Seized Mercator shares have to be returned to Agrokor
The Supreme Court of the Republic of Slovenia passed a judgement pursuant to which the shares of Mercator, that were by decision of the Public Competition Agency of the Republic of Slovenia (Javna agencija Republike Slovenije za varstvo konkurence – AVK) temporarily seized late last year, have to be returned to Agrokor without delay.
The State Attorney’s Office of the Republic of Slovenia had filed a request for the protection of lawfulness with the Supreme Court of the Republic of Slovenia whereby the State Attorney’s Office essentially stated that the Slovenian AVK, by seizing the Mercator shares from Agrokor, had acted unlawfully. With its final and non-appealable judgement the Supreme Court has confirmed such claim and changed AVK’s decision, thus halting the procedure that AVK had brought against Agrokor, in which the Mercator shares were seized. The Supreme Court has thus enabled Agrokor to freely dispose of the shares.
The Supreme Court declared the seizure of shares to be unlawful, argueing that AVK had no legal grounds to issue a ruling to seize the shares. In particular, Item 5 of Art. 201 of the Slovenian Misdemeanor Act stipulates that the decision to seize property can be made if there is a »concern that the perpetrator may hide or travel abroad during the infringement proceedings or prior to the execution of the decision«. The Supreme Court established that it was conceptually impossible for a legal person to »hide, travel to an unknown location or abroad« and that there were no substantive legal grounds to seize the shares from Agrokor. The judgement indicates that, by passing the unlawful seizure decision, AVT completely wrongfully applied Art. 201 of the Slovenian Misdemeanor Act, the goal and intention whereof solely apply to natural persons for whom there is a possibility to »hide or travel to an unknown location«. For those reasons, the Supreme Courts states, Mercator shares have to be returned to Agrokor without any further delay.
This judgement of the Supreme Court provides for the return of property to Agrokor slightly more than a month after the Court Okrajno sodišče of Ljubljana already altered AVK’s decision on the amount of the fine and reduced the original amount of as much as EUR 53.9m to EUR 1m, explaining that not having reported the concentration was not the result of the »intention to bypass the concentration filing in order to cause possible harmful effects on market competition«, but was rather »the result of negligence of the responsible person Ivica Todorić«. Due to the fact that the court has not accepted all arguments, Agrokor appealed against this decision to the High Court of Ljubljana and has continued to apply legal means to refute the argumentation used by AVK in establishing the alleged breach of provisions.
Fabris Peruško, Chief Executive Officer of Fortenova Group, to which the Mercator shares are to be transferred, said: »We welcome the judgement of the Supreme Court, which shows that by protecting lawfulness, key institutions also improve the investment climate in Slovenia. We expect for the free disposal of shares to be made possible within shortest time and are still planning to realize the transfer of Mercator shares to Fortenova Group by the end of this year.«
Peruško also used the occasion to reiterate that transferring Mercator to Fortenova Group as soon as possible was primarily in the direct interest of Slovenia’s largest retail chain, its suppliers and the entire economic environment in Slovenia. »Due to its multiplying effect on the economy, Mercator is a company of systemic importance for the Slovenian economy. By the transfer from Agrokor, a company in bankruptcy, Mercator will find itself in the ownership of the stable and capital-strong Fortenova Group, whose ultimate goal is to make Mercator a strong local-supplier-oriented regional retailer«, Peruško said, concluding: »As already stated several times, in Mercator as part of Fortenova Group the entire Slovenian economy will gain a financially strong and stable partner and buyer of its goods. The cooperation with local suppliers and the maintenance and development of shorter supply chains is one of the key determinants of Fortenova Group’s regional retail development strategy and constitutes an important competitive advantage. After the Mercator shares are transferred to Fortenova Group, the local suppliers can therefore continue to count on their position at Mercator.«
Fortenova Group has prepared its 2021 Sustainability Report and published it on its website (https://fortenova.hr/en/sustainability/ ). It is the Group’s first Report of this kind, whereby it has established its ESG (Environmental, Social and Governance) sustainability objectives, prepared in compliance with GRI standards – sustainability reporting guidelines devised by the Global Reporting Initiative (GRI).
The Report provides a comprehensive and detailed overview of the Group’s entire business operations in 2021, as well as insight in its strategy and key values and sustainability topics that are material for Fortenova Group and its stakeholders, i.e. those where the Group has the greatest impact.
It comprises seven key topics starting from the objective to build sustainability as a relevant criterion into the Group’s decision making processes, through reducing GHG emissions, waste management across the chain from food production to packaging, improving life quality by way of the quality of food, reducing the impact that the Group and its operating companies have on soil and waters, impact on improving the standard of living in the communities where it operates to continuing to encourage diversity and inclusion at all levels.
