Fortenova Group and Springwater Capital (“SWC”) signed an agreement on the sale and purchase of Kompas d.d. Ljubljana and Kompas d.o.o. Poreč.
The Kompas network is one of the oldest and largest tour operators organising individual and group travel in the Adria region, and the region’s largest destination management company. In 2019, more than a million travellers used the wide range of the Kompas network’s tourist services, having realized over six million overnight stays.
SWC has a deep investment expertise in the tourism sector with investments in Spain, Portugal and Belgium: this includes Spain’s fourth largest company in the travel sector, as well as the largest travel agency network in Portugal.
“With this transaction Fortenova Group will largely complete the process of exiting its tourist investments that accounted for a significant part of our non-core business, which we have been successfully disposing of throughout the course of this year. We are very pleased to have found an excellent strategic partner for the Kompas network’s portfolio and employees, that has a very strong expertise and knowledge of tourist operations, and who will be looking to further invest and grow the business. As such I believe this transaction will have significant positive benefits to the existing business and employees who, on behalf of the Fortenova Board and Executive Directors, I would like to thank for all their hardwork and dedication in what has been an extremely challenging year in the tourism sector.
For Fortenova, as already communicated, exiting non-core investments enables us to focus on strengthening all the parameters of our core businesses – retail, food and agriculture, and streamline our organisational and management structures” – said James Pearson, Fortenova Group’s Chief Financial Officer.
The transaction will be formally closed following the approval of the concentration of SWC and Kompas by the Slovenian Market Competition Agency.
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.
The Enterprise Chamber of the Amsterdam Court of Appeal today dismissed all claims made by SBK Art (“SBK, sanctioned entity controlled by Russian Sberbank and holder of 42.5 percent equity interest in Fortenova Group) thus confirming yesterday’s decisions approved at the DR holders’ assembly of Fortenova Group in the Netherlands.
The Dutch judiciary thus has also confirmed the positions taken in the decision of that same Amsterdam Court of Appeal in December 2022 and has prevented sanctioned parties from influencing the management and decision-making in Fortenova Group.
“This decision is a reaffirmation of Fortenova Group’s legal stances and its dedication to abiding by international sanctions while preserving the value of the company. We are pleased that the Dutch judiciary recognized and protected the majority of non-sanctioned equity holders of the Fortenova Group. The Fortenova Group will commence the implementation of the decisions of its non-sanctioned equity holders”, said Fabris Peruško, reappointed member of the Board of Directors and CEO of Fortenova Group for another 6-year term.
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 18th August and 30th 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.
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 16th 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.
With its Regulation No. 2022/2475 dated 16th December 2022, which forms part of the ninth package of sanctions against legal and natural persons related to Russia and the Russian aggression on Ukraine, the EU Council has upon proposal of the Republic of Croatia included the company SBK ART, through which Sberbank holds its 42.5 percent ownership share in Fortenova Group, on the sanctions list.
Along with its request Croatia has submitted evidence that the purported acquisition of SBK ART, and through it also of the ownership share in Fortenova Group, was actually an attempt to breach the sanctions regime in effect in the European Union and the United Kingdom. According to the evidence, behind that transaction there were Croatian citizens with widely spread businesses in Russia, who have realized a fictitious transaction for which no money whatsoever has been transferred from the United Arab Emirates.
With the acceptance of evidence that “Sberbank has retained effective control over SBK ART notwithstanding the purported transfer of its shares to a businessman from the United Arab Emirates” and with SBK ART now included on the sanctions list, 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 those sanctions entails criminal liability for any citizens of EU member states and the UK who may have taken part in it.
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 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.
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.
The holders of depositary receipts issued by Fortenova Group STAK Stichting, a foundation (stichting) incorporated under the laws of the Netherlands have been called to a meeting that will take place on November 28th, 2022 with two items on the agenda:
1. Approval of the appointment of PricewaterhouseCoopers Accountants N.V. as the independent registered public accounting firm to audit the Dutch statutory accounts for the financial year ending on 31 December 2022 of Fortenova Group TopCo B.V.
2. Appointment of PricewaterhouseCoopers d.o.o. and Mazars Cinotti Audit d.o.o. as the independent registered public accounting firms to jointly audit the Croatian statutory accounts for the financial year ending on 31 December 2022 of Fortenova grupa d.d.
Fortenova Group STAK Stichting lawyers have agreed with the proposal made by SBK Art LLC (SBK; legal entity holding Sberbank’s stake in Fortenova Group) lawyers to postpone other originally planned agenda items until the next General Assembly meeting, while 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 will continue to be blocked from access to the voting.
