Fortenova Group Announces New Ownership Structure Without Sanctioned Equity Holders Within It

Fortenova Group TopCo B.V., the Dutch holding company which is the ultimate owner of Fortenova grupa d.d. and its companies in Croatia and the region, yesterday announced that an agreement had been reached with the company Open Pass Ltd., the largest non-sanctioned Fortenova Group equity holder (depositary receipt holder in Fortenova STAK), which should result in a new ownership structure with no sanctioned equity holders within it.

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, the Group says in a press release.

The agreement encompasses the sale and transfer of 100% 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 the Dutch foundation Iter STAK Stichting and the Dutch company Iter BidCo B.V., for a consideration of up to EUR 660 million in total.

Out of the total consideration payable by the buyers for MidCo, EUR 500 million is unconditional and will become payable at completion of the proposed transaction, while the payment of the remaining up to EUR 160 million is dependent upon Fortenova Group reaching the financial goals set forth in the agreement, that should be made possible by this very transaction. The financial goals to the realization of which the payment of the remaining amount is connected, are primarily the arrangement of a sustainable refinancing in 2024, under conditions better than the current, and reaching certain net debt-to-EBITDA ratio targets lower than the current.

– If a disposal or listing of the company’s material amount of assets should occur within the next three years, the agreement sets forth possible additional payments to the current equity holders that will not be part of the new ownership structure – the press release says.

In September this year Fortenova Group signed a bond issuance agreement in the amount of EUR 1.2 billion, whereby the company’s debt has been refinanced for the short-term period until late November 2024 and the current creditors – funds headed by the US-based HPS Investment Partners, will continue to have a pledge on the shares of the company MidCo.

An approval for the transaction which is necessary for its closing shall be requested from the equity holders (depositary receipt holders) of Fortenova Group STAK at the Depositary Receipt Holders’ Meeting, and the voting is expected to be completed on December 19, 2023.

Fortenova grupa d.d.

Fortenova Group TopCo BV

Fortenova Group

Open Pass Ltd

Fortenova grupa dd Hrvatska

Fortenova Group MidCo BV

Iter STAK Stichting

Iter BidCo BV

Fabris Peruško

non sanctioned equity holders