The Report features a lot of data related to the above topics from the Group’s 45 companies that have significant operating activities and actively employ. At the same time, the 2021 Report also includes selected initiatives that were launched in early 2022 to illustrate the current status of topics that are the most relevant for the Group.
Furthermore, given that some of the operating companies’ everyday activities comprised in the Report also include activities specified in the first two objectives of the EU Taxonomy – climate change mitigation and climat change adaptation – in order to act in accordance with its regulatory obligations for 2022, as a first step Fortenova Group disclosed the evaluation of eligibility for 2021.
Namely, the Taxonomy Regulation is the EU’s key document for the achievement of climate objectives and features a classification system that establishes a list of environmentally sustainable economic activities and aligns the criteria for determining whether an economic activity qualifies as environmentally sustainable.
„Everything that we have done over the last few years, and particularly in 2021, is part of the activities that have improved our social and corporate responsibility, while having a positive impact on the economic development of the communities in which we operate. This Report not only shows that we have timely accepted the responsibilities arising from the European Green Deal, but that in 2021 we laid the organizational foundation, as well as the foundation pertaining to activities required for sustainability to be integrated in our internal management system and become part of the Group’s long-term strategy. We have thus raised the responsibility not only to ourselves, but to our consumers, partners, suppliers, the environment and the society as a whole – to an even higher level” – commented Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors on the occasion of publishing Fortenova Group’s first Sustainability Report.
According to the assessment of the Expert Commission of the Croatian Business Council for Sustainable Development (HR PSOR), Fortenova Group’s 2021 Sustainability Report is in accordance with the core level of GRI reporting and complies with the legal provisions of the Republic of Croatia in the area of sustainability reporting.
„ We as a Commission noted that Fortenova, as the largest regional company, has prepared a very comprehensive and thorough report with a lot of useful information that give us complete overview of all their operations. Even though there are some parts of the Report that can be improved, generally, considering that it is the Group’s first report of this kind, we found it very well aligned with the requirements of GRI. It is in our opinion one of the most complete reports to be published in Croatia in recent years and probably one of the finest sustainability reports in the region. We commend Fortenova Group for this accomplishment and look forward to their future work on sustainable practices and on the development of the reporting process itself“ – HR PSOR stated in its assessment of Fortenova Group’s first Sustainability Report.
Fortenova Group’s 2021 total consolidated revenue from continuing operations amounted to HRK 31.4 billion, with consolidated adjusted EBITDA in the amount of HRK 1,955 million and a net profit of HRK 523 million after the gain on the sale of the Frozen Group. The Group closed the year with HRK 1,872 million in cash on its accounts.
These results equate to a growth of consolidated revenue from continuing operations of 65 percent and adjusted consolidated EBITDA growth of 52 percent vs 2020. The main driver of the consolidated results performance is due to Mercator Poslovni Sistemi, being consolidated into Fortenova Group’s results as of May 1st, 2021.
Compared to the 2020 year-end results, the 18 companies from the Group’s core business, excluding the Frozen segment that has been sold and including full year of Mercator Group companies, recorded on a like-for-like basis a revenue growth of 5 percent, an increase in EBITDA of 20 percent, and an increase in EBIT of 64 percent.
These positive growth trends have continued in 2022 and in Q1 2022 our 18 companies from the Group’s core business realized on a like-for-like basis higher net sales revenues by 6 percent, higher EBITDA by 2 percent and higher EBIT by 6 percent, compared to Q1 last year.
„We had very strong performance last year and in the beginning of this year with the key achievements being Mercator’s refinance, transfer and integration along with immediate delivery of planned synergies, closing of Frozen segment sale and resulting deleveraging in Q3 ‘21 as well as significant operational improvements and a good summer season. As a result, our net profit of HRK 523 million shows an improvement of HRK 1.8 billion compared to 2020 and our cash position remains very strong, with HRK 1.9 billion at the end of 2021.
We can look back at a really excellent year, in terms of the results and strengthened capital and financial structure that have set the foundations for continued growth. All activities that we have pursued were aimed at increasing our value as well as Fortenova Group’s overall corporate and social responsibility, in the sense of impact we have on the economies across the region as this region’s largest employer.
I am especially proud of the fact that everything that we have done has also resulted in meeting one of our most important goals – raising the investment strength of Fortenova Group, which is now in the position to pursue a regional investment cycle worth over EUR 130 million in ‘22. All our investments are focused on more sustainable and more efficient operations, so that they can further build on their leading positions. I would also like to emphasize that in addition to all of that, in 2021 we have set very ambitious ESG objectives and have prepared our first Sustainability Report, which will be published in the coming days” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, summarizing the key features of the 2021 operations.
