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Court of Amsterdam Rejected All Claims by Sanctioned SBK Art and Saif Alketbi28.06.2023.
The interim relief judge at the Court of Amsterdam yesterday rejected all remaining claims by SBK Art and Saif Alketbi, essentially aimed at attempting to halt the sale process of Fortenova Group MidCo B.V. and dictate the course of that process, despite being sanctioned parties without voting rights. This vexatious litigation by SBK Art and Saif Alketbi has now been rejected for the third time by the Dutch judiciary.
The judgment was made following the oral hearing of the parties on June 14, 2023, where the court initially rejected the request to prohibit the convening of the depositary receipts holders’ meeting. Yesterday, both that decision and the present judgment rejecting all other requests by SBK Art and Saif Alketbi were thoroughly reasoned.
From the detailed reasoning of the judgment, the emphasis of the Court is placed on the previous rulings that sanctioned individuals such as SBK Art are prohibited from exercising voting rights, either directly or indirectly.
Primarily, the Court concluded that Fortenova Group TopCo B.V. has a legitimate interest in selling Fortenova Group MidCo B.V. to ensure the sustainability of Fortenova Group’s financing, which has been compromised by the involvement of sanctioned parties in the ownership structure.
The ongoing process of exploring interest in the purchase of Fortenova Group MidCo, according to the Amsterdam Court, has adequate safeguards to protect the interests of all stakeholders. The claims that Fortenova Group intends to eliminate SBK Art through the sale of MidCo to the second-largest unsanctioned shareholder at an unreasonably low price are deemed “insufficiently plausible” by the judgment of the Court of Amsterdam.
The Court also determined that SBK Art receives all the information to which it is entitled, while Mr. Saif Alketbi “is not a certificate holder and therefore, under the terms of the administrative rules of Fortenova Group STAK, does not have the right to access information.”
The plaintiffs, SBK Art and Saif Alketbi, have been ordered to cover the legal costs and court fees of Fortenova Group.
Fortenova Group shareholders approved new financing arrangements27.06.2023.
At today’s DR Holder Meeting Fortenova Group Depositary Receipt Holders have approved, with almost 98% majority of those voting, the Group’s proposal to refinance the existing bond in the amount from EUR 1.1bn to EUR 1.2bn with the Group’s current majority creditor HPS Investment Partners.
After significant efforts to find financing with banks and bond markets, the Fortenova Group management has decided to enter a new bridge-type financing for the period until 29 November 2024 arranged by HPS, the existing leading non sanctioned creditor, which the DR Holders have supported with a large majority of votes in favor of this proposal.
The conditions of the new financing of the entire amount of the current bond ranging from EUR 1.1bn to EUR 1.2bn offered by HPS in regards of margin and EURIBOR floor remain the same as for the current bond. The additional terms of the new bond include an Original Issuer Discount, a one-off payment of 6.75 percent of the bond amount to be issued, which reflects sanctioned entities being in the Group’s capital structure thus limiting financing options.
This cost is the price of increased risk due to sanctioned equity holding and the inability of the market to participate in the refinancing of the Group that has Russian sanctioned co-owners. It should be noted that such a cost is also the price paid because of the sanctioned co-owners by all the company’s shareholders The short term 15-months maturity opens the last opportunity for the Group to find the solution for sanctioned entities to cease to be co-owners, which is a prerequisite for the Group to be able to refinance again in that short period of time at the capital markets.
Court of Amsterdam rejects yet another claim by sanctioned SBK ART and Saif Alketbi15.06.2023.
Following the oral hearing of the parties, the interim relief judge of the Court of Amsterdam has rejected the claims filed by SBK Art and Saif Alketbi to forbid Fortenova Group STAK to hold the DR Holders’ Meeting scheduled for tomorrow, where the Holders will decide on the appointment of Fabris Peruško to the management boards of the Dutch companies.
The urgent hearing was held upon request dated 8th June 2023 and took place the day before yesterday. Among other things, SBK Art requested to stop the meeting where the Depositary Receipt Holders will vote on appointing Fabris Peruško, Chief Executive Officer of Fortenova Group, as Director of Fortenova Group’s management companies in the Netherlands, on technical amendments to the documents of the umbrella organisation Fortenova STAK Stichting and amendments to Fortenova Group’s Articles of Association reflecting the conversion of the company’s share capital from kuna to euro.
Given the urgency of the proposal and the forthcoming Meeting tomorrow, the Court of Amsterdam rejected the claim without a detailed statement of grounds, which will follow subsequently. The other points of the claim shall as well be decided by the Court of Amsterdam subsequently.
