The Croatian Financial Services Supervisory Agency (Hanfa) issued a decision on Friday that Hanzi press, Marijana Hanžeković, the majority owner of Europapress Holding (EPH), requests that within thirty days to apply for the takeover of Slobodna Dalmacija dd
As stated in the explanatory statement, Hanfa has ex officio conducted the procedure of indirect supervision over the acquisition and dismissal of Slobodna Dalmacija shares by 31. July 2013., when the procedure of the pre-accession agreement on EPH is up until the 1.jpg this year. It was found that the share capital of Slobodna Dalmacija 365,478 is HRK million and is divided into 5.221.116 regular nominal values of 70,00 kuna each.
By inspecting publicly available data, Hanfa has determined that it is 24. November 2014. the subscription of the members of EPH, majority shareholder (95,46% of share in share capital) of Slobodna Dalmacija, and EPH became the acquirer, whose founder and sole member is Marijan Hanžeković.
Hanfa then, in November, in 2014. invited Hanzekovic to submit without delay the statement on the share of EPH holding company share capital and why he did not, according to the Law on the Takeover of Joint Stock Companies, announce the publication of the offer for the takeover of Slobodna Dalmacija.
In December Hanfa received the statement of Hanžeković, and then supplemented the statement with the accompanying documentation, calling for the use of the exemption from the obligation to publish the offer for download of Slobodna Dalmacija. Hanžeković referred to the legal provision that the exception applies even in the case of indirect acquisition of shares, ie when the debtor has more than 25% of the shares of the company to which the provisions of the Act on the Takeover of Shares apply and that the acquirer would not have to engage additional financial means for collecting their claims against the debtor.
It also referred to the provisions of the Financial Business Act and the Pre-Settlement Arrangement according to which the acquirers acquiring shares of the debtor are not obliged to announce the takeover bid for the company.
Hanzekovic also noted in a note on Homs monitoring report that the ordering of EPH's obligation to take over Slobodna Dalmacija led to the inability to act upon a concluded pre-accession settlement, which could also lead to the opening of bankruptcy over EPH.
When making this decision, Hanfa points out that he took into account the allegations highlighted in Hanžeković's objections, but they do not change the established factual situation.
Hanfa notes that Hanzekovic, as a lender in the EPH pre-accession process, has just found himself willing to do so by entering into a loan agreement with members of the Hypo Group rather than debtor's (EPH).
Following all of the above and based on the results of the entire procedure, the Agency found that the conditions for using the exception from the obligation to publish the takeover bid were not fulfilled and that Marijana Hanžeković was obliged to publish the offer for download of Slobodna Dalmacija.
Against this decision, Hanfe's appeal is not allowed, but an administrative dispute can be initiated by submitting a lawsuit to the Zagreb Administrative Court within 30 days.