Hanfa Board meeting: Flexway Adriatic receives approval to announce a takeover bid for Zvečevo
At today's meeting, the Board of the Croatian Financial Services Supervisory Agency (Hanfa) approved the application of the company Flexway Adriatic d.o.o. from Zagreb to publish a bid for the remaining 24.75% of shares in the company Zvečevo d.d. from Požega. The bid price is EUR 38.71 per share.
The obligation to announce the takeover bid arose on 26 March 2024 following the conclusion of a share purchase agreement between Flexway Adriatic and Zdravko Alvir from Zagreb, after which the company acquired 287,729 ordinary series A shares and 74,562 ordinary series B shares. This represents 75.25% of the initial capital of Zvečevo and provides 75.25% of voting shares.
Pursuant to data from the court register, Zvečevo’s initial capital amounted to EUR 9,941,620 and was divided into 382,370 registered ordinary shares, with a nominal value of EUR 26, on the date on which the obligation to announce the takeover bid arose. Of these, 307,808 are series A ordinary shares listed on the ZSE Regular Market on the date on which the obligation arose, and 74,562 are series B ordinary shares not listed on the regulated market.
In accordance with regulations, the offeror submitted a report on the fair value assessment of the share, audited by an independent certified auditor. On the date when the obligation to publish the takeover bid arose, the fair value of the share was estimated at EUR 25.39 for a Zvečevo ordinary share.
According to the ZSE data on the average share price in the three-month period prior to the obligation to publish a takeover bid, this share was traded for 11.11% of trading days (7 days, out of possible 63) on the regulated market, and the average weighted share price in that period reached EUR 7.32. The price at which the offeror acquired the ordinary shares was EUR 38.71.
While verifying the validity of the offeror’s application and taking into account the possible application of the sanctions regime, Hanfa also checked the company FLEXWAY DMCC from the United Arab Emirates, which, as the parent company acts in concert with Flexway Adriatic in this bid. In addition, the credit institution with which the offeror opened a transaction account and the depositary in this bid were requested to provide their statements, which led to the conclusion that there were no obstacles to the approval of the offeror’s application from the aspect of the prevention of money laundering and the sanctions regime.
More details about this and other news from today's meeting are available here.
