Fortenova Group d.d. and Nomad Foods Limited have signed a Sale and Purchase Agreement (SPA) for the Frozen Food Business Group (FFBG) consisting of Ledo plus d.o.o., Ledo Čitluk d.o.o. and Frikom d.o.o. alongside several smaller affiliated companies.
The value of the transaction is EUR 615 million, on a debt-free, cash-free basis, with completion planned for Q3 2021. Upon completion, Nomad Foods will become the owner of FFBG which comprises a leading European frozen food portfolio of iconic local brands with strong consumer awareness in Croatia, Serbia, Bosnia & Herzegovina and several other countries in South East Europe (SEE). With more than half a century of tradition, the FFBG is the largest producer and distributors of ice cream and frozen foods in its respective markets.
“This is a transformational transaction for Fortenova Group with all the funds to be used to deleverage the Group and deliver a Fortenova Group that is, after many years, financially strong and able to fully invest in all its businesses”, said James Pearson, Fortenova Group’s Chief Financial Officer.
“Our Frozen Food Business Group is the market leader in the region where we operate, and I am glad that we have achieved our main goal in its sales process. The goal was, over and above maximizing value, to conclude this transaction with a strategic partner who will make the maximum contribution to further the development of FFBG and recognize the full value and potential of this business and its people”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and member of the Board of Directors. “With completion of this transaction we will fulfil a key prerequisite for the capital structure optimization that will enable strong investment in our businesses and drive their future growth. I am very thankful to all people in the Frozen Food Group and in the Fortenova Group who have worked very hard over the past six months to make this happen. Knowing that our Frozen Food is going to be in very good hands, we are looking forward to cooperating with Nomad Foods as an important future business partner in this region”, concluded Peruško.
Completion of the transaction is subject to regulatory approvals in the applicable markets as well as Fortenova Group’s shareholders’ approval. Fortenova Group’s Board of Directors, consisting also from representatives of majority shareholders, has unanimously supported signing of the SPA with Nomad Foods.
Fortenova Group was advised on this transaction by Akin Gump Strauss Hauer & Feld LLP, Bogdanović, Dolički & Partners Law Firm, Citigroup Global Markets Europe AG, Isailović & Partners Law Firm, KPMG Croatia, Marić & Co Law Firm and VTB Bank (Europe) SE.
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.
Fortenova Group has today in collaboration with the Croatian Business Council for Sustainable Development signed the Diversity Charter for all segments of its operations and its operating companies in Croatia and across the region. The Charter was signed by Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors, and Mirjana Matešić, Ph.D., Director or the Croatian Business Council for Sustainable Development. The signing follows after Fortenova Group recently formally joined HR PSOR and UN Global Compact, the world’s largest sustainable development and corporate sustainability initiative.
With today’s adoption of the Diversity Charter Fortenova Group has undertaken to publicly support and develop diversity in all of its work environments, operating companies and the business environment in general.
“It is important to note that today’s signing of the Diversity Charter is a logical upgrade on our commitment to sustainable development. I am particularly proud of the speed at which Fortenova Group has within very short time made key strides in accepting sustainable operations and its values; from our Code of Ethics and accession to HR PSOR and UN Global Compact, until today when we have signed the Diversity Charter. Sustainability and diversity are Fortenova Group’s fundamental values and a constituent part of our corporate culture” – said Fabris Peruško, Fortenova Group’s Chief Executive Officer and Member of the Board of Directors on the occasion of signing the Diversity Charter.
Mirjana Matešić, Ph.D., Director of the Croatian Business Council for Sustainable Development, stated on that occasion: “We are pleased that by signing the Diversity Charter Fortenova Group has publicly, on behalf of all its employees, accepted the responsibility to apply diversity and equal opportunities at the workplace in all of its companies. Diversity is one of the main tools for achieving innovativeness and creativity, required more than ever in order to realize our transformation towards sustainability”.