the same conditions, whether they want to continue to be equityholders in Fortenova Group’s new ownership structure, without the sanctioned equityholders that will be compensated in accordance with the sanctions regulations. Reaching the agreement with Open Pass, which has agreed to underwrite the entire amount of the transaction if necessary, is a key turning point that opens a new chapter for us and provides Fortenova Group with new prospects. With the beginning of the war in Ukraine we have found ourselves, through no fault of our own, in a situation where the sanctioned Russian equityholding significantly restricted our operations and further development, rendering a long-term and sustainable refinancing practically impossible. This situation is now finally about to change for the benefit of all our employees, partners, customers and the broader communities in the countries where we operate. I am particularly pleased that the implementation of this agreement will finally enable the payment to the suppliers of the former Agrokor, most of whom are current partners of Fortenova Group, of a debt totaling EUR 82 m held by the Dutch holding company Fortenova Group TopCo.”
In order for Fortenova Group’s equityholders to be able to make an informed decision on how to vote and a decision on whether and with which amount of a possible additional investment to transfer their share into BidCo STAK, Fortenova Group TopCo has prepared detailed materials available to the investors, with whom a conference call will be held as well. The closing of the transaction, expected to take place between Q1/24 and Q2/24, will also require approvals of certain sanctions authorities as well as approvals of market competition authorities in several jurisdictions.
Mercator signed a contract on the acquisition of 100 percent of shares in Entrotuš today, and together with the signing of the contract, the procedure has been initiated to obtain the approval of the Market Competition Agency of the Republic of Slovenia (AVK). The merger between Mercator, owned by Fortenova Group, and Engrotuš will strengthen the market position of both retailers and provide new development opportunities for Slovenian suppliers and employees. The signatories to the contract are convinced that the integration of the the two companies forms an excellent foundation for the future growth of the integrated company and its operational sustainability in the long term, which will bring benefits for all stakeholders and, consequently, also for the entire economy.
“It is our great pleasure to close the year with yet another great acquisition in retail. Following Franca markets in Montenegro, the acquisition of Tuš stores is the second major expansion of our retail network within short time, whereby we have definitively affirmed the status of the region’s strongest domestic retail chain, proving what we had announced when we integrated Mercator into Fortenova Group’s network in 2021. Our satisfaction is even greater taking into account the challenges that retail operations have faced over the course of this and the last year. In spite of that, we have remained very focused on the realisation of our strategy, with the main goal being to get as close to our customers as possible across the entire network and to continuously offer them a wide choice of products and services at affordable prices, while strengthening the national economies in the five countries where we operate by fostering excellent relationships with local suppliers at the same time. It is our strong belief that this is the best guarantee for the long-term development of the entire national economy – from production through processing to retail – which then constitutes a significant contribution to the sustainable development of the region’s economies through employment and investment support” – said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors.
On behalf of the sellers, the companies Tuš holding and AH Invest 1, Andraž Tuš pointed out: “Today we have signed a sale-purchase agreement for 100 percent of shares in the company Engrotuš d.o.o., without the operations of Tuš drugstore, which is in the process of being spun off. After several months of negotiations we have decided to proceed with a buyer that, in our opinion, is the best choice for our employees, business partners and the development of the company’s core business. We believe that this integration will have positive effects on the Slovenian economy.”
Tomislav Kramarić, President of the Management Board of Mercator, said: „This transaction marks the continued ownership consolidation in the retail sector. Mercator has recorded stable organic growth, and the acquisition of and merger with Engrotuš will help us realize our business goals. I am convinced that the integration is in everyone’s best interests, from employees to Slovenian suppliers across the chain. The integration will also strengthen the stability of both companies and offer Slovenian consumers the best choice of products and services.”
Pending the obtainment of approval from the Market Competition Agency, no details of the contract or further development plans of the merged companies can be disclosed.
Fortenova Group publishes its financial results for H1/2023 and its 2022 financial statements.
In respect of the unaudited consolidated statements, for H1/2023 the company generated EUR 2.7 bn of total revenue, outperforming the same period last year by 9 percent. Adjusted operating profits amounted to EUR 101 million. Net debt has remained below EUR 1.1 billion, with the liquidity on the company’s accounts at EUR 279 million. All of the Group’s business divisions have recorded total revenue growth against the same period last year, though with reduced operating profits. The drop in operating profits is primarily due to the large increase in electricity and raw material costs, increase in salaries, as well as the selling price limits for specific product categories imposed by the Governments in the area.
In respect of financial results for 2022, the audited consolidated results the Group presented total consolidated revenues of more than HRK 40.7 billion or EUR 5.4 billion, exceeding the 2021 revenue by 30 percent. Consolidated adjusted operating profits grew by over 20 percent, amounting to more than HRK 2.3 billion or EUR 310 million, along with a positive net result. At the end of 2022 the net debt was slightly below EUR 1.1 billion, with a leverage ratio of 3.44 times (as per Lender defined terms), which represents half of the leverage ratio that the Group had in 2019, the year of Fortenova Group’s foundation. Cash on the company’s account at year end was EUR 290 million.
