News

The Fortenova Group is Launching Change of its Ownership and Capital Structure Fortenova group

26.04.2023.

The Fortenova Group is launching an international process for examining interest by potential investors for purchase of Fortenova Group MidCo B.V., a Dutch holding company that fully owns Fortenova grupa d.d. International investment bank Lazard has been hired to support this process. The collection of expressions of interest has just begun and the end of the process is not expected before the end of September 2023.

In the material distributed to the potential investors the Fortenova Group lists its unaudited, forecasted financial indicators for the year 2022 that show the stability of the operational business of the company, as follows:

Net revenues: Over EUR 5.2 billion

EBITDA IFRS-16: Over EUR 470 million

Adjusted EBITDA: Over EUR 300 million

Net debt: EUR 1.1 billion

Net debt / adjusted EBITDA ratio: 3.5x

Liquidity: Over EUR 280 million

The same material reminds potential investors that the market position of the Fortenova Group in the five countries of the region where the Group operates remains without comparison. The Fortenova Group is the largest retail chain and food producer in the sectors of beverages, oil production, meat production and processing and agricultural production, and tens of millions of customers know the company through a portfolio of more than 100 strong brands. The Fortenova Group is also by far the largest regional private employer, with over 45 thousand employees and around 30 thousand partners and suppliers, the vast majority of whom are local producers of the region’s market.

Sanctioned equity holders (Sberbank and VTBE) hold 49.9 percent of the equity in the Fortenova Group, and although the Fortenova Group itself is not subject to sanctions, the sanctioned co-ownership significantly complicates business operations and negatively affects the value of the company for all stakeholders. Primarily, it makes it impossible to reach a sustainable and efficient capital structure. Furthermore, following Sberbank’s failed attempts to dispose of its own equity in the Group, certain applicable licensing grounds to obtain a sanctions licence to implement the exit of the sanctioned DR holders have expired. Therefore, there are currently no viable options available to dispose of the equity held by SBK Art or Sberbank.

The refinancing of EUR 1.05 billion notes issued by Fortenova Grupa d.d. will be solved in the short term, most likely through the extension of the current notes for a period not longer than the end of 2024, with conditions similar to the current ones, but also with a significant additional one-time cost. Fortenova Grupa d.d. has received a non-binding offer for such an arrangement, which will likely be accepted in order to bridge the time period that is needed to resolve the issue with sanctioned and other non-eligible equity holders, such resolution to be in accordance with applicable sanction rules. If Fortenova Group’s equity structure remains unchanged at that time, it is likely that any subsequent refinancing under such terms will only diminish the company’s value for all stakeholders, including the equity holders and especially the non-sanctioned equity holders.

In the case of the potential sale of Fortenova Group MidCo B.V., the intention is to pay the Contingent Payment Rights – CPRs of Fortenova Group TopCo B.V. before any other payment from the collected funds, which in the amount of about EUR 78 million refer to the so-called “granični dug / border debt”, i.e. suppliers’ claims which were agreed in the settlement of Agrokor’s creditors in 2018/19 and were reinstated at Fortenova Group TopCo B.V. level.

Through this process the Fortenova Group intends to maximise value for all stakeholders including all equity holders, whether sanctioned or not. The equity holders of the Fortenova Group have been informed of the process and have been called to propose potential alternative solutions, should they have such suggestions.

At the end of the proposed process the Fortenova Group would no longer have sanctioned participants in its capital structure, that were mostly inherited from the settlement process of Agrokor’s creditors. This would solve the key obstacle in securing a favourable, long-term, sustainable new capital structure of the Fortenova Group and it would allow renewed international investment potential for the whole group.

Tomislav Kramarić new President of the Management Board of Mercator Companies

19.04.2023.

By decision of Fortenova Group’s Board of Directors Tomislav Kramarić, Member of the Management Board of Mercator, has assumed the position of President of the Board of Mercator d.o.o. Ljubljana effective today, replacing in that position Tomislav Čizmić, who leaves the company by mutual agreement.

