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Viadukt: Through Capital Increase to New Jobs and/or New Owners

Through a capital increase of 67 million kuna, Viadukt plans to expand its scope of work in road construction in Croatia, although there are talks of possible jobs abroad, primarily in the Middle East. However, since the capital increase has not yet been registered in the court registry, it is unknown whether and to what extent the ownership structure has changed.

Written by: Amir Kulenović
[email protected]
Photo: Dražen Lapić

In the conditions of an unprecedented crisis in the capital market, of which the construction sector is the biggest victim, taking the average decline in stock prices as a reference, Zagreb’s Viadukt successfully raised 67 million kuna through a capital increase. The company plans to use these funds for investments needed due to, as stated in the call for capital increase, ‘increased volume of work’. However, this increase has not been reflected in the semi-annual report, nor have shareholders and the investment public been informed about it, so new jobs for Viadukt can only be speculated upon. Viadukt has gained most of its important references as a contractor for large infrastructure projects such as the construction of highways, bridges, overpasses, and accompanying infrastructure for the state giants Hrvatske ceste, HAC, the Rijeka-Zagreb Highway, and municipal branches of larger and smaller cities in the country.

High Dependence on the State

In the past year, the company has been seeking jobs abroad, with potential destinations mentioned as Ukraine and Russia, as well as the opening of Africa and the Middle East, where (at that time) Yugoslav construction operations were very present about twenty years ago. However, even there, they have long since discarded sympathies and mutual similarity as criteria for successful business, and price and quality, as everywhere in the world, have become the only criteria for obtaining jobs. Although the volume of work in civil engineering shows no signs of slowing down, the ailment of Viadukt, as well as several similar construction companies in Croatia, remains their dependence on the state as their largest client.

The fact is that such a pace of road construction in Croatia is not sustainable in the long term, and the Management, if it wants to be ready for a successful transition from a kind of state service to a regional construction company, should seriously consider entering foreign markets. As those familiar with the sector say, there is currently a ruthless battle among builders, especially regarding obtaining jobs from state companies, for several larger infrastructure projects that the state as a client plans in the coming years. The biggest competitors so far have been four companies – Viadukt, Konstruktor, Hidroelektra, and Osijek-Koteks, which have, as a public secret, been mutually sharing the most lucrative jobs.

However, due to reshuffling in the structures of power, where some companies have lost lobbyists, the balance of power among builders has changed, leading to a situation where some of them are entering into jobs with foreign companies, and increasingly, companies that were previously only subcontractors are appearing independently in tenders offering much lower prices. Until now, such a thing could not be imagined in jobs with the state, as it was well known who could be the main contractor and who was ‘only’ a subcontractor.

Number of Shares Increased by 50 Percent

Last year, Viadukt opened a subsidiary in Abu Dhabi, likely counting on the fact that construction is gaining more and more momentum in that part of the world, and serious consideration is being given to obtaining valuable jobs in Libya. However, for now, everything remains just plans that no one from the Management has been willing to elaborate on in detail. Judging by several tenders in BiH, where Viadukt has regularly lost, citing prices about 20% higher than the best bidders, the transition from semi-agreed road construction in Croatia to the real market conditions prevailing abroad will be very difficult for them to achieve. At the helm of Viadukt’s Management is Joško Mikulić, but informed sources claim that his role in managing the company is less significant as the main voice is held by members of the Management and more important small shareholders, financial director Ivan Berket and technical director Damir Kezele when it comes to negotiating jobs. Regarding ownership relations in the company and who gives the Management orders for business, there is considerable secrecy.

Namely, ownership is quite dispersed, as the largest ten shareholders hold 47% of the company, while the rest is spread among a total of 1,400, so it is unclear to whom the Management must answer for strategic decisions. There were once rumors that the company was preparing for sale – potential buyers included the Austrian Strabag and Nexe group, but no one has shown interest that would manifest through stronger trading on the stock exchange. Moreover, Viadukt’s shares are among those that have suffered the most in the stock market crisis – from a record 4,800 kuna last October, it has fallen to less than a thousand kuna, which is what can be obtained for Viadukt these days.

Part of the negative effect should be attributed to the recently conducted capital increase through a private offering, as the number of shares increased by almost 50% after the action, which affected the price reduction. Existing shareholders could subscribe to the newly issued shares, and since the success of the capital increase was over 90%, it can be said that shareholders have confidence in the Management. However, this method of capital increase, which is increasingly used by Croatian companies, raises suspicions about non-transparency and attempts to consolidate ownership stakes. Namely, participation in capital increases requires fresh capital, and if the investor does not possess it, their stake in the company and the entry price based on which the profitability of the investment is measured are subject to negative changes. Since the capital increase has not yet been registered in the court registry, it is unknown whether the ownership structure has changed.

Among the First Holders of a Large License

Regarding the prospects in the domestic market, according to earlier announcements from budget creators, it is expected that this volume of construction activity will be maintained in the next 10-year period. The adoption of the Licensing Regulation has created conditions for market concentration. It is expected that this regulation will benefit renowned companies whose technical capacities meet the set demanding conditions, which Viadukt has demonstrated by obtaining a license according to the mentioned regulation already in April, shortly after its adoption. Whether Croatian construction companies will succeed in breaking into foreign markets remains an open question, but also a significant perspective. The road construction sector in Croatia as a whole has shown lower profit rates than comparable foreign companies, which means that all companies face a period of business rationalization and increased productivity. According to everything shown so far, in Viadukt, as well as in the majority of domestic builders, this is progressing very slowly.

The Greatest Influence is Probably Petar Pećina

The largest individual shareholder of Viadukt, with a stake of over 11%, is the company Unipor, which has been in bankruptcy for several years. According to bankruptcy administrator Davorka Huljev, this June Unipor won its third consecutive lawsuit in which it managed to prove the invalidity of the contract for the transfer of Viadukt shares from Unipor to the former owners of the company.
– I hope that this time the High Commercial Court will not request a repetition of the procedure as in the first two cases and that Unipor will finally be able to dispose of the mentioned shares. Regarding our relationship with Viadukt, I can say that we have no complaints about the Management’s work, which has regularly paid us dividends – says Huljev.

After Unipor, the largest shareholder of Viadukt is Petar Pećina, owner of two companies, Atticus and Partita, who through them owns 10.1% of the company. A look into the court registry reveals that one of those companies, Partita, is one of the largest (90% stake) creditors of Unipor, so through a potential offset of claims, Pećina could control almost a quarter of Viadukt’s shares through his companies. Although Huljev says that she, as the bankruptcy administrator, will not allow this and intends to sell the shares to the highest bidder, the fact is that Pećina, if his companies participated in the capital increase, already has the greatest influence in Viadukt. Since he did not want to talk to Lider about his intentions regarding Viadukt, it is unknown whether a new construction magnate is being created or Pećina is merely a paper figure as a shareholder, preparing the ground for an as yet unknown buyer.