The rejection of another SBK Art’s claim is one in a series of decisions adopted by Dutch courts rejecting the attempts of a sanctioned person to interfere with the Group’s corporate decisions.
Amsterdam Court Judgment30.12.2022.
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 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.
Fortenova Group presents detailed operating results for I-IX/202230.11.2022.
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.
Extraordinary Administration Procedure closed, Agrokor erased from Court Registry19.10.2022.
With its Ruling dated 19 July 2022 the Commercial Court of Zagreb has established that with the legally effective amalgamation of 46 non-viable companies to the debtor Agrokor d.d. as transferee the Settlement Plan of Agrokor’s creditors shall be considered implemented and the Extraordinary Administration Procedure over the debtor Agrokor d.d. closed. One of the world’s major restructuring-through-bankruptcy proceedings, recognized as such on an international level, has thus been successfully completed, after having gained legal legitimacy in the European Union, United Kingdom, the USA and Switzerland. During the Extraordinary Administration Procedure the overindebted Agrokor, although in bankruptcy, continued its business with all operations and full employment having been preserved in the process. At that point the system employed over 50,000 people in SE Europe and its failure, due to its impact on thousands of associated companies, would have had severe negative consequences on the economies of Croatia and all countries of the region.
The Extraordinary Administration Procedure in Agrokor had commenced on 10 April 2017 and comprised a total of 77 Agrokor subsidiaries. The company’s total debt at that point amounted to HRK 56 billion, with a debt to operating profits ratio of around 30 times and only six kunas on its accounts. Within only a year’s time the Extraordinary Commissioner Fabris Peruško and his team normalized the operations and completed negotiations on the creditors’ settlement, and the Settlement Plan was adopted with over 80 percent of the creditors’ votes in July 2018 and declared final and non-appealable in October 2018.
The most important result of the Extraordinary Administration Procedure, besides the accomplished settlement and preserved business operations, was the fact that during the Procedure itself the debts to a total of 2400 micro and small suppliers were settled in full, while other creditors’ recoveries amounted to 60 percent on average. All payments to suppliers and the overall costs of stabilizing the collapsed operations were settled from Agrokor’s operations and assets, without spending any Croatian tax payers’ money. At the same time, the Extraordinary Administration Procedure received international legal protection and with the TMA Award the international financial industry declared it to be one of the world’s best restructuring processes in 2018.
With the cessation of Agrokor’s existence, the authorities and duties of Fabris Peruško in his capacity as Extraordinary Commissioner under Art. 12 of the Act on Extraordinary Administration Proceedings in Companies of Systemic Importance for the Republic of Croatia, i.e. his rights and obligations as the debtor’s administrative body and representation authority shall cease.
“We can rightfully be proud to have completed one of the most important economic processes ever to have taken place in Croatia, with impact on the entire region. It was a challenging and complex process; the scope of work was enormous and the deadlines short. During the very difficult settlement negotiations we had to reconcile the frequently diametrically opposed interests of the different creditors. In our attempts to reach an agreement that would be acceptable to everyone, we had to face tensions, renouncement and compromises. Finally, the high percentage of support provided by the creditors to the Settlement Plan at the hearing and everything that we have done thereafter in transforming the company towards Fortenova Group, bear witness to the fact that we have had the knowledge and the determination required to manage this complex process. The Government of the Republic of Croatia, the financial creditors, suppliers, employees, myself in the capacity as Commissioner and our entire team have exerted exceptional efforts for the Extraordinary Administration Procedure to secure viable operations for a company that had practically been bankrupt. This was the basic assumption for everything that we have done in the period of three and a half years since the incorporation of Fortenova Group, which we have brought to a point where it has five billion euros of revenue, a leverage ratio of less than 4 times and the status of one of the most desirable employers and major investor across the region. I would like to thank everyone who has made a personal constructive contribution to the Extraordinary Administration Procedure, the Government of the Republic of Croatia that had nominated me for the responsible task of the Extraordinary Commissioner and the Commercial Court of Zagreb that appointed me. I take particular pride in the fact that today, together with the team in which there are numerous colleagues who also took part in the Extraordinary Administration Procedure, I run a company that has, thanks to the positive changes, successfully overcome all the challenges that we have been faced with” – said , on the occasion of closing the Extraordinary Administration Procedure and the completion of his role as Extraordinary Commissioner.
Fortenova Group records double-digit growth of revenues and operating profits in H1202229.08.2022.