As part of the DRIVE Beyond Exellence programme of improving the knowledge and skills of its employees, Fortenova Group has together with the COTRUGLI Business School started another education cycle through the Navigate Programme.
The second generation of students comprises 22 employees from 14 operating companies and Fortenova grupa d.d., most of them from the Food and Retail Divisions. Over 14 months of the education designed for Fortenova Group’s managers they will primarily strengthen their leadership skills, and working on a concrete operational project under the supervision of Fortenova Group’s Executive Directors they will consider improvements in their respective companies and acquire new, practical organisational knowledge. All of that will additionally affect the mobilization of their teams and organisations, as well as the realization of goals within Fortenova Group’s strategy.
„The systematic consolidation of Fortenova Group’s operations has been accompanied by the systematic support to the development of our key resource – our talents. That approach has reaped significant results because apart from having become one of the most desirable employers in the region in only four years of operations, we have also developed three own tailor-made education programmes with more than 250 of our employees having attended them in the first generation. Over the course of this month another nearly 200 collegues from across the Group shall start with new education cycles and hence over a period of two years almost 400 employees will undergo the internal education. Already the first generations have confirmed that investing in the expansion of knowledge and the personal growth and development of our talents also means that the Group’s potential in realizing its business objectives gets stronger. I am sure that the the contribution of the second generation of students in all DRIVE Beyond Excellence programmes will be equally strong and visible”, said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors, on the occasion of kicking off the second cycle of the Navigate programme.
„We are exceptionally pleased to be Fortenova Group’s education partner already for the second year and to continue contributing to the improvement of the professional competencies of Group employees through the “Drive Beyond Excellence – Navigate” programme, all with a view to achieving the set strategic goals, as well as to the not less important personal development.
As the leading business school in Southeast Europe we have always pointed out the importance of lifelong education and look forward to making our contribution to the personal, civic, social and business perspectives. I am convinced that the attendees of the programme will be important links in the development of their organisation and contribute to the competitiveness of the Croatian economy by personal example”, said Zoran Đorđević, Partner and Academic Director at the COTRUGLI Business School.
While detailed operating results for the period 1-9/2022 will be disclosed by Fortenova Group next week, preliminary results have shown that the Group has within the first nine months of 2022 generated total consolidated revenue of slightly more than HRK 30 billion or EUR 4 billion, which is a 38 percent increase in comparison to its performance in the same period of 2021.
Net of the Mercator integration effects, total revenue from continuing operations has grown by 15 percent in a year-on-year comparison, primarily thanks to the good tourist season, significant operational improvements and partly also due to inflation.
At the same time consolidated adjusted EBITDA of the period grew by 20 percent against last year’s and amounted to more than HRK 2 billion or EUR 265 million. In spite of the high cost of debt and increased cost of energy and labour, over the period 1-9/2022 Fortenova Group also generated profits from continuing operations.
At the end of September Fortenova Group had a cash position of almost HRK 2 billion on its accounts. At the same time it continued with the deleveraging process and achieved a net debt to adjusted operating profits ratio at the end of the period of 3.6 times, thus having halved the leverage ratio that had amounted to 7.2 times at the time of Fortenova Group’s incorporation.
A fortnight after Russia’s Sberbank, with a 42.5 percent stake Fortenova Group’s largest single co-owner, had disclosed to have sold the company that formally holds its beneficial ownership in Fortenova Group to a natural person, an investor from the United Arab Emirates, Fortenova Group received confirmation that the alleged new owner has not even contacted the Dutch registrar of ownership, UK-based Kroll, to change the data on the ultimate owner.
Kroll confirmed to Fortenova Group that to date they have not received any request to initiate the procedure of registering the change of ultimate owner.
Should such request be received, in order to accept any change Kroll must establish beyond doubt that the sanctions in effect in the European Union and the United Kingdom have not been breached in any way whatsoever. Should the sanctions have been breached by the sale-purchase, Kroll will not be able to acknowledge the exercise of rights from ownership shares thus acquired.
Any breach of sanctions also entails criminal liability for all citizens of EU member states and the United Kingdom who may have taken part therein and the company would like to use this opportunity to once again point out that Fortenova Group has had nothing to do with the transaction pursued by Sberbank.
As at 17th November 2022 Sberbank’s share in Fortenova Group is still in the ultimate ownership of Sberbank as it has been so far, which means that due to the sanctions this share does not bear the rights arising from ownership – including for example the exercise of voting rights.
