The General Assembly of Jadran d.d. accepted the offer from the consortium consisting of Aminess, Texo Molior, and FEAL for the recapitalization of the Crikvenica hotel company, marking a crucial step towards changing the ownership structure of Jadran.
Upon completion of the transaction, the consortium will acquire more than 53 percent of Jadran, while the current shareholders, including mandatory pension funds, will remain minority owners of the company. The execution of the transaction still depends on the fulfillment of necessary conditions and regulatory approvals, including the green light from the Competition Protection Agency (AZTN).
At the extraordinary General Assembly, 90.79 percent of the total share capital of Jadran was represented, and shareholders practically unanimously supported the decisions necessary for the execution of the transaction. Among other things, the increase in share capital was unanimously voted, excluding the preemptive rights of existing shareholders when subscribing to new shares, as well as granting approval for the acquisition of shares without the obligation to publish a takeover bid.
The amendments to the Statute were also unanimously accepted, while the decision to reduce the share capital received 25,395,151 votes in favor, with no votes against and only 12 abstentions.
Since this is a recapitalization, the money that the consortium will invest will not be paid out to existing shareholders but will directly enter the capital of Jadran and, according to the company’s announcements, will be directed towards financial stabilization and a new development cycle.
According to information obtained by Lider from one of the small shareholders who participated in the General Assembly, the current Management of Jadran should remain at the helm of the company until the end of 2026 to complete the tasks related to the entry of a strategic partner.
The small shareholder with whom Lider spoke also confirmed that a significant part of the discussion at the Assembly was dedicated to future investments. The Mayor of Crikvenica, Ivona Matošić Gašparović, inquired in detail about the plans of the new majority owner for Jadran’s hotels in the Crikvenica area, and similar questions were posed to the Management by small shareholders.
As Lider has previously reported, the Management of Jadran pre-selected the offer from the consortium of Aminess, FEAL, and Texo Molior worth 40.6 million euros, or 1.25 euros per new share. The consortium is expected to acquire 53.7 percent of the company through the recapitalization.
The selected offer was not the highest financially. According to information from Lider, MPDD, which planned to bring the Accor hotel brand to Jadran, offered 44.85 million euros, while the Slovenian ECP Tactical Opportunities offered as much as 58.5 million euros.
The price was a key criterion in the initial conditions of the process, while later formulations left room for evaluating other elements of the offer. In addition to the financial aspect, potential investors were required to propose amendments to the Statute, and bidders sought mechanisms that would allow them real influence over the management of the company after a significant capital investment.
Crikvenica Seeks Concrete Investment Amounts and Timelines
Future investments were one of the more important topics at the General Assembly. The Mayor of Crikvenica stated after the meeting that the City welcomes the arrival of a strategic partner and a new investment cycle, but expects concrete projects, timelines, and investment amounts from the future majority owner.
For Crikvenica, the change of ownership is particularly important as Jadran has managed a significant part of the tourist infrastructure, accommodation capacities, and spaces in the city for decades. The Mayor therefore sought answers at the Assembly regarding the future of each Jadran facility in the Crikvenica area.
– I was interested in how much will be invested, in which facilities, in what order and within what timelines, what categorization and capacities are planned, and whether the announced investments are in line with the existing spatial planning documentation – stated Matošić Gašparović.
She specifically requested clarifications regarding the overall investment cycle and sources of its financing, as well as plans for Kačjak and Selce, and guarantees that the announced investments will not remain just business intentions on paper.
Although she says she received answers to the questions raised at the Assembly, she believes that the discussion about the future of the company is just beginning. After the consortium becomes the majority owner, she announced that she would insist that the new owner publicly presents their detailed investment and development plan to the City, citizens, employees of Jadran, and the interested public.
– We must know what is specifically planned for each facility, how much will be invested in it, and when the investment will be realized – she emphasized.
The City is not only interested in the fate of tourist facilities. The Mayor also raised the issue of the future number of permanent employees and seasonal workers, as well as the development and retention of quality staff.
Crikvenica is ready to cooperate with the new owner on spatial planning, infrastructure, and other issues within the City’s jurisdiction, but expects concreteness from the consortium.
– The partnership must be mutual. From the new majority owner, we expect concrete projects, clear timelines, serious investments, and open communication with the City and citizens – stated Matošić Gašparović.
Pension Funds Entered Jadran Back in 2018
This resolution also concludes an important phase in the ownership history of Jadran. PBZ Croatia osiguranje and Erste Plavi entered the company in 2018, when they purchased 70.74 percent of the shares from the state for 199.8 million kuna. At the same time, they committed to recapitalize Jadran with an additional 200 million kuna.
At that time, a significant development cycle was announced. After the takeover, total investments of 450 million kuna were discussed, and the entry of pension funds was presented as the beginning of a new era for the company, which had only a few years prior emerged from bankruptcy.
The ownership stakes of the funds have further increased over time, and now the ownership picture is changing again. However, this time it is not a classic sale of existing shares. By issuing new shares, the current shareholders will be diluted, and the consortium will take majority control of the company.
Aminess Brings Operational Knowledge
Jadran states that the decision of the General Assembly opens a new chapter in the development of the company and that during the process they sought a partner who would, in addition to capital, bring knowledge, experience, and a long-term development perspective.
– After the completion of the transaction, we want to embark on a new investment cycle, raise the quality of our facilities and services, and further strengthen Jadran as one of the important Croatian tourist companies – stated the Management of Jadran.
Aminess is expected to play a special role in future operations, particularly its experience in operational management of tourist facilities. Jadran and Aminess operate in some of the same tourist regions, so the company expects synergies in marketing and sales, revenue management, business digitalization, employee development, and operational management.
– Jadran is a company with a valuable portfolio, a long tourist tradition, and great development potential. Our goal is not only to financially stabilize the company but also to create conditions for its long-term growth together with the existing team – stated the CEO of Aminess, Mladen Knežević.
Jadran currently manages 12 accommodation facilities on the Crikvenica Riviera, Krk, Makarska Riviera, and Brač, with approximately two thousand accommodation units and employs over 490 people.
The next important step will be the regulatory approval of the transaction, primarily the decision of AZTN. After the transaction is concluded, Aminess, Texo Molior, and FEAL will become the new majority owners of Jadran, while the pension funds, eight years after entering the company, will transition to the position of minority shareholders.