In H1/2022 Fortenova Group generated HRK 18.8 billion of total revenue from continuing operations, which is 57 more than in the same period last year mainly driven by the integration of Mercator. On a like for like basis revenue grew by 14%.
At the same time the Group’s consolidated EBITDA for the first six months of the year exceeded a billion kuna which is 74% more than in the same period last year, while on a like- for-like basis the adjusted consolidated EBITDA grew by 19%.
The fastest growth of revenue was recorded by the companies from Fortenova Group’s Food Division, while the Agriculture Division saw the fastest growth of EBITDA.
Net profits of the period, after exclusion of currency exchange impacts, amounted to HRK 12 million, as against the loss of HRK 213 million after exclusion of currency exchange impacts in H1/2021. At the end of H1/2022 Fortenova Group also had HRK 1.7 billion of cash on its accounts and continuing its already long-term deleveraging trend, it closed H1/2022 with a debt to operating profit ratio moving 3,94 times.
“The strong realization in the first half of the year continues the positive trend that we recorded throughout the last year, with positive underlying business improvement accelerated by the integration of Mercator into Fortenova. This underlying growth is shown by the Group’s total revenue from continuing operations in H1/2022 has grown by 14% on a like for like basis excluding Mercator. These excellent operating results were generated in spite of the negative impacts of inflation on the increase in prices of labour, energy and raw materials and the consequently increased costs across the supply chain. The ’22 tourist season in Croatia is almost at the level of the record year 2019, which is an additional driver for our results that will show its full benefit in the third quarter of the year, which is the most important time period for us” – said Fabris Peruško, Fortenova Group’s CEO and Member of the Board of Directors, commenting on the half-year results.
“Looking further forward the expected changeover to the euro will have an additional long-term positive impact on the Group’s credit profile, as after the conversion 80 percent of our business will be generated in euros. Additionally, the currency risk for our debt will be eliminated,” – Peruško said. He also noted that the process of ownership transformation and the divestment of shares held in Fortenova Group by Sberbank continues and that over the course of H1/2022 the final prerequisites for a court ruling on closing the Extraordinary Administration Procedure in Agrokor will have been met.
James Pearson, Fortenova Group’s CFO, commented that the Group had a very positive first half of the year, having focused on market realization and achieving the planned operational improvements.
“Following the significant deleveraging achieved by Fortenova Group in 2021 by the transactions related to Mercator, the Frozen Food Business Group and a number of non-core business and property disposals, in 2022 we have continued to generate higher revenues and operating profits, which brought about a further decrease in the leverage ratio, which now amounts to 3.94 times which reflects the increasing financial strength of the Group. ” – Pearson said.
Fortenova Group publishes its first Sustainability Report01.07.2022.
Fortenova Group has prepared its and published it on its website ( ). 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 – – 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.
„ 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“ – stated in
Fortenova Group Closes 2021 with a net profit of HRK 523 million23.06.2022.
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 , summarizing the key features of the 2021 operations.
, 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.
Ownership Structure Statement01.06.2022.
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.
In case of need for additional clarifications, please contact us via firstname.lastname@example.org.
Sale and Purchase Agreement Signed on Sale of Sberbank's Share in Fortenova Group to Indotek Fund11.04.2022.
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 purchase 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 announced 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-ownership 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.”
Fortenova Group becomes sole owner of Mercator04.04.2022.
On Friday, 1 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 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 commenting on the transaction.
Fortenova Group does not expect Europe's sanctions in relation to Russia to have a negative impact on its operations25.02.2022.
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.
Successful Closing of Fortenova Group’s Frozen Food Business Group Sale to Nomad Foods30.09.2021.
has completed the sale to of the Frozen Food Business Group after receiving all regulatory approvals.
The Frozen Food Business Group comprises , as well as several related companies in other South East Europe markets and has a market leading portfolio of frozen food and ice cream brands enjoying a strong recognition among consumers in Croatia, Serbia, Bosnia and Herzegovina, with a tradition of more than half a century.
