At the main assembly of the Đuro Đaković group, held on Friday evening in Slavonski Brod, shareholders made a unanimous decision on the capital increase, which is expected to raise 250 million kuna, confirmed Đuro Đaković’s CEO Tomislav Mazal to reporters, assessing it as a historic day for Đuro Đaković.
“A decision has been made to increase the company’s share capital in contributions and cash, to exclude the rights of existing shareholders to participate in this offer, and to exempt from the obligation to make a takeover in accordance with the Takeover Act, and the current Supervisory Board’s mandate has been extended for the next three months,” said Mazal.
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He explained that this means that Đuro Đaković will start a new round of capital increase next week by issuing 12.5 million new shares through a public offering, that investment will be available to all investors who invest a minimum of 800,000 kuna, which means that the company will not be obliged to issue a prospectus, that the success threshold is 12.5 million shares, which at a price of 20 kuna per share amounts to 250 million kuna, and that the rules for subscription will evaluate the success of reaching that threshold by considering those investors who together or individually have that amount. This would increase the share capital of Đuro Đaković to just over 453 million kuna.
‘I believe this is a historic day for Đuro Đaković. Everything we have worked hard and diligently on this year to put Đuro Đaković on the right path and prove that what people here do and produce makes sense, I believe is now coming to fruition.’
Mazal also stated that the entire process of Đuro Đaković’s capital increase should last 15 working days from the day of the public call in the media, which should be published next week.
Black Steel
When asked by reporters if this means that in about three weeks the majority owner of Đuro Đaković could be the Zagreb company Black Steel, which has made a binding offer for an investment of 250 million kuna, thus allowing this recently established company, whose founders are two investors from Kuwait and Canada, to acquire more than 50 percent ownership in the Slavonski Brod company, Mazal said that the continuation of capital increases was initiated based on the offer publicly announced on the Zagreb Stock Exchange.
“So, the call goes through a public offering on the Zagreb Stock Exchange and we hope that the call will be successful, and who will invest and how much, we can talk about when everything is finished,” he said, noting that the investor behind the company Black Steel is very serious.
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Reporters were also interested in whether he would remain at the helm of Đuro Đaković’s management, to which Mazal said that his term as the head of management expires on October 31, by which time the capital increase process should also be completed, and it will be up to the new owners, who in the case of a successful capital increase would have 54 percent ownership, to decide on that.
“I believe this is a historic day for Đuro Đaković. Everything we have worked hard and diligently on this year to put Đuro Đaković on the right path and prove that what people here do and produce makes sense, I believe is now coming to fruition,” he asserted.
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In the event of an unsuccessful capital increase, he said, Đuro Đaković would face difficult times. “We have completed the process of increasing the share capital by 51 million kuna, but it, although satisfactory, is not at all sufficient to ensure the long-term stability of the company. I would remind you that this company has lost over a billion kuna in share capital, knowledge, and quality personnel, market, and products over the last 20 years, which is often forgotten. For some normal and better future, Đuro Đaković undoubtedly needs serious money,” concluded Mazal.
Three Conditions for the Binding Offer
Đuro Đaković Group reported last week that it has received a binding offer from the Zagreb company Black Steel d.o.o., backed by foreign investors from Canada and Kuwait, for a capital increase of 250 million kuna and the acquisition of a majority ownership stake in the company.
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Black Steel has three conditions for its binding offer – a decision by the main assembly to increase the share capital by 250 million kuna by issuing new shares at a price of 20 kuna, with the exclusion of existing shareholders’ preemptive rights, “which will ultimately represent more than 50 percent of total ownership,” then a decision to acquire the newly issued shares without the obligation to publish a takeover offer, and that four members appointed by Black Steel enter the 7-member Supervisory Board of Đuro Đaković.
The government also discussed the capital increase of Đuro Đaković at a meeting on Friday, authorizing the state representative in the assembly of Đuro Đaković to vote for decisions that pave the way for the capital increase of the company through the Zagreb Stock Exchange, namely by issuing 12.5 million new ordinary shares at the lowest price of 20 kuna per share. In the case of a successful capital increase, the new owner would have 54 percent of the stake in Đuro Đaković while the state would retain a stake of 16 percent.
