Prospectus • Oct 6, 2017
Prospectus
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RELATED TO PUBLIC OFFER OF 12,500,000 NEW REGULAR SHARES OF ĐURO ĐAKOVIĆ GRUPA D.D.
Disclaimer: Please be advised that this document represents only an unofficial English translation of the original document published by Đuro Đaković Grupa d.d., which was made in Croatian language. In case of any discrepancies between the original Croatian text and this English translation, the Croatian text shall prevail.
General Assembly of the company Đuro Đaković Grupa d.d. having its registered seat in Slavonski Brod, Dr. Mile Budaka 1, entered in the companies registry of the Commercial Court of Osijek, Permanent Service in Slavonski Brod, under entry number (MBS) 050002378, Personal Identification Number (PIN): 58828286397 (hereinafter referred to as: "Đuro Đaković", "the Company" or "the Issuer") has on 22 September 2017 rendered the Decision on nominal capital increase of the Company by cash contributions and by issuing new shares with complete exclusion of priority rights of the existing shareholders in the course of subscription of new shares according to Article 308. Paragraph 4 of the Companies Act, by using exception from the obligation to previously publish a prospectus regarding the securities offer from Article 351 Paragraph 1 Item 3 of the Capital Market Act (hereinafter referred to as: "Decision on nominal capital increase"). By virtue of the Decision on nominal capital increase, nominal capital of the Issuer shall be increased from the amount of HRK 203,064,600 by the amount of HRK 250,000,000 at the most, to the amount of HRK 453,064,600 at the most. The nominal capital increase of the Issuer will be carried out by cash contributions and by issuing 12,500,000 new ordinary shares at the most, each with the nominal value of HRK 20.00 (hereinafter "New Shares").
New Shares are issued in intangible form, in the form of an electronic record in the computer system of the Central Depository and Clearing Company Ltd. (hereinafter: "SKDD" or "CDCC"), with the stock ticker assigned by SKDD. Each New Share gives the right to one vote at the General Assembly (shareholders' meeting) of the Company, as well as all other rights identical to the rights acquired by the existing Company shares, according to the law and the Memorandum of Association, from the day of entry of the nominal capital increase is registered in the companies registry.
Existing ordinary shares of the Issuer ("Existing Shares") are listed in the Regular market of the Zagreb Stock Exchange (Hereinafter referred to as: "ZSE"), having a stock ticker DDJH-R-A, ISIN HRDDJHRA0007 (jointly Existing Shares and New Shares referred to as: "Shares"). The Issuer shall take all required measures in order to list the New Shares as well in the ZSE Regular market.
On the day of issue of this Public call, the Issuer shall take all preparatory measures required in order to list the shares issued on the basis of the Decision of the General Assembly of the Issuer on the nominal capital increase from 30 June 2017, having a stock ticker DDJH-R-B on the ZSE Regular market.
New Shares may be issued for a larger amount than a part of nominal capital which they account for. According to Article 304 Paragraph 3 of the Companies Act, New Shares will not be issued under the provisions of the amount set forth by the Article 164 Paragraph 1 Item 2 of the Companies Act, i.e. below the individual nominal share amount of HRK 20.00.
Legal Advisor of the Issuer for placing of offer for New Shares is Law firm Žurić i Partneri d.o.o. having its registered seat in Zagreb, Ivana Lučića 2a, PIN: 03894745705 ("Legal Advisor").
The nominal capital increase of the Issuer will be carried out with complete exclusion of priority rights of the existing Company shareholders in the course of subscription of New Shares. Nevertheless, all existing Company shareholders will have the possibility to participate in the New Share subscription procedure under the same conditions as other investors.
According to Article 351 Paragraph 1 Item 3 of the Capital Market Act ("CMA"), there is no obligation for publishing the prospectus, since the securities offer is sent to investors who will each pay the amount of at least HRK 800,000, for each individual offer. Therefore, the Issuer shall not publish prospectus prior to placing the offer for New Shares.
General Assembly of the Issuer has on 22 September 2017 rendered a decision approving to the acquirers, who shall acquire New Shares on the basis of the Decision on nominal capital increase, the acquisition of New Shares without the obligation to publish a takeover bid, if such acquisition of the New shares would lead to the obligation to publish a takeover bid, all according to Article 14 paragraph 1 clause 3 of the Act on the Takeover of Joint Stock Companies.
All investors who shall pay at least HRK 800,000.00 per investor, for each separate offer, are entitled to subscribe New Shares ("Investors"). Conditions for subscribing and payment of New Shares are specified in the Decision on nominal capital increase and public invitation for subscription of New Shares ("Public Invitation"), available on the website of the Issuer (www.duro-dakovic.com) and Zagreb Stock Exchange ("ZSE") (www.zse.hr).