Having managed Mercator’s retail operations since December last year as Member of the Management Board, Tomislav Kramarić has now assumed responsibility for the entire company and its full transformation towards a cost-effective and profitable part of Fortenova Group’s regional retail business. This is particularly important with regard to the market circumstances and dynamic changes and challenges faced by retail companies on all markets due to inflation and other instabilities. Given the results that he achieved in running Konzum’s retail operations, particularly during the operational consolidation period over the course of the Extraordinary Administration as well as through the challenges of the pandemic and global crisis, the Board of Directors considers Kramarić to be the best choice when it comes to managing the entire transformation process at Mercator.

“It has been a full two years since the transfer of Mercator to Fortenova Group’s ownership. In the meantime we have realized a number of activities focused on consolidation and taking over the 100 percent ownership, as well as the additional stabilization of the company’s operations. Tomislav Čizmić headed Mercator in the most sensitive period for the company and made a great contribution to stabilizing its operations as well as running and closing the process of Mercator’s transitioning to Fortenova Group and we sincerely thank him for that. We are currently in the process of integrating all parts of our retail business into a compact network and given the dynamics in the environment, we continuously keep looking for models to improve our regional operations in order for them to be to the benefit of all stakeholders, on all markets. Part of this are also changes related to key responsibilities within the system. Hence this change is also part of those activities that will, we are sure, lead to strengthening our market positions and to competitiveness in the long term for Mercator, and consequently for the entire retail business, too” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, on the occasion of introducing the change at the helm of Mercator.

Until joining the Management Board of Mercator in December 2022, Tomislav Kramarić built his career at Konzum over the course of fourteen years, having held a number of managerial positions. Among other things, he spent five years as Director of Retail, to assume responsibility for the retail business as Member of the Management Board of Konzum in 2020. He graduated from the Zagreb Faculty of Economics and completed MBA studies at the IEDC Bled School of Management.

Agrolaguna opens new Taste&Shop Festigia store and tasting room in Poreč Food

31.03.2023.

Agrolaguna’s new Istrian cheese, olive oil and wine tasting room and store was opened today in Poreč at the address Mate Vlašića 34. With the new creative concept called Taste&Shop Festigia Agrolaguna intends to enhance the offer of Istria’s oenology and gastronomy tourism. Attending the opening were Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, Sotiris Yannopoulos, CEO of the Food Division at Fortenova Group, Nerina Zec, Chairwoman of the Management Board of Agrolaguna, Loris Peršurić, Mayor of the City of Poreč and Boris Miletić, Prefect of the County of Istria.

The newly opened store will offer its customers and visitors a wide range of premium Festigia and Vina Laguna wines, Ol Istria olive oils and Špin Istrian cheeses. The tasting room will be the venue for themed nights and educations about wine, oil and cheese and during the tasting events guests and customers will be introduced to the entire process and experience of creating Agrolaguna’s premium products. The intention is for this store and tasting room to also become the favourite gathering spot for all gourmets who appreciate indigenous Istrian products.

“The comprehensive renovation of this facility is an important part of Agrolaguna’s transformation into a modern wine, edible oil and cheese producer, a change supported by Fortenova Group both organisationally and investment-wise. The quality of our products has been acknowledged by numerous international awards, and having in mind the region’s tourism potential, with this new concept we have also made a step forward in terms of presentation because tourism is an equally important lever for the development of Agrolaguna as it is for the development of Istria. Our wish is for the tasting room, as well as for some other parts of the company like the vineyards or cellars, to become an indispensable point of the region’s tourist offer. The company has thus affirmed its responsibility towards its surrounding, contributing to the improvement of modern destination tourism, while also developing a partnership with the local community” – said Fabris Peruško, Member of the Board of Directors and Chief Executive Officer of Fortenova Group on the occasion of the new store and tasting room opening.

Nerina Zec, Chairwoman of the Board of Agrolaguna, pointed out: “This concept constitutes a great opportunity to show both our long-standing and our new customers how much knowledge, experience and expertise we have invested in the production of high-quality local Istrian products. Our new Festigia tasting room and store offers a unique shopping and tasting experience, making it possible for all customers and visitors to get even closer to the Istrian culture.”

