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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.