In the previous week, VZMD brought a legal action at the District court Ljubljana to dispute the decision of the General meeting on the dubious recapitalization, which was adopted during the recent urgent meeting of the company MERCATOR, d.d. The legal action was brought on behalf of VZMD and shares as part of the VZMD’s “Share SUPPORT”. After additional verifications and initiatives of individual shareholders, the Association is certain that the intention of the adopted decision is possibly trying to ensure that the majority shareholder – the company FORTENOVA GROUP (89.11%) – uses the aforementioned recapitalization and other financial operations to gain at least 90 % share of all shares to which voting rights are attached, thus creating conditions to squeeze out the remaining 1,284 minority shareholders which did not accept the recent takeover bid (€36 per share which is also the recapitalization amount per share).
The adopted decision on the capital increase of the company with in-kind contributions namely anticipates a capital increase from approximately €218.2 million by no more than €5.9 million to €224.1 million! At the meeting, the VZMD President, Mr. Kristjan Verbič, pointed out the several phone calls they have received from minority shareholders and their concerns on the actual economic need for such a recapitalization. Additionally, he warned about the unequal treatment of shareholders, since the right of pre-emption of existing shareholders to the recapitalization was excluded, while the in-kind contribution of the FORTENOVA GROUP was supposed to represent only a fraction of their receivables from MERCATOR – pertaining to disclosed and transferred loans of the dissolved AGROKOR. Based on the request by Mr. Verbič at the meeting stating that the company should provide additional written explanation, just last week, MERCATOR published a response to questions submitted (with a Report on justified reasoning for a complete exclusion of the right of pre-emption of existing shareholders), which, however unfortunately did not allay concerns and fears of many minority shareholders. Consequently, VZMD was compelled to bring the announced legal action within the applicable deadline.
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