“This major transaction has been closed one year after the Frozen Food Business Group divestment process was initiated in Fortenova Group, despite the project having been carried out under very challenging circumstances of the pandemic. We have worked hard and are proud of the fact that with this transaction we have met our most important goals in full. The achieved price of EUR 615m has acknowledged the value of our business and at the same time we have introduced a strategic partner to the region who will continue to develop the business and be focused on developing Ledo’s and Frikom’s iconic brands. We also expect Nomad Foods will be an important business partner for Fortenova’s regional retail business going forward. For Fortenova 2021 is becoming a transformational year. We have not only completed the refinance and transfer of Mercator, where we are delivering on planned synergies, we have also delivered on a successful summer season and now we have completed the planned sale of the Frozen Food Business Group, all of which are now resulting in Fortenova having a substanitally stronger capital structure.” – said , CEO and member of the Board of Directors of Fortenova Group, thanking all employees of the Frozen Food Business Group for the contribution that they have with their work built into the operational success of their respective companies. “We wish them all the best with the new partners and hope for their success in the future, which they truly deserve” – Peruško added.
“In 2021, besides the refinance and transfer of Mercator, the delivery on all our plans in the summer season, where all our businesses and Divisions have delivered excellent operational results both in profit and cash, and the sale of the Frozen Food Business Group, Fortenova has also completed its program of non-core divestments and achieved numerous operational improvements to our businesses, all of which are contributing to the improvement of our financial metrics. In respect of this transaction, we will use the funds from the sale of the Frozen Foods Business Group to immediately repay debt and as a result we will be significantly deleveraging the company. With clear and continued delivery on our plans in 2021, Fortenova can now look forward with real confidence to the future as this Frozen Food transaction step changes our financial position and capital structure and will allow us to invest and grow our very strong businesses in the coming years. Finally, I would also like to thank our friends and colleagues in all companies in the Frozen Food Business Group for their skill, commitment, and hard work during the time when they were part of Fortenova Group.” – said, .
Fortenova Group Half-Year 2021 Results Presented to the DR Holders31.08.2021.
Fortenova Group, now reporting with Mercator consolidated from 1 May 2021, and also benefiting from improved trading condition vs H1/2020, recorded a consolidated revenue from continuing operations increase of 35 per cent. In addition, H1/2021 adjusted consolidated EBITDA was 14 per cent higher, and the Group recorded a net profit in the amount of HRK 318 million vs a loss in H1/2020. At the end of H1/2021 the Group also had more than HRK 1,8 billion of cash on its accounts so maintaining its strong liquidity position. These were the key highlights of Fortenova Group’s half-year results presentation to its depositary receipt holders.
“With consolidated revenues from continuing operations of HRK 12 billion, adjusted consolidated EBITDA of HRK 1.1 billion and HRK 318 million of net profit we can proudly say that behind us is the best first half of the year ever, not only in terms of performance, but also in terms of several major projects having been closed, which have placed the Group on track in terms of strengthening its profitability. First and foremost of these is business integration of Mercator and its consolidation into our financial statements from 1 May 2021. Given the excellent tourist season, the Group is continuing to trade strongly in Q3, and this along with the synergies that we are achieving in Retail, and the expected closing of the Frozen Food Business Group sale to Nomad Foods will mean that the Fortenova Group’s financial position will continue to improve” – said , commenting on the results achieved in H1/2021.
When it comes to non-consolidated results of the core businesses pertaining to 21 companies in the Retail, Food and Agriculture divisions of Fortenova Group, the total generated net sales revenue increased by 2.4 per cent, EBITDA grew by 12.5 per cent, while EBIT was as much as 39.5 per cent higher compared to the same period last year, when Mercator is included on a like for like basis.
In terms of the respective divisions, Food division generated the best improvement in results compared to last year, with a 12.5 per cent higher net sales revenues, 23.6 per cent higher EBITDA and 40.1 per cent higher EBIT in the first half of the year, following the impact of COVID-19 on H1/2020 results and the launch of several innovative products on the market in 2021.
The Retail division saw revenue growth of 1.2 per cent, EBITDA grew 10.9 per cent and EBIT grew 65.9 per cent, with Mercator included on a like for like basis. These improvements are a result of synergies, improved general trading as well as the wholesale segment in Konzum experiencing a strong recovery, following the relaxation of COVID-19 measures and the opening of HORECA channels.
Due to the major decrease in pork selling prices vs H1/2020, the Agriculture division incurred a decline in revenue of 12.5 per cent, which resulted in an EBITDA decline of HRK 19 million and EBIT decline of HRK 21 million.
“In H1/2021 Fortenova Group was very focused on in-market execution, delivering planned improvements to the business, and completing a number of key projects. This focus on delivery is clearly shown with improved operating performance, the divestment of the Frozen Food Business Group fully on track, Mercator debt being refinanced alongside 89.73% of its shares transferred to Fortenova Group and its integration into the Retail Division proceeding very successfully, as well as several non-core business divestment transactions being completed, enabling further focus on the core divisions. Overall, this has been a very positive H1 for the Group.” – said .