Commenting on this fact, Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, pointed out: “The fact that Sberbank is still its largest single owner shall continue to affect Fortenova Group’s day-to-day operations as it has done so far, where due to the Russian co-ownership we occasionally have to argue and document that we as company are not subject to sanctions, which does take some time and energy, but we have been and shall continue to be able to manage that. The most important thing, apart from the fact that we do not have a new co-owner, is that nothing has changed in our everyday operations. Behind us there is an excellent tourist season and ahead of us the operationally intensive holiday season for which we are very well prepared, we operate in an orderly and successful manner and I expect, provided that we all continue to be equally committed to our work, that we will achieve all the goals set this year.”
This information is intended, in the light of a number of media publications ( Jutarnji list 4 Nov 2022 , Vecernji list 4 Nov 2022 , Jutarnji list 5 Nov 2022 , Vecernji list 8 Nov 2022 , Jutarnji list 9 Nov 2022 , Express 11 Nov 2022 , Jutarnji list 12 Nov 2022 ) over the last two weeks, to inform all stakeholders as accurately as possible of the ownership structure of Fortenova Group.
As at 2nd November 2022 Russia’s Sberbank and the natural person Saif Alketbi, citizen of the United Arab Emirates, claimed in separate, though timely coordinated media releases, that the aforementioned citizen of the UAE had acquired the 43.5 percent ownership stake in Fortenova Group by having purchased the company SBK Art LLC from Sberbank.
Fortenova Group immediately reacted to those announcements with the following information:
“Fortenova Group has no official knowledge whatsoever about the sale of Sberbank’s share. Sberbank’s assets are under sanctions and any sale-purchase requires special approvals to be obtained from the authorities in charge of implementing the sanctions. The first potential buyer of Sberbank’s share, Hungary-based Indotek, was not able to obtain those approvals. In the second attempt, i.e. the divestment to the pension funds, the approvals were obtained, but the representatives of German Allianz in the Supervisory Board of the AZ Fund stopped the sale-purchase. To Fortenova Group’s knowledge no further approvals for sale have been obtained and hence we do not see how a valid sale-purchase could have happened. Also, following the one performed by the pension funds, no other due diligence exercise has been performed. In case that the sanctions should have been avoided, this would constitute a criminal offence and the company has not taken part in it”.
More detailed clarifications of the developments related to Sberbank’s share in Fortenova Group were offered by Fabris Peruško, Fortenova Group’s CEO and Member of the BoD, in his interviews for Večernji list and HRT’s (Croatian TV) News.
As there was imprecise and inaccurate information published in some of the media commentaries, we herewith disclose a more detailed explanation of Fortenova Group’s ownership structure:
When it comes to the Russian banks, as the public is already aware, during the process of restructuring Agrokor through the Extraordinary Administration Procedure and the creditor’s Settlement Plan debts to creditors that were suppliers were mostly fully repaid during the EA Procedure itself. Financial institutions that had financed Agrokor until 2017 under the former owner have not recovered any cash, but their claims were rather swapped to ownership shares. The Russian bank Sberbank was Agrokor’s largest creditor, with the debt to that Bank prior to the opening of the Extraordinary Administration Procedure having amounted to EUR 1.1 billion. Hence, in pursuance of the Settlement Plan, Sberbank has also become Fortenova Group’s largest single owner.
Due to the crisis in Ukraine, i.e. the conflict regarding Crimea, which already existed at the time when the Settlement Plan among Agrokor’s creditors was closed, it was restricted by the statutory document of Foretnova Group’ Dutch ownership structure for co-owners under (at that time still only sectoral) sanctions to not be able to hold 50 percent of ownership or more. The mechanism applied has existed in the Netherlands for a number of years and makes sure that the Russian systemic banks cannot exceed an ownership share of 50 percent in companies, neither when issuing new nor when transferring existing instruments. This is why, at the time when Sberbank was assuming additional Fortenova Group instruments in exchange for Mercator shares, for the amount that would have meant that the 50 percent threshold has been exceeded, instruments held by Sberbank were transferred to a special escrow account in the name of a specialized private share issue management service provider (also an independent company of the UK based Kroll), and Sberbank cannot dispose of them at any point in time. These shares, if they were to be released from the escrow, would represent some 0.9 percent of votes. All shares exceeding 50 percent were transferred to a special account in 2021 as part of the overall share swap transaction and are still on that account, bearing no ownership and governance rights.
The second largest shareholder is a group of Croatian investors, led by Open Pass, who together hold some 28 percent, while the remaining around 22 percent of the company is owned by an array of institutional and private investors.