James Pearson, Fortenova Group’s Chief Financial Officer, said that “We continue to deliver on our planned financial strengthening and simplification of the Group. Through the transactions dealing with Mercator, Frozen Group as well a number of non-core and real estate sales we reduced debt in 2021 by HRK 4.4 billion which led to an underlying leverage ratio of 4.3x at year end. This is a significant decrease from the 6.8x leverage ratio we had at the beginning of the year and demonstrates the great step we have taken.
The results are also a testament to ability and great resilience of the Group’s employees. Despite covid, earthquakes, supply chain pressure, inflation etc they continue to deliver whether improving customer service, improving existing offers or developing new ones all of which is all leading to the reported results.” – Pearson said.
On 7th June 2022 Sergei Volk, Member of Fortenova Group’s Board of Directors, resigned from all positions held at Fortenova Group, whereby all his obligations in the governing bodies of Fortenova grupa d.d. and other Group companies have ceased.
At the same time, the company Open Pass Ltd proposed to the DR Holders’ Meeting to appoint Pavao Vujnovac as Member of Fortenova Group’s Board of Directors, while Damir Spudić has been proposed as Director of the Dutch structure companies, i.e. Fortenova Group HoldCo, MidCo and TopCo B.V. These proposals will be decided upon by the DR Holders at the Meeting.
“We would like to thank Mr. Volk for his personal engagement and his contribution to stabilizing Agrokor’s operations during the Extraordinary Administration, particularly in achieving the settlement among creditors, and then also to the strong development of Fortenova Group. We wish him a lot of professional and personal success going forward” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors.
Fortenova grupa d.d. is 42,51% owned by SBK ART LLC (whose ultimate majority owner is Sberbank of Russia), while 7,39% is owned by VTB BANK (EUROPE) SE. During the restructuring, a sanctions safeguard mechanism was implemented that prevents shareholders subject to sanctions (either EU, UK or US sanctions) from exceeding the 50% of ownership, independently or jointly. In the event that the sanctioned shareholder should acquire new shares and thus exceed 50% (independently or jointly), this exceeding shares are placed in a special account of the Escrow agent (independent third party that manages the securities). Shares held in an Escrow account are registered in the name of the Escrow agent and do not give sanctioned shareholders either ownership or voting rights. Escrow Agent is an international company based in London, which is also required to comply with UK and US sanctions regulations.
The screening of sanctions lists, which ensures compliance with this sanctions safeguard mechanism, is performed on a daily basis.
Given this, Fortenova grupa d.d. is not majority owned nor can ever become majority owned by the shareholders who are subject to sanctions.
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The minority owner of the Fortenova Group, Russia’s Sberbank and the European investment fund based in Hungary, Indotek, have signed an agreement with the intention of sale and purchace of the largest single stake in the Fortenova Group. To conclude the transaction, it is necessary to obtain regulatory approvals in several markets.
On the occasion of the signing of the SPA and the announcend change in ownership, Fabris Peruško, CEO and Member of the Board of Directors of Fortenova Group said: „We welcome the entry of Indotek, which we recognize as a long-term strategic partner, into the co-owenrship of the Fortenova Group and we hope and expect that in the next few months all the approvals required to complete the sale and purchase of shares will be obtained. Regardless of a possible change in co-ownership, the Fortenova Group continues with regular business operations. Our operating companies are successfully managing market disruptions caused by rising operating costs and disruptions in some supply chains, that our many customers do not feel, and we are fully focused on preparing for this year’s tourist season from which we have significant expectations. ”
On Friday, 1st April 2022 Fortenova Group acquired all remaining shares of Mercator and became 100% owner of Mercator. With the transfer of 621,251 shares to Fortenova Group the process of squeezing out minority shareholders from the ownership of Mercator has been completed, and Fortenova Group has become the sole shareholder of Mercator.
“With this last transaction we have completed the acquisition process that started back in 2014, and the fact that this last step was taken on the third anniversary of Fortenova Group’s operations has a particularly symbolic meaning for us. It was a long-lasting and challenging process, with lots of intermediate legal and financial steps that were all leading to one and the same goal – forming the leading regional grocery retail chain.
Over the last year since the formal transfer of Mercator to Fortenova Group’s ownership we have concluded the squeeze-out procedure, but more importantly, we have started to unleash the full potential of our business model in retail by achieving significant operating synergies that we are reinvesting back into the Group” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors on the occasion of acquiring the 100 percent ownership share in Mercator.