Fortenova Group presents 2020 results, assessing them as good30.04.2021.
Mercator shares transferred from Agrokor to Fortenova Group23.04.2021.
18.53 percent of Mercator shares transferred to Fortenova group31.03.2021.
Fortenova Group Signs Sales Agreement with Nomad Foods for Divestiture of its Frozen Food Business29.03.2021.
Fortenova Group shareholders adopt all proposed decisons at the Assembly – there are no more obstacles for the transfer of Mercator to Fortenova Group12.03.2021.
At the Meeting of Holders of Depositary Receipts issued by Fortenova Group STAK Stichting, held today in the Netherlands, the shareholders have voted in favour of all the decisions proposed, among others those regarding the consolidation of Fortenova Group’s operations related to the transfer of shares of Poslovni sistem Mercator from Agrokor to Fortenova Group. Thus Fortenova Group has received approval to extend the existing financial arrangement with HPS Partners and VTB Bank by the amount of not more than EUR 390 million, to be used as a loan from Fortenova Group to Mercator intended to refinance Mercator’s bank debt.
The shareholders have also adopted the decision to swap the shares held by Sberbank in Mercator for Fortenova Group shares, whereby the 18.53 per cent of Mercator shares owned by Sberbank shall be transferred to Fortenova Group. At the same time, with this swap Sberbank’s share in Fortenova Group’s ownership rises to 44 per cent.
Given that on 5th March 2021 the Competition Protection Commission of the Republic of Serbia approved the intention of Fortenova Group to acquire control over the company Poslovni sistem Mercator d.d., Ljubljana on the market of the Republic of Serbia, all the remaining key prerequisites for the soon to be effected transfer of shares of Poslovni sistem Mercator to Fortenova Group have been met.
„I would like to thank the shareholders who have recognized the importance of the proposed decisions for the future of Fortenova Group and with their votes provided support for the realization of plans intended to strengthen our operations and affirm our position as the largest employer in South and Southeast Europe. With this shareholder decisions and last week’s approval of the Serbian regulator there are no formal obstacles any more for Mercator to become part of Fortenova Group by the end of this month. There work ahead of us now is related to closing arrangements and contracts to put the decisions of the Assembly into practice. In the previous period we have prepared the detailed steps that will now be operationalized and whereby we shall, as already announced on several occasions, proceed with consolidating the company on several levels – in intragroup ownership, Group crediting and last but not least in retail across the region. We will thus finally be able to start using all the synergic benefits and strengthen our positions in retail on all markets. The transfer of Mercator is also the conclusion of all remaining obligations from the creditors’ Settlement Plan, marking, to my personal satisfaction, the successful closing of the Extraordinary Administration Procedure at Agrokor after exactly four years” – said Fabris Peruško, Member of the Board of Directors and CEO of Fortenova Group.
Regarding other important decisions adopted at the Assembly, the shareholders approved the appointment of Roman Goltsov, Daniel Gusev and Damir Spudic as non-executive members of Fortenova Group’s Board of Directors.
Roman Goltsov is currently Senior Managing Director, Head of the Structured Finance division within the Corporate Lending Department of Sberbank. In this role he directly leads execution teams for various complex restructuring, project finance and acquisition finance transactions. Along with the financial expertise, he is also an expert in oil and gas operations, having spent much of his career on projects in this sector around the world.
Daniel Gusev is managing partner in Gauss Ventures, a European-US Venture Capital firm. He is a seasoned entrepreneur in financial services innovations, having lead product development projects in fintech startup firms and worked as consultant and head of numerous design-driven projects in financial institutions.
Damir Spudic is Member of the Management Board and CFO of Energia naturalis (ENNA) and CFO at ENNA Group, responsible for planning, implementing, managing and running all finance activities. He is also Member of the Supervisory Board of Pevex d.d. and Luka Ploce d.d. and participated in the financial stabilization and successful restructuring of Petrokemija d.d. He joined ENNA Group in 2012.
With the appointment of the new Members to the Board of Directors, the resignation of Miodrag Borojevic from the position as Non-Executive Member of the Board of Directors has become effective and hence his obligations in other governing bodies of individual Fortenova Group operating companies have ceased as well.
Fortenova Group has gained approval for the concentration with Mercator in the Republic of Serbia05.03.2021.
Fortenova Group shareholders to vote on important decisions related to Mercator transfer to Fortenova Group at forthcoming Assembly04.03.2021.