“The Group’s operating results continue to show that Fortenova Group has managed to separate its operational performance from its ownership issues, where the presence of sanctioned co-owners in the structure makes it more difficult to achieve a sustainable and efficient capital structure. With the recently executed refinancing with our existing lender HPS, we will no longer have sanctioned entities on the credit side of the Group which delivers on our plans “– said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors.
“The Group delivered outstanding results in 2022 with the growth with the highest ever cash EBITDA and the first full year positive net result coming only from ongoing operations. H1 2023, has as expected been more challenging given the impact of inflation on costs and consumer income and purchasing power. The Group has so far shown considerable resilience given these headwinds with the Retail Group in particularly continuing to perform very well.” – said James Pearson, Fortenova Group’s Chief Financial Officer.
Along with the financial performance indicators, Fortenova Group has also disclosed a thorough and comprehensive overview of the Group’s operating performance in 2022 in its second consecutive Sustainability Report, where it has presented a number of activities and initiatives related to the process of establishing the strategic framework for sustainability management. Those activities have had positive effects on all the markets on which the Group operates – among its customers, clients, business partners, in the local community as well as among its employees and other stakeholders.
The Group is particularly focused on working on its sustainability and on publishing the Sustainability Report, in spite of the numerous challenges that it faced last year. “At no point has this called into question our commitment to one of the company’s strategic priorities – the realization of our sustainability goals and the positioning of Fortenova Group as a responsible corporation. The Report has presented our most important actions when it comes to environmental, social and governance topics in the Group to the broader public and, moreover, offered an in-depth insight into our operations and our environmental impact. We see this thorough annual analysis of all our constituents as an excellent lever in improving transparency and raising awareness of our priorities” – Fabris Peruško concluded.
As presented in the Report, as part of each of the seven key topics that constitute the strategic sustainability framework, in mid-2022 the Group established internal working groups with a view to defining measurable initiatives for the period until 2030. Thus, for example, standing out within the “GHG Reduction” topic there is the project of Scope 1, 2 and 3 calculations for all Fortenova Group companies, intended to set up an action plan for achieving climate neutrality, while as part of the “waste management” topic, all Beverages Group companies are currently implementing the project of introducing the tethered cap. Konzum, for example, initiated the project called Recyclopedia, intended to educate consumers and prevent the creation of food waste in households and was declared the Best Donor for the fifth consecutive time. Along with encouraging short supply chains, a Supplier Code is in preparation as well. Last year the Group also conducted surveys regarding gender equality on all markets and adopted a Diversity, Equity and Inclusion Policy. An important aspect of the Group’s strategic framework is also the topic of initiating a project to identify climate risks and opportunities and build sustainability criteria into investment decisions.
„Besides the package presented by the Croatian Prime Minister containing 30 groups of articles for which price ceilings have been set, Fortenova Group, and primarily Konzum, will set the total value of the list of 365 articles published by the Ministry of Economy back to the total value as of 31st December last year, effective today. Apart from that, Konzum will start an additional discount on another 1000 articles today. We will thus invest EUR 10 million in prices on an annual level” – announced Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors. He added that, since one year already, meat, edible oil and milk from the production companies PIK Vrbovec, Zvijezda and Belje were listed among the products with price caps, while the Government’s new, extended list contained additional articles from those companies.
Zoran Mitreski, CEO for Retail at Fortenova Group and President of the Management Board of Konzum, pointed out that the price discounts on 1000 articles will range from five to 40 percent, depending on the group of products, and the prices will be locked until year end. “We have strived to include almost all product groups that we sell – 50 percent from food, 50 percent from non-food, and it is important to note that our suppliers have supported this drive and that Konzum’s investment in prices until the end of this year will amount to around EUR 3.5 million” – Mitreski said.
All prices will be transparently published on Konzum’s website. Commenting on the Croatian Government’s fifth package of measures designed to help the Croatian citizens, Fabris Peruško said that Fortenova Group welcomed any initiative intended to lower inflation, with all Fortenova Group companies in Croatia taking part this time again. “As already mentioned when the first package was adopted, we as a company are aware of our influence in the society and want to support the Government’s efforts to restrain inflation”.
The interim relief judge of the Amsterdam Court yesterday rejected all remaining claims by SBK Art and Saif Alketbi, essentially aimed at attempting to halt the sale process of Fortenova Group MidCo B.V. and dictate the course of that process, despite SBK Art being a sanctioned party without voting rights. This vexatious litigation by SBK Art and Saif Alketbi has now been rejected for the third time by the Dutch judiciary.