He also pointed out that Mercator is the leading grocery retailer in Slovenia, with significant shares in Serbia and Montenegro, and Konzum is the leading grocery retail chain in Croatia whilst both Konzum and Mercator have a significant combined share in Bosnia and Herzegovina. “The synergies available to Konzum and Mercator by working together as part of the region’s largest retail group are numerous, which provides leverage for further strengthening our leading positions on the markets” – he said.
„The payment to minorities of EUR 22.4 mn was made using Fortenova’s own internal cash and demonstrates the increasing financial and operating strength of the Fortenova Group. The Group has made great progress over the last few years, this latest transaction completes another step in our plans and gives us further opportunity to invest and grow”, said James Pearson, Fortenova Group’s CFO, commenting on the transaction.
Fortenova grupa d.d. and its operating companies Jamnica, Konzum, PIK Vrbovec and mStart have received the Employer Partner Certificate (Certifikat Poslodavac Partner – CPP), awarded by Selectio group. With this Certificate the experts of SELECTIO Group have since more than 15 years been comparing local HR practices with global trends, thus improving the standards in human resources management and promoting practices that set a model of excellence in HR.
In the HR analysis carried out at all levels of the organisation, Fortenova Group and its operating companies have scored excellent results, and the certificate has acknowledged the highest management quality in five key areas of human resources – Strategy, Recruiting and Selection, Performance Management, Training and Development and Relation to Employees.
“As many as five Croatian Fortenova Group members – Fortenova grupa, Jamnica, Konzum, mStart and PIK Vrbovec – have met all the criteria of the Employer Partner Certificate and constitute a true example of successful HR management that has continuously developed in all areas. The companies have conducted various internal compliance, climate and satisfaction surveys, and hence the Feedback 360 analysis has confirmed that the managers comply with organisational values and key competencies. Recruitment and selection activities are at premium level, while onboarding processes have stood out in terms of innovative practices and approach. Internal communication at all levels of the organisation is commendable and makes sure that the teams are well informed and it is interesting to note that some practices are a role model of excellence even at global level” – said Martina Kessler, Head of Organizational Development Solutions from SELECTIO Group.
„It is not without reason that our human resources strategy is a strong support to all important processes at Fortenova Group. Whatever we do internally is also reflected on our environment and given that Fortenova Group employs around 50000 people across the region, we largely also determine the way in which the region functions. This also implies the reverberation of our employee relationship in the entire Group, which is based on building a desirable and encouraging work environment where our colleagues will be content and motivated. With this approach we as a company spread the sense of security and optimism and actually indirectly contribute to bringing the negative demographic and migration trends that we have been faced with to a halt” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, at the Employer Partner Certificate awarding ceremony.
Quality HR management is reflected in the partnership relations between the employer and the employee and has over the last years constituted a crucial competitive advantage of contemporary organisations. In 2020 Fortenova Group had received the Excellence in Challenges acknowledgement, thus having proved its top-notch management of the changes caused by the COVID-19 pandemic, and with the successful completion of the certification process Fortenova grupa d.d. and its operating subsidiaries have joined the company of more than 100 corporations in Croatia that use the Employer Partner Certificate methodology to measure their success in managing human resources and to develop and improve HR practices.
“Since the very beginning of its operations Fortenova Group has been focused on its employees, on creating a quality work environment as well as on improving the rewarding system. This has all contributed to the excellent results achieved in this certification, and the fact that the certificate has been awarded to as many as five of our companies has affirmed the excellence that we strive for as a Group. The Certificate also imposes a responsibility to additionally improve the high level of partnership achieved with our employees in the forthcoming period” – said Gordana Fabris, Director of Human Resources at Fortenova Group.
In reply to the questions about the possible impact that the situation with Sberbank Europe, which has along with its branch offices got under the management of the European Central Bank or the central banks of the countries in which it operates, may have on the operations of Fortenova Group as well as the ownership share of Sberbank at Fortenova Group, from Fortenova Group we would herewith once again like to set straight (https://fortenova.hr/en/news/the-divestment-of-sberbank-in-the-region-does-not-affect-the-ownership-of-sberbank-russia-in-fortenova-group/) that the shares in the company are held by Sberbank Russia and hence any developments regarding Sberbank Europe shall have no impact whatsoever on the operations of Fortenova Group. With regards to the impact of the ownership in general on the company’s operations, as already pointed out several times in the context of the sanctions over the last few days, the ownership of Fortenova Group does not affect the company’s day-to-day operations. Fortenova Group’s capital structure and liquidity are stable, its financing is headed by the US investment company HPS Investment Partners, and the operating business is run through the respective domestic, local banks on the markets where Fortenova Group operates.
