The Amsterdam District Court has again dismissed all claims by the sanctioned SBK Art, Fortenova Group said on Monday, adding that a meeting of depositary receipt holders will be held tomorrow as planned with a vote on the sale of MiDCo and on changing Fortenova's ownership structure.

On 15 December, Fortenova said in a press release, a hearing took place before the Amsterdam District Court “in which SBK Art LLC and its purported shareholder, a UAE citizen Mr. Saif Alketbi… as well as an individual who recently acquired Fortenova Group’s DRs, brought various claims against Fortenova Group TopCo B.V. and other parties involved in the proposed transaction to sell Fortenova Group MidCo B.V. In essence, the plaintiffs sought postponement of the second DR Holder meeting scheduled for 19 December 2023.”

Today, the Amsterdam District Court decided in a summarized judgment to dismiss all their claims, Fortenova said.

“The judgment means that the plaintiffs’ efforts to postpone the DR holders meeting have failed and that the meeting in which DR holders are voting on the proposed sale of MidCo can proceed as planned. Thus, litigation by the sanctioned person SBK Art and its purported shareholder Saif Alketbi has now been rejected by the Dutch judiciary for the 4th time.”

Furthermore, Fortenova said, SBK et al. “have appealed their previous unsuccessful attempts to intervene in Fortenova Group’s corporate structure to the Supreme Court of the Netherlands.”

On 15 December, the press release said, “the Attorney General of the Supreme Court in summary advised the Supreme Court to dismiss the objections raised in the two appeals by SBK et al., thus reaffirming all of Fortenova Group’s positions taken thus far and again confirming SBK Art’s position as a sanctioned person which is prohibited from exercising its voting rights. The Dutch Supreme Court is expected to render a decision by 31 May 2024.”

Fortenova Group TopCo B.V., the Dutch holding company which is the ultimate owner of Fortenova grupa d.d. in Croatia and the region, late last month announced a transaction for a revised equity structure, saying an agreement was reached with Open Pass Ltd., the largest non-sanctioned Fortenova Group shareholder, owned by Pavao Vujnovac, who holds a 27% stake, to remove sanctioned Russian co-owners, which hold 49% in Fortenova Group TopCo B.V.

In Fortenova Group’s current ownership structure, SKB ART, the legal entity holding Sberbank’s stake in Fortenova, holds 42.5% of the stock, Open Pass Limited holds 28.19%, VTB Europe holds 7.39% and minority shareholders hold 21.9%.

That agreement “encompasses the sale and transfer of 100% of shares held by Fortenova Group TopCo B.V. in 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 €660 million in total.”

Of that sum, €500 million is unconditional and will become payable at the completion of the transaction, while the payment of the remaining up to €160 million “is dependent on Fortenova Group reaching the financial goals set forth in the agreement, that should be made possible by this very transaction,” Fortenova said in late November.

In September, Fortenova Group signed a bond issuance agreement in the amount of €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 MidCo.

An approval for the transaction which is necessary for its closing will be requested from the shareholders (depositary receipt holders) of Fortenova Group STAK at the Shareholders’ Meeting, and the voting is expected to be completed on 19 December.