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Nov 30, 2023 11:46 EEST
November 30 (SeeNews) - Fortenova Group TopCo B.V., the Dutch holding company which is the indirect owner of Croatia’s top retailer Fortenova Grupa, said a shareholder in the group - Maltese company Open Pass - has agreed to an up to 660 million euro ($724 million) deal, which would see sanctioned Russian banks exit the group.
In a statement issued on Wednesday, Fortenova did not provide information about its shareholding structure at the moment or after the planned deal. According to the latest available information, Russian lenders Sberbank and VTBE hold 49.9% of Fortenova's equity among themselves.
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The agreement encompasses the sale and transfer of the equity held by Fortenova Group TopCo B.V. in the company Fortenova Group MidCo B.V. to a newly incorporated Dutch corporate structure, consisting of Dutch foundation Iter STAK Stichting and Dutch company Iter BidCo B.V., Fortenova said in the statement.
“This new ownership structure is intended to prevent further financial damage and operational difficulties, which have so far resulted from the presence of sanctioned equity holders in the company,” it added.
According to media reports, Open Pass would increase its stake from some 28% to at least 54% through the deal, which is pending the approval of equityholders next month. Open Pass is owned by Croatian businessman Pavao Vujnovac, active in gas trading and logistics, according to media reports.
In order to ensure that the funds required for the transaction to be closed at the agreed price are available regardless of the level of the equity holders’ interest in additional investment, Open Pass, a depositary receipt holder in Fortenova STAK, has committed to fund all the consideration payable, if necessary, Fortenova said in its statement.
Fortenova and Open Pass have agreed that the current unsanctioned equity holders will be able to either transfer their stake to a newly registered vehicle, or increase their stake by providing an additional investment, or cash out and exit the ownership structure. The respective funds to be paid to the sanctioned equityholders will be paid to a special account that they will be given access to once the sanctions regulations of the European Union, the US and the UK permit it, Fortenova said.
The closing of the transaction, expected to take place in the first half of next year, will also require approvals of certain sanctions authorities as well as approvals of market competition authorities in several jurisdictions.
By the time this story was published, emails by SeeNews to Sberbank, VTB and Fortenova seeking further information on the deal remained unanswered.
Fortenova, a successor to collapsed food-to-retail concern Agrokor, is Croatia’s top employer and largest retailer and a major food producer with more than 5.4 billion euro revenue last year.
($ = 0.915 euro)
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