Investors may subscribe New Shares from 9.00 (A.M.) to 16.00 every working day in the period of 09 October 2017 to 19 October 2017, and from 9:00 (A.M.) to 14:00 on 20 October 2017 (hereinafter referred to as: "Subscription Period").
Issue of New Shares shall be considered successful if all 12,500,000 New Shares are subscribed and paid before the subscription and payment deadline.
The Issuer shall, if the offer for New Shares is successfully placed, draft a Prospectus for listing of New Shares ("Prospectus for listing") and submit it to Croatian Financial Services Supervision Agency ("HANFA") for approval. Should HANFA render a decision on approval of Prospectus for listing, the Issuer shall publish it according to Article 374 of the Capital Market Act and afterwards list the shares in the ZSE Regular market.
Investing in New Shares includes risks. Prior to investing in New Shares, investors should inspect and take into account relevant factors specified in Clause III, part 1. hereof – "Risk factors specific to the Issuer and its activity" and in part 2. – "Risks specific to the New Shares of the Issuer".
Date of this Information Memorandum is 06 October 2017
The Issuer is applying the exception from the obligation to publish prospectus pursuant to Article 351 Paragraph 1 Item 3 of the Capital Market Act, since the offer for the Issuer's New Shares is addressed to investors who shall pay for subscribed new shares the consideration of at least HRK 800,000.00 per investor, for each separate offer.
The Issuer shall, pursuant to the existing legislation, after successful increase of the nominal capital by public offer, draft a Prospectus for listing of New Shares in the Regulated market of the Zagreb Stock Exchange, which shall be submitted HANFA for approval. In case of HANFA's approval of the Prospectus for listing, the Issuer shall publish it pursuant to Article 374 of the CMA, after which it intends to list the New Shares in the ZSE Regular market. New company shares shall be eligible for trading on the ZSE Regular market from the day set by ZSE.
The Issuer takes responsibility for accuracy and completeness of this Information Memorandum and information contained therein. Pursuant to the data at the disposal of the Issuer and its knowledge, information in this Information Memorandum represent an accurate presentation of its assets, including, but not limited to rights and obligations, profit and loss, its financial condition, as well as rights and obligations arising from or related to the New Shares of the Issuer. In the Issuer's knowledge, not a single fact that may influence the accuracy and/or completeness of this Information Memorandum has been omitted, including, but not limited to the information which may significantly affect decision-making for investing in the New Shares of the Issuer and all risks related thereto.
Legal Advisor ŽURIĆ I PARTNERI, odvjetničko društvo d.o.o., shall not be responsible nor warrant in any manner whatsoever to the Issuer or any third parties (investors, registries, holders of New Shares and similar), directly or indirectly, for execution of the Issuer's obligations for New Shares and for accuracy and contents of the Information Memorandum or completeness of data in the Information Memorandum.
Only information contained herein are relevant for deciding on investing in the Issuer's New Shares. Any potential investor is required to decide on investing in the Issuer's New Shares based on his/her own assessment of the Issuer and terms and conditions of the offer for the New Shares. The Issuer has not authorized any natural and/or legal person to provide information related to the Issuer's New Shares and any information from third parties, which differ from information contained herein, shall not be deemed relevant. The Issuer also neither confirms, explicitly or implicitly, accuracy of unauthorized disclosed information or statements, nor approves their disclosure nor takes responsibility for any damage investors may suffer in relation thereto.
Accuracy and completeness of information contained herein has been established pursuant to the situation on the date of this Information Memorandum, unless specifically mentioned otherwise in the Information Memorandum itself as referring to some other day. The Issuer states that there is a possibility that the information contained herein, related to the Issuer's operation, its financial condition and operating results, might have changed after the date of this Information Memorandum.
Governing law for the Information Memorandum in whole shall be the law of the Republic of Croatia, with the exclusion of conflict of law provisions of the international private law. For disputes referring to the Issuer's New Shares, including the disputes on the validity of their issue, as well as to legal consequences arising therefrom, competent shall be the subject-matter competent courts of the Republic of Croatia. Foreign investors shall comply with the applicable regulations of the foreign country.
This Information Memorandum may not be deemed as a recommendation to buy or offer to sell the Issuer's New Shares in its name and on its behalf, or in the name and on the behalf of the affiliated companies to the Issuer, their affiliated companies and representatives. The Information Memorandum contains no advice, including, but not limited to advice related to investing in the Issuer's New Shares, legal or financial advice.
The Issuer addresses any investor considering the possibility of subscription and payment, i.e. purchase and sale of the New Shares, to the requirement and desirability of individual examination, assessment and judgment of all data on the facts, risks, trends, forecasts and estimates referring to the Issuer, New Shares and business environment.