“There are many associations tied to Istria, one of them certainly being the comprehensive oenology and gastronomy offering, which is also the second most important motive for guests to visit our part of the world. As region we are too small to compete with mass production and therefore we have opted for excellence in everything we do. The County of Istria is proud of all achievements of our farmers and entrepreneurs, who have with their work and enthusiasm contributed to the promotion of the Istrian brand, Agrolaguna being one of them. Congratulations on the opening of the new tasting room” – said Boris Miletić, Prefect of the County of Istria, while Loris Peršurić, Mayor of the City of Poreč, pointed out that any city would be proud to call such a large producer of outstanding quality its own. “I believe that this boutique store will soon become a favourite spot for everyone who wants to take the taste of Poreč and Istria home with them. I would like to congratulate the entire collective that creates this products and wish them a lot of success going forward” – he said.

Together against food waste Social Responsibility

22.03.2023.

Fortenova Group, Konzum, Zvijezda and PIK Vrbovec are among 33 signatories that have today signed the voluntary agreement on preventing and reducing food waste “Together Against Food Waste” with the Ministry of Agriculture.

The Agreement is intended to drive the food sector’s social responsibility, as well as collaboration, exchange of experience and defining of common goals and activities of the stakeholders involved, with the ultimate goal of preventing and reducing the generation of food waste in Croatia by 30 percent by the year 2028.

The Agreement is part of the Food Waste Prevention and Reduction Plan in the Republic of Croatia for the period between 2023 and 2028, as well as the reform measure “Food Donation System Improvement” from the National Recovery and Resilience Plan and is signed for a period of five years. Pursuant thereto, a working group will be established that will prepare a Common Annual Report, where the involved signatories are obligated to submit progress reports.

On behalf of Fortenova Group and its companies the Agreement was signed by Marina Burazer, Director of Marketing at Fortenova grupa d.d., Uroš Kalinić, Member of the Management Board of Konzum, Tomislav Alagušić, President of the Management Board of Zvijezda and Slaven Ružić, President of the Management Board of PIK Vrbovec.

“Fortenova Group, with its companies engaging in agriculture, production and retail of food, is aware of the importance of preventing and reducing the generation of food waste. We have signed the Agreement in order to contribute to the reduction of food waste as well as to influence the raising of public awareness of this topic by way of concrete and measurable contributions. Each one of us, both personally and at company level, can contribute to a solution and I am pleased to say that our companies have since many years been systematically working in that direction – from efficient stock management, raising public awareness and promotional activities for customers to food donations. Konzum, for example, has for five consecutive years been holding the title of The Best Donor, having donated more than 1 300 tonnes of food. Such initiatives are good for the entire planet, as well as for individual states, companies and consumers – all in all, they are in the common interest of all of us and deserve to be approached with due care” – Marina Burazer stated on this occasion.

Dutch court denies all claims made by SBK Art: All decisions of the Fortenova Group assembly are confirmed Fortenova group

13.01.2023.

Fortenova Group’s Assembly: Owners support all proposed decisions by vast majority of present shareholders Fortenova group

12.01.2023.

At the meeting of depositary receipt holders of Fortenova Group STAK Stichting, the ultimate owner of Fortenova grupa d.d., held today in Amsterdam, all proposed decisions were supported and adopted by the majority of more than 77 percent of present votes.

At two previous shareholders’ meetings where the same decisions were proposed, which were held on 18^th August and 30^th August 2022, the majority required to adopt the decisions was not present because the sanctioned shareholder SBK Art, under control of Sberbank of Russia, which holds 42,5 percent of voting rights, was not able to participate in the voting due to the sanctions. Pursuant to the STAK Articles of Association, the Assembly held today was the third in a row with the same agenda and the adoption of the decisions required the support of 75 percent of all present shareholders.