The judgment was made following the oral hearing of the parties held on June 14, 2023, where the court initially rejected the request to prohibit the convening of the depositary receipts holders’ meeting. Yesterday, both that decision and the present judgment rejecting all other requests by SBK Art and Saif Alketbi were thoroughly reasoned.
From the detailed reasoning of the judgment, especially noteworthy is the Court’s reaffirmation of the previous rulings that sanctioned individuals such as SBK Art are prohibited from exercising voting rights, either directly or indirectly.
Primarily, the Court concluded that Fortenova Group TopCo B.V. has a legitimate interest in selling Fortenova Group MidCo B.V. to ensure the sustainability of Fortenova Group’s financing, which has been compromised by the involvement of sanctioned parties in the equity structure.
The ongoing process of exploring interest in the purchase of Fortenova Group MidCo, according to the Amsterdam Court, has adequate safeguards to protect the interests of all stakeholders. The claims that Fortenova Group intends to eliminate SBK Art through the sale of MidCo to the second-largest unsanctioned shareholder at an unreasonably low price have been deemed “insufficiently plausible” by the judgment of the Amsterdam Court.
The Court also determined that SBK Art receives all the information to which it is entitled, while Mr. Saif Alketbi “is not a certificate holder and therefore, under the terms of the administrative conditions of Fortenova Group STAK, does not have the right to access information.”
The plaintiffs, SBK Art and Saif Alketbi, have been ordered to cover the legal costs and court fees of Fortenova Group.
At today’s DR Holder Meeting Fortenova Group Depositary Receipt Holders have approved, with almost 98% majority of those voting, the Group’s proposal to refinance the existing bond in the amount from EUR 1.1bn to EUR 1.2bn with the Group’s current majority creditor HPS Investment Partners.
After significant efforts to find financing with banks and bond markets, the Fortenova Group management has decided to enter a new bridge-type financing for the period until 29 November 2024 arranged by HPS, the existing leading non sanctioned creditor, which the DR Holders have supported with a large majority of votes in favor of this proposal.
The conditions of the new financing of the entire amount of the current bond ranging from EUR 1.1bn to EUR 1.2bn offered by HPS in regards of margin and EURIBOR floor remain the same as for the current bond. The additional terms of the new bond include an Original Issuer Discount, a one-off payment of 6.75 percent of the bond amount to be issued, which reflects sanctioned entities being in the Group’s capital structure thus limiting financing options.
This cost is the price of increased risk due to sanctioned equity holding and the inability of the market to participate in the refinancing of the Group that has Russian sanctioned co-owners. It should be noted that such a cost is also the price paid because of the sanctioned co-owners by all the company’s shareholders The short term 15-months maturity opens the last opportunity for the Group to find the solution for sanctioned entities to cease to be co-owners, which is a prerequisite for the Group to be able to refinance again in that short period of time at the capital markets.
An invitation was sent today by Fortenova Group to the Depositary Receipt Holders for a Meeting to be held on 27 June, where they will, among other things, vote on the Group’s proposal to refinance the existing bond in the amount from EUR 1.1bn to EUR 1.2bn with the Group’s current majority creditor HPS Investment Partners.
In the materials for the Meeting, the DR Holders were provided with a detailed presentation on how the Group’s management, prior to putting the proposal on accepting the terms and conditions of the refinancing offered by HPS to the vote at the DR Holders’ Meeting, explored all other viable refinancing options that were available to Fortenova Group, including extensive discussions with regional and investment banks as well as bond market considerations.
After significant efforts to find financing with banks and bond markets, the Fortenova Group management has decided to enter a new financing for the period until 29 November 2024 with HPS, the existing leading non sanctioned creditor, provided that the DR Holders vote in favour of this proposal.
The conditions of the new financing of the entire amount of the current bond ranging from EUR 1.1bn to EUR 1.2bn offered by HPS in regards of margin and EURIBOR floor remain the same as for the current bond. The terms of the new bond include an Original Issue Discount, a one-off payment of 6.75 percent of the bond amount to be issued, which partly reflects sanctioned entities being in the Group’s capital structure and underlines the necessity of dealing with this problem as soon as possible. When the issue of the sanctioned entities being in the Group’s capital structure is resolved, Fortenova Group’s access to the banking market will reopen and the company will explore it again.
One of the terms agreed with HPS as part of the new financing is the commencement of a process for the potential divestment of Fortenova Group’s Agriculture Division by no later than 31 December 2023. Should the divestment actually take place, proceeds will be used for the Group’s further deleveraging or for strategic investments in the Group’s other core retail and food businesses.
With regards to its operating business, the Fortenova Group continues to perform extremely well. Preliminary unaudited results for 2022 show net revenues exceeding EUR 5.2 billion, operating profits according to IFRS-16 of more than EUR 470 million (adjusted operating profits of more than EUR 300 million), with EUR 1.1 billion of net debt of. Group liquidity was in excess of EUR 280 million and the Group achieved its best-ever ratio of total net debt to adjusted operating profits of 3.5 times.