At the Depositary Receipt Holders’ Meeting of Fortenova Group, convened for Friday, 12th March 2021, the shareholders will vote on several decisions important for the business consolidation of Fortenova Group, the largest private employer in Croatia and several countries of the region and one of the largest private companies of South and Southeast Europe. The key decisions to be made by the shareholders are related to the transfer of shares of Poslovni sistem Mercator from Agrokor to Fortenova Group and if adopted, these decisions will provide Fortenova Group with the approval to extend the existing financial arrangement with HPS Partners and VTB Bank by the amount of up to EUR 390 million, to be used as a loan from Fortenova Group to Mercator for the purpose of refinancing Mercator’s bank debt.
The shareholders will also decide on swapping the shares held in Mercator by Sberbank for shares in Fortenova Group. Should the share swap be approved, 18.53% of Mercator shares owned by Sberbank will be transferred to Fortenova Group. At the same time, with that swap Sberbank’s ownership share in Fortenova Group would increase to 44 per cent. With the adoption and realization of these decisions and upon receiving regulatory approval for the concentration of Mercator and Fortenova Group on the market of Serbia, all key prerequisites pending for the soon to be realized transfer of shares of Poslovni sistem Mercator to Fortenova Group would be met.
Besides the decisions related to Mercator, the shareholders will also decide on strengthening Fortenova Group’s Board of Directors which, provided the proposal is accepted and adopted, will comprise three new non-executive members – Roman Goltsov, Daniel Gusev and Damir Spudic, experts with extensive international experience whose qualities, knowledge and professional expertise could significantly contribute to the achievement of Fortenova Group’s business goals. At the same time, with the vote on the appointment of new BoD Members, the resignation of Mr. Miodrag Borojevic from his position as Non-Executive Member of the BoD shall become effective.
"We would like to thank Mr. Borojevic for his contribution to the work of the Board of Directors over the last two years and wish him success in his further professional career" - said Maksim Poletaev, Chairman of Fortenova Group's Board of Directors. With the adoption of the decision on the appointment of new members Mr. Borojevic shall cease to be Member of the BoD and his obligations in the governing bodies of individual Group companies shall cease therewith as well.
“The Assembly ahead of us is very important, as the shareholders will vote on decisions important for our operations in various aspects. First of all, by adopting the proposed decisions related to Mercator the last remaining elements of the Settlement Plan among Agrokor’s creditors shall be met. I am personally particularly pleased that this will formally close all obligations arising from the Settlement Plan, exactly three years after I accepted the challenge of running the Extraordinary Administration Procedure of Agrokor under complex circumstances. With the adoption and delivery of the Assembly’s decisions the ownership within the Group will be consolidated, the new financing will consolidate the credit position as well and therewith we will meet all prerequisites for the consolidation of our retail operations across the region and the strengthening of our position in that industry. Provided that the shareholders adopt the proposed decisions next Friday, I believe that the transfer of Mercator shares will be closed by the end of the month”, said Fabris Peruško, Member of the Board of Directors and Chief Executive Officer of Fortenova Group.
Fortenova Group concluded the sale of Kompas Group to Springwater Capital01.03.2021.
Fortenova Group moves forward with the Frozen Food Business Group divestment in exclusive negotiations with Nomad Foods11.01.2021.
Fortenova grupa d.d. agrees acquisition of stake in the company A.N.P. Energija d.o.o. and sells stake in KHA četiri30.11.2020.
Springwater Capital to acquire Fortenova Group's Kompas network11.11.2020.
Fortenova Group to move forward with the Frozen Food Business Group divestment02.11.2020.
Fortenova Group and Meggle reach agreement on the purchase of Osijek dairy’s property and production line28.10.2020.
Fortenova Group has received a number of non-binding offers for the Frozen Food Business Group22.09.2020.
Fortenova Group has received a number of non-binding offers for the acquisition of the companies Ledo plus, Ledo Citluk and Frikom, forming together with several smaller affiliated companies the Frozen Food Business Group, which operates within Fortenova Group’s Food Division.
“Over the last few years, and again in recent weeks, there has been occasional comment and discussion in regards to offers being made for various Fortenova Group’s assets. Whilst this interest reflects the strength of our business, brands and management it obviously creates uncertainty and concern for our employees. We will therefore aim to quickly review the offers received and decide whether to move forward with one or more of them. Our aim is for this decision to be taken by mid-October, which will then be communicated first to our employees and then announced to the public. Our ultimate goal, subject to achieving a satisfactory price, is to select a strategic partner who will make the maximum contribution to the further development of the Frozen Food Business Group and completion of the process depends on finding such partner”, said Fabris Peruško, Fortenova Group’s Chief Executive Officer and member of the Board of Directors.