Thus the shareholders of Fortenova Group with voting rights adopted a number of decisions that will, to the benefit of the company and all non-sanctioned shareholders, facilitate the decision-making at future Assembly meetings, enable the further consolidation of Fortenova Group’s structure and operations and provide for the timely adoption of key business decisions. Thanks to the decisions of the Assembly it will now be possible to make new acquisitions or mergers or dispose of assets up to the maximum amount of EUR 500 million in 2023, subject to the prior decision of Fortenova Group’s Board of Directors, while they have also created the prerequisites for the refinancing of Fortenova Group’s existing debt and addressing various financial liabilities, also subject to the Board of Directors’ prior approval.

Besides the aforementioned decisions, today the shareholders with slightly more than 77 percent of votes cast by all present shareholders also voted in favour of extending the term of the members of Fortenova Group’s Board of Directors for another six years and appointed Fabris Peruško, Pavo Vujnovac, Damir Spudić, Maksim Poletaev and Vsevolod Rozanov for the next six-year period, providing with these decisions for the functioning of the BoD in the forthcoming period.

The Assembly was marked by an interest of shareholders that was higher than at previous meetings, as well as by the wide agreement of shareholders on the proposed decisions, as confirmed by the fact that out of the total 594 shareholders only 12 of them, or 2 percent of the total number of shareholders, voted against some of the decisions. The adopted decisions have thus, among other things, facilitated the company’s operations and extended the term of Fortenova Group’s BoD members which was about to expire.

“Fortenova Group’s management, with the support of its owners, remains focused on excellence in operational performance. When it comes to specific projects, priority shall certainly be given to the debt refinancing and further operational expansion, which we will now be able to realize regardless of the sanctioned shareholder without voting rights that will no longer be able to block the company’s normal operations with their inability to vote” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, upon completion of the DR Holders’ Meeting.

Amsterdam Court Judgment Fortenova group

30.12.2022.

Sanctioned SBK Art cannot vote at Fortenova Group’s Shareholder Meetings

At its official website the Amsterdam Court of Appeal published its judgment according to which SBK Art, through which Sberbank of Russia holds 42.5 percent of votes at the Shareholders’ Meetings of Fortenova Group STAK Stichting, being a sanctioned company has no voting rights and cannot attend the meetings of Fortenova Group shareholders, i.e. Depositary Receipt holders.

This judgment is based on the construction of the way the sanctions imposed by the European Commission in November this year work, according to which the voting rights of shareholders under sanctions are explicitly considered to be an intangible economic resource and have to be frozen, i.e. their exercise must be prevented.

Today’s judgment has thus dismissed the judgment of another Dutch court from September this year, whereby SBK Art was allowed to partly exercise their voting rights in some matters. The Dutch Court of Appeal has fully applied the European Commission’s instruction from November, according to which the shareholders of sanctioned companies cannot exercise their direct or indirect voting rights under any circumstances nor for any purpose whatsoever, i.e. their voting rights have to be completely frozen.

The company SBK Art had appealed to the Dutch Court that they were not allowed to take part in Shareholders’ Meetings and exercise their voting rights. This judgment has dismissed all of SBK Art’s requests and confirmed beyond doubt that the sanctions rules prevented SBK Art from being accepted at the Shareholders’ Meetings and from voting at the Shareholders’ Meetings. SBK Art was also ordered to pay all court expenses related both to the dismissed and to today’s Dutch court judgments.

By way of reminder, with the Regulation of the EU Council No. 2022/2475 dated 16^th December 2022, which constitutes part of the ninth package of sanctions against legal and natural persons related to Russia and the Russian aggression on Ukraine, the company SBK Art LLT, through which Sberbank of Russia holds 42.5 percent of ownership shares in Fortenova Group, has been included on the sanctions list. In the statement of reasons it is specified that the purported acquisition of SBK Art, and through it of the ownership share in Fortenova Group, was actually an attempt to breach the sanctions regime which is in effect in the European Union and the United Kingdom. The inclusion of SBK Art on the sanctions list has confirmed beyond doubt that everything related to that company is subject to the Council Regulation concerning restrictive measures in respect of actions undermining or threatening the territorial integrity, sovereignty and independence of Ukraine, and any breach of the sanctions entails criminal liability for all citizens of countries of the European Union and the United Kingdom who may have taken part therein.

