Fortenova Group TopCo B.V., the Dutch holding company which is the ultimate owner of Fortenova grupa d.d. and its companies Konzum, Mercator, Zvijezda, Dijamant, Jamnica and PIK Vrbovec, on Wednesday announced a transaction for a revised equity structure.

“This new ownership structure is intended to prevent further financial damage and operational difficulties, which have so far resulted from the presence of sanctioned shareholders in the company,” Fortenova said.

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, owned by Pavao Vujnovac, holds 28.19%, VTB Europe holds 7.39% and minority shareholders hols 21.9%.

Deal worth €660 million

The Dutch holding company said an agreement was reached with Open Pass Ltd., the largest non-sanctioned Fortenova Group shareholder (depositary receipt holder in Fortenova STAK), Fortenova said, adding that the 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 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.

Transaction needs to be approved by shareholders

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.