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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.