EU Council puts SBK ART on sanctions list Fortenova group

21.12.2022.

New generation of Accelerate programme students starts work Career

01.12.2022.

With the end of November Fortenova Group has completed the launch of a new educational cycle in all three programmes of the DRIVE Beyond Excellence project, designed to improve the knowledge and skills of its employees in the long term.

Only a fortnight after 98 students of the first generation successfully completed their education, another generation of Accelerate programme students have started their work today. It comprises 73 students from 17 operating companies and Fortenova grupa d.d. Their education focuses on acquiring a number of new competencies and knowledge in various operational areas, and the programme has been developed with Selectio Group, Croatia’s leading HR consultancy company.

Through nine modules the students will gain insight into knowledge from the areas of finance, supply chain management, sales, customer relations or comprehensive project management, with particular focus on strengthening team leadership skills, recognizing specific traits in team members and encouraging their creativity, agility and inclination to thinking outside the box.

The education is intended to strengthen the students’ managerial skills, as well as to drive the transfer of acquired knowledge, thus strengthening the overall level of employee competence and efficiency and contributing to the atmosphere of togetherness, collaboration and sharing fostered by Fortenova Group in its working environments.

“I believe that we are all proud to end the year with new beginnings in our internal education programmes, featuring an impressive number of students in both generations. In the context of everything else that we have done at the company in parallel, we can truly be content with our overall achievements. Not only have we improved our financial strength, as confirmed by our operating results from quarter to quarter, but in parallel we have also developed internal processes and a systematic support to our key resource, which has brought us to the point that today we have a respectable talent pool and teams that can cope with even the most challenging tasks”, said Fabris Peruško, Fortenova Group’s CEO on the occasion of the Accelerate programme kick-off.

“Two generations of group programmes for the development of our employees’ skills as part of the DRIVE Beyond Excellence project have involved more than 450 employees from all our companies. The first generations have successfully completed their education, and the feedback from the students in all three programmes regarding the content quality and overall concept is truly excellent. This is why we are very happy with the development of the DRIVE Beyond Excellence project and the benefits that it has brought in strengthening the Group’s overall human potential and the work environment in general” – said Gordana Fabris, Fortenova Group’s Director of Human Resources.

Fortenova Group presents detailed operating results for I-IX/2022 Business results

30.11.2022.

Fortenova Group presented its detailed results for I-IX/2022 to the DR Holders, having confirmed the continuing excellent operating trends in all of its core businesses. As opposed to the preliminary results for the first three quarters that Fortenova Group had presented last week, this presentation featured the same key performance indicators in more detail, as shown in this presentation. The factors with the greatest positive impact on the growth of all of the Group’s performance indicators were the excellent tourist season, significant operational improvements, as well as inflation.

In I-IX/2022 Fortenova Group has thus generated total consolidated revenues from continuing operations of HRK 30.3billion or EUR 4 billion, which is an increase of 38 percent in a year-on-year comparison. Net of the effects of the Mercator integration, total revenues from continuing operations were 15 percent higher compared to the same period of 2021.

At the same time the consolidated adjusted EBITDA of the period has grown 22 percent against last year’s and amounted to HRK 2.1 billion or EUR 275 million. In spite of the high cost of debt and the increased costs of energy and labour, in the first nine months of 2022 Fortenova Group generated profits from continuing operations in the amount of HRK 534 million, which is an improvement of HRK 918 million against last year’s loss of HRK 384 million.

At the end of September Fortenova Group had a cash position of almost HRK 2 billion on its accounts. In parallel, it has continued to reduce its leverage and brought the net debt to adjusted EBITDA, according to the definition of its creditors, down to 3.58 times at the end of the period, thus having halved it from 7.2 times which was the leverage ratio at the point of Fortenova Group’s incorporation.