“With our clear strategy to financially strengthen the company in mind, a sale of the Frozen Food Business Group, if concluded, would result in a reduction of debt that would transform the financial position of the overall Fortenova Group. This would then allow full investment in the remaining businesses to drive their future growth. The Executive Directors and the Board will review the offers received and will quickly take a decision on how to move forward”, said James Pearson, Fortenova Group’s Chief Financial Officer.
“To proactively achieve our targeted capital structure via deleveraging the company, we are ready to dispose of only one segment of the core business which potentially with these offers would be the Frozen Food Business Group. Beyond this, the divestment of our non-core operations in order to focus on the core business will be continued”, concluded Fabris Peruško, Fortenova Group’s Chief Executive Officer and member of the Board of Directors.
European Commission clears concentration of Fortenova Group and Poslovni sistemi Mercator22.09.2020.
The European Commission has cleared the intention of concentration whereby Fortenova Group acquires control over Poslovni sistemi Mercator, Ljubljana.
For the territories of Serbia, Bosnia and Herzegovina, Montenegro and North Macedonia the concentration was filed with the competent local market competition regulators and all national authorities except for the Competition Commission of the Republic of Serbia have now approved the concentration.
“We are pleased with the decision of the European Commission to approve the transfer of Mercator from Agrokor to Fortenova Group has been given. We expect that the approval from the Serbian Commission will follow shortly. This has paved the way for the transfer of Mercator to be realized by the end of this year and for Fortenova Group’s retail as of 2021 to start acting on the market as a common, regional group, whose operations are in the interest of all stakeholders – from employees through suppliers and shareholders to the entire economic environment, both in the national states and regionwide” – said Fabris Peruško, Chief Executive Officer of Fortenova Group commenting on the EC decision.
“A strong owner will enable Mercator's further growth and development, and support Mercator's strategic projects, including the 130-million-euro investment into a new logistics centre in Ljubljana,” added Tomislav Cizmic, President of the Management Board of Mercator.
Changes in the Board of Directors of Fortenova Group14.07.2020.
Fortenova Group’s DR Holders have today at the General Assembly meeting voted in favor of changes in the Group’s Board of Directors by adopting the resolution to approve the acceptance of resignations of two of its members – Mr. Alexander Torbakhov and Mr. Paul Foley.
Mr. Torbakhov’s resignation has been prompted by the fact that he has been appointed the CEO of a major Russian telecommunications company VimpelCom.
Mr. Foley has decided to focus cooperation with Fortenova Group fully on its retail operations through the roles of a member of Supervisory Boards of Mercator in Slovenia and Konzum plus in Croatia, that he already holds. Mr. Foley is also expected to become the Chairman of the Supervisory Board of Konzum, thus putting to best use his lifelong experience in the retail industry.
Changes in the Board of Directors of Fortenova Group d.d.19.09.2019.
A meeting of holders of Depositary Receipts issued by Fortenova Group STAK Stichting, a foundation with registered seat in the Netherlands, has been convened today to be held on 30 September 2019. Depositary Receipt Holders represent the ultimate owners of Croatia-based Fortenova grupa d.d. and at the forthcoming DR Holder Meeting they will decide on the appointment of two new members to the Board of Directors of Fortenova grupa d.d. Following the recent resignation of two non-executive members of the Board of Directors, Kelly Griffith and Daniel Michael Böhi, it is proposed that at the DR Holder Meeting the shareholders would decide on the appointment of Paul Bastone and Alexander Torbakhov to the Board of Directors of Fortenova grupa d.d. for a three-year term of office. DR Holders will be able to either vote electronically as of today at 5 p.m. until 5 p.m. on Friday, 27 September 2019 or at the DR Holder Meeting itself on Monday, 30 September 2019.
Furthermore, the Workers' Council of Fortenova grupa d.d. today advised the company's Board of Directors of the appointment of Ivica Mudrinic to the Board of Directors as workers' representative. While this appoinment pursuant to the decision of the Workers' Council is effective immediately, the other two appointments mentioned above have to be adopted by the majority of votes of the Depositary Receipt Holders.
Fortenova Group Successfully Closes New Financing06.09.2019.