Fortenova grupa d.d. has received the acknowledgement “Family Friendly Employer”, awarded for the fourth year in a row by the Central Government Office for Demographics and Youth to companies with best quality solutions in achieving a friendly atmosphere towards employees and their families, particularly taking into account the adjustment of the employers to employees’ families over the period of the COVID-19 pandemic.
Since 2018, when it was awarded for the first time, this acknowledgement has established itself as an important public commendation to those employers whose relation to their employees stands witness to their socially responsible approach and also shows a diversity of solutions for creating a friendly and encouraging environment for employees and their families.
“At the company we have focused on our employees with children, by providing parents with certain benefits in those moments of life that are important to them. At the same time we are focused on the idea of projecting optimism, as we believe that the optimism that we build within our company also affects the broader society. Viewed in the context of the declining population, we think that what is missing in our society is optimism. It is important for us to support family life as well as optimism, because we believe that it is possible to create personal wealth, values and business success in our region and that people can feel good here” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer, on the occasion of the award presentation.
Gordana Fabris, Fortenova Group’s Director of Human Resources, noted that the wide array of benefits at Fortenova Group ranged from employee health care by way of covering additional health insurance costs, thru a number of measures supporting parenthood – flexible working hours and four-hour workdays for parents of children with special needs, the possibility of gradual return to work following maternity or parental leave, use of days off for the child’s first day at school or kindergarten – up to subsidized sporting activities for its employees.
“Fortenova Group’s commitment to building a community that places the focus on family values has been recognized by the Central Government Office for Demographics and Youth, which has awarded us the acknowledgement “Family Friendly Employer” for the year 2021. We are exceptionally proud of this valuable recognition, which is also an encouragement to keep focusing on the welfare of our employees even more” – Gordana Fabris said.
With regards to the question of a possible impact of the present and any potential new sanctions that Europe has announced in relation to Russia, Fortenova Group does not expect them to have a negative impact on its operations. The banks in Russian ownership do not have majority management and ownership rights in Fortenova Group, those are below 50 percent, and the second largest shareholder of the company are local Croatian owners. Also, Fortenova Group has a stable capital structure with the financing headed by HPS Investment Partners, a US investment company, hence the sanctions are not expected to affect the financing of Fortenova Group, either.
Fortenova Group and the Agram Group have signed a contract for the sale / purchase of the property owned by Fortenova Group in the Cibona Business Tower in Zagreb. The property in question comprises office premises on 16 floors of the Tower as well as garage areas amounting to 6700 square meters overall. In accordance with the contract the sale-pruchase price is not being disclosed.
The Cibona Business Tower is one of Zagreb’s most representative office buildings. It is located in the center of the city, at a prestigious and easily accessible location, and since it was built as part of the sports hall complex for the purpose of the 1987 Universiade it has become one of the city’s most recognizable landmarks.
“After having largely completed the processes of divesting our non-core companies, the focus has been shifted to the sale of non core real estate. We are happy to have found, within a very short time, a partner who will, I am sure, provide the required investment into this well known building ” – said James Pearson, Fortenova Group’s Chief Financial Officer.
“The Cibona Tower is an iconic building of the City of Zagreb and a great fit in the real estate portfolio of the Agram Group. Having recognized this investment opportunity we continue to invest in the local economy, and this acquisition coincides with the 30th anniversary of the Agram Group’s successful operations” said Ivana Bratanić, M.Sc., Vice President of Agram Group.
Tihomir Adam, former Director for Investment Monitoring at Fortenova Group, is the new President of the Management Board of Belje.
In that position he will replace Andrej Dean, who has decided to continue his career outside of Fortenova Group. This is also an opportunity to thank him for his contribution in managing the Agriculture Division and the company Belje and wish him a lot of professional and personal success going forward.
Tihomir Adam has been working within the system since 2007, when he had assumed position as Direcor of Investments at Agrokor, which he held until 2014. He then joined Zvijezda in the position as Member of the Management Board in charge of production, to become President of the Board in 2017 and lead the company until February 2021. During the period of significant changes in the system, under his leadership Zvijezda generated excellent results and with the optimization of costs and the improvement of the company’s financial resilience, a high level of innovation has been retained in the Zvijezda portfolio. Adam joined the Fortenova Group team in the position as Group Director for Investment Monitoring on 1st February 2021.
Until further notice, responsibility for the Agriculture Division will be assumed by Fabris Peruško, Fortenova Group’s Member of the Board of Directors and Chief Executive Officer.