In comparison to the non-consolidated results at the end of Q3 2021, the 18 companies from the Group’s core businesses – Retail and Wholesale, Food and Agriculture – realized 12 percent more total revenue, while the non-consolidated EBITDA of the core businesses grew by 11 percent.

Retail and Wholesale thus realized 9 percent higher revenue and 9 percent more EBITDA. When it comes to revenue, that growth was supported by numerous activities of the company related to price optimisation and network expansion, and partly also the high inflation, while the focus on store optimisation, synergies and energy saving measures resulted in higher EBITDA. The wholesale segment owes its 18 percent better result primarily to the recovery of the HoReCa channel. Among Fortenova Group’s retail companies, the best results were generated by Konzum Croatia, Mercator B&H and Mercator Serbia, which recorded revenue increases of more than 10 percent. In general, inflation also had the largest adverse effect on the results in retail, having increased the prices of products and services as well as labour costs.

The Food Division companies, on the other hand, were under strong pressure of higher logistics costs through the growth of fuel and raw material prices. Nevertheless, Fortenova Group’s Food Division overall generated as much as 24 percent more revenue, driven by both higher sales and inflation, with all of the companies having recorded double-digit revenue growth compared to the same period last year. A higher growth of EBITDA was neutralized by the aforementioned higher raw material prices, input cost inflation and salary increases and amounted to 2 percent compared to 1‑9/2021.

Revenues in the Agriculture Division grew 7 percent, primarily accounted for by pig breeding, cattle breeding and milk production, while EBITDA grew by 60 percent, mostly due to the growth of agricultural commodity prices and the strong control of operating costs.

Today’s DR Holders’ Meeting of Fortenova Group expectedly lacks quorum, decision on appointment of auditors expected during December Fortenova group

28.11.2022.

Holders of Depositary Receipts issued by Fortenova Group STAK Stichting, a foundation (stichting) incorporated under the laws of the Netherlands, on 28th November 2022 held a General Assembly meeting which was expectedly found to lack quorum, with the next Assembly to be held at the end of the week starting 5th December 2022.

Given that the company SBK Art LLC’s access to the voting is still blocked (SBK; legal entity holding Sberbank’s stake in Fortenova Group and representative of 42.5 percent of votes in the Assembly), without those votes it is expectedly not possible to achieve the quorum prescribed by the company’s Articles of Association. When a certain item on the agenda does not get the required majority of votes on two consecutive meetings of the Assembly, the Articles of Association set forth that at the third meeting such decision can be adopted with 75 percent of valid votes cast in favour of the decision, regardless of the number of votes represented in the voting.

The only items on the agenda of today’s DR Holders’ Meeting were related to the appointment of auditors for Fortenova Group TopCo B.V. and Fortenova grupa d.d., and it is expected that the next Assembly with the same agenda will not have the required quorum, either. This is why the adoption of the decision about the appointment of the auditors is expected to take place during December, at the third session of the same Assembly.

By way of reminder, the lawyers of the company Fortenova Group STAK Stichting have agreed with the proposal made by the lawyers of SBK Art LLC’s – the legal entity holding Sberbank’s stake in Fortenova Group – to only vote on the appointment of the auditors at this General Assembly meeting, given that SBK Art is undergoing the Know Your Customer (KYC) procedures in the Netherlands.

Fortenova Group STAK Stiching has, in a reply to a letter sent by SBK, stated that in view of the unclear factual circumstances relating to the purported sale and transfer of the SBK’s shares by Sberbank of Russia to a private individual, it should not take account of or otherwise recognize SBK’s voting or voting rights. Accordingly, SBK continues to be blocked from access to the voting.

Representatives of SBK had not registered for participation at today’s Depositary Receipt Holders’ Meeting nor have they attended the meeting.

By way of clarification with regards to inaccurate information published in some media, Fortenova Group herewith notes that no hearing has been held before any court in the Netherlands that would have preceded this Assembly.

Fortenova Group’s Depositary Receipts Holder’s General Assembly to be held on November 28th 2022 Fortenova group

25.11.2022.

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