On Friday, 6 September 2019 Fortenova Group issued a EUR1.157 billion bond, thereby successfully concluding the process of refinancing the Super-Priority Facility Agreement (SPFA) dated 8 June 2017. The new financing is structured as a 4-year bond in the amount of EUR 1.157 billion, with a 7.3% interest rate plus EURIBOR, with 1% floor and is led by HPS Investment Partners in cooperation with VTB Bank.
The refinancing agreement envisages the interest rate to be successively reduced as the Fortenova Group will be reducing its leverage ratio.
„By closing the new financing arrangement Fortenova Group has fully refinanced the SPFA loan and provided for its mid-term stability and long-term viability, growth and development. We would like to thank all shareholders who have recognized and supported the process that is in the interest of all stakeholders. Fortenova Group is now entering a new stage of operations focusing on profitability increase, efficiency improvements and value creation for all stakeholders“, said Fabris Peruško, CEO of Fortenova grupa d.d.
Over 80% DR Holders voted in favor of the new senior financing led by HPS Investment Partners26.07.2019.
Holders of Depositary Receipts, issued by Fortenova Group STAK Stichting, voted today at the General Assembly held in Amsterdam with over 80% majority in favor of the new financing arrangement of Fortenova Group, with the purpose to refinance its current Super-Priority Facility Agreement dated June 8th, 2017. The new financing is structured as a 4-year bond in the amount of up to 1.2 billion euro, with a 7.3% interest rate plus EURIBOR with a 1% floor, and it will be led by HPS Investment Partners. The closing of the refinancing process will be finalized by the end of August.
“The General Assembly vote proved that the majority of our shareholders recognized the importance of this new financing for Fortenova Group in terms of securing our mid-term financial stability as well as long-term sustainability, growth and development. I am thankful to our shareholders for supporting the decision of the Fortenova Group's management. I would also like to thank all our stakeholders that were involved in achieving this critical milestone in the refinancing process. Fortenova Group is now focused on closing the transaction after which we will enter a new stage of our business operations that will be focused on increasing profitability, improving performance and creating additional value to all stakeholders.” said Fabris Peruško, CEO of Fortenova Group d.d.
Notice to Noteholders re New Instruments08.04.2019.
To the attention of noteholders in respect of the (a) EUR 325 million 9.125% New York law governed senior notes due to mature in 2020 (ISINs: XS0836495183 / XS0836495696) (the "EUR2020"), (b) USD 300 million 8.875% New York law governed senior notes due to mature in 2020 (ISINs: USX0027KAG32 / US00855UAB52, CUSIPs: X0027KAG3 / 00855UAB5) (the "USD2020") and (c) EUR 300 million 9.875% New York law governed senior notes due to mature in 2019 (ISINs: XS0776111188 / XS0776110966) (the "EUR2019") issued by Agrokor d.d. (the "Notes" and the holders thereof being "Noteholders").
Under the Settlement Plan , BNY Mellon was entitled to receive the New Instruments issued for the Notes and to appoint Noteholders as its designees to receive their respective portion of New Instruments on its behalf (see Cl. 18.3.1 of the Settlement Plan). BNY Mellon designated (a) in relation to 1,904,277 Strips allocated to BNY Mellon in respect of the EUR2020 and USD2020 Notes, and in relation to 1,126,698 Strips allocated to BNY Mellon in respect to the EUR2019 Notes, certain entities to receive such distributions on account of its Assigned Claim and (b) in relation to the remainder, each Noteholder to receive such distributions, pro rata based on each Noteholder’s holding of Notes (“Designation”). For further details, please refer to the notice from BNY Mellon on 2 April 2019 (Trustees Notice).
Initial meeting of holders of depositary receipts of Fortenova Group was held02.04.2019.
The meeting of holders of depositary receipts of Fortenova Group STAK Stichting , a foundation (stichting), incorporated under the laws of the Netherlands, with its corporate seat in Amsterdam, the Netherlands, was held on 1 April 2019 in Amsterdam.
The holders of 168,300,328 depositary receipts were present or represented at Initial DR Holder Meeting, representing 63.76% of the aggregate number of issued and outstanding Depositary Receipts with voting rights. The agenda of the meeting consisted of the appointment of the members of the board of directors of Fortenova grupa d.d., the remuneration of members of the board of directors of Fortenova, appointment and remuneration of the managing directors of Aisle Dutch HoldCo B.V. and the Company and granting of the title of managing directors and acquisition by the Company from Agram Invest d.d. of certain shares in Agrolaguna d.d. and Žitnjak d.d.
All proposals were accepted with high majority of present votes of the Initial DR Holder Meeting.