Hanfa Approves FINA’s Acquisition of the Zagreb Stock Exchange

At today’s meeting of the Management Board of the Croatian Financial Services Supervisory Agency (Hanfa), a decision was made granting consent to the Financial Agency (FINA) for the direct acquisition of a qualifying stake in the company Zagreb Stock Exchange d.d., amounting to over 50 percent up to 100 percent of the share capital and voting rights of that company.

FINA now holds 9.99 percent of the share capital and voting rights in Zagreb Stock Exchange d.d., and intends to pursue further acquisition through a voluntary takeover bid.

In the decision-making process regarding the issuance of consent, Hanfa assessed the reputation and financial stability of FINA, particularly in relation to the operations of the exchange. Additionally, among other factors, the impact of the potential acquisition of a qualifying stake on the legality and regularity of the exchange’s operations, the strategic and operational functioning of the exchange, effective supervision of the exchange, as well as supervisory jurisdiction and effective data exchange were evaluated.

In this process, Hanfa also considered the appropriateness of FINA in light of its direct ownership in the Central Clearing Depository d.d. Zagreb, and thus its indirect ownership in its affiliated company SKDD-CCP Smart Clear d.d., the agency stated.

As a reminder, earlier this month, FINA announced its intention to make a takeover bid for the Zagreb Stock Exchange. The subject of the bid includes all remaining shares not owned by FINA that are listed on the regular market of the Zagreb Stock Exchange.

The success of the bid is conditioned by one key criterion: FINA will consider it successful only if, after its execution, it holds more than 50 percent of the voting rights, including the existing stake. In other words, the goal is to surpass the threshold of 50 percent plus one share, clearly demonstrating the ambition to acquire majority control.

Of course, the acquisition process itself requires a series of regulatory approvals, not only in Croatia. Since the Zagreb Stock Exchange fully owns the Ljubljana Stock Exchange and has nearly a 30 percent stake in the Macedonian Stock Exchange, FINA must also seek approvals from the relevant regulators in Slovenia and North Macedonia for the indirect acquisition of qualifying stakes in those institutions. In the notice earlier this month, they warned that it is possible that the bid announcement will not occur if the necessary approvals are not obtained.

According to available data, the agency achieved strong revenue growth in 2024, reaching 128.96 million euros, while net profit rose to 7.58 million euros, a significant jump from 544 thousand euros the previous year.