Distribution of the Information Memorandum, as well as offer and sale of New Shares in certain legislations may be restricted by appropriate regulations. Investors are required to become familiar with and comply with the above mentioned regulations. Investors shall comply with the legislation applicable in the territory of the state where New Shares are bought, offered or sold, i.e. in the territory where they own or distribute the Information Memorandum and are required to obtain consent, approval or permission set forth by the applicable legislation. The Issuer does not facilitate giving offers to buy New Shares in any territory, other than the territory where it is provided for by the applicable legislation.
The Issuer specifies certain information in the Information Memorandum not as historical, but as certain facts related to the future, whereby such facts are specified in several parts of the Information Memorandum.
Terms such as "believes", "projects", "estimates", "expects", "intends", "announces", "contemplates", "might", "may", "will", "plans" and other similar terms refer exclusively to the statements on the future. Taking into consideration their nature, statements on the future include inseparable general and/or special risks and uncertainties, due to which there is a probability that certain statements on the future shall not be realised.
The forward-looking statements include, among other things, risk factors specified in Clause 3. of the Information Memorandum.
When making certain decisions based on the statements on the future, investors are required to take into account all specified, but also all other known risk factors, uncertainties and events that may in any way affect regular operation of the Issuer. Statements on future refer only to the time when they were given and the Issuer takes no responsibility in part of updating or revising the specified statements on future based on the subsequently available data, future events or other reasons, unless if provided for by the applicable legislation or, after listing the New Shares in the Regular Market of the Zagreb Stock Exchange, by the rules of the Zagreb Stock Exchange Ltd.
The Issuer hereby gives no statement, projection or guarantee that the statements on future shall indeed be realised. Statements on future may not be deemed the most likely or standard scenario, but they represent exclusively one of the possible scenarios for the Issuer's operation.
Warning statements above refer to all the Issuer's forward-looking statements.
Audited consolidated annual financial reports for the Company for the business year ending on 31 December 2014 are available in electronic form on the website of the Zagreb Stock Exchange http://zse.hr/UserDocsImages/financ/DDJH-fin2014-1Y-REV-K-HR_2.pdf).
Audited consolidated annual financial reports for the Company for the business year ending on 31 December 2015 are available in electronic form on the website of the Zagreb Stock Exchange http://zse.hr/UserDocsImages/financ/DDJH-fin2015-1Y-REV-K-HR.pdf)
Audited consolidated annual financial reports for the Company for the business year ending on 31 December 2016 are available in electronic form on the website of the Zagreb Stock Exchange (http://zse.hr/userdocsimages/financ/DDJH-fin2016-1Y-REV-K-HR.pdf).
Unaudited quarterly financial reports for the Company for the quarter ending on 30 June 2017 are available in electronic form on the website of the Zagreb Stock Exchange (http://zse.hr/userdocsimages/financ/DDJH-fin2017-2Q-NotREV-K-HR.pdf).
Cleansed text of the Memorandum of Association of the Issuer in force is available on the Issuer's website (www.duro-dakovic.com).
Any investor considering subscription and payment, i.e. sale and purchase of New Shares, is addressed to individually assess, evaluate and judge all data, risks, trends, assessments and forecasts related to the Issuer, New Shares and business environment.
Investors are also directed to seek, following their own judgment and if needed, necessary advice from authorized legal, tax, financial and other advisors, at their own expense.
There is a possibility that the total amounts in certain tables in this Information Memorandum do not match the exact arithmetic sum of the individual amounts employed, which is a consequence of rounding up of individual amounts employed.
| 1. | Introduction | 6 |
|---|---|---|
| 1.1 | Basic information on the Issuer | 6 |
| 1.2 | Description of the Đuro Đaković Group | 6 |
| 1.3 | Historic development | 9 |
| 1.4 | Overview of the most significant transactions made in recent period | 10 |
| 1.5 | Management Board and Supervisory Board of the Issuer | 11 |
| 1.6 | Human resources | 14 |
| 1.7 | Nominal capital and ownership structure | 15 |
| 1.8 | Organizational chart | 17 |
| 2. | Business overview and key financial information | 18 |
| 2.1 | Description of business | 18 |
| 2.1.1 | Transport | 18 |
| 2.1.2 | Defence | 20 |
| 2.1.3 | Industry and Energetic | 21 |
| 2.2 | Overview of the restructuring process | 22 |
| 2.3 | Key financial information | 26 |
| 3. | Risks | 38 |
| 3.1 | Risk factors specific to the Issuer and its activity | 38 |
| 3.1.1 | Market-related risks | 38 |
| 3.1.2 | Political and regulatory risk | 38 |
| 3.1.3 | Financial risks | 39 |
| 3.1.4 | Business-related risks | 39 |
| 3.2 | Risks specific to the New Shares of the Issuer | 40 |
| 4. | Planned issue of New shares | 43 |
| 4.1 | Conditions of the offer | 43 |
| 4.1.1 | Type and class of New Shares | 43 |
| 4.1.2 | Currency of the issue of New Shares | 43 |
| 4.1.3 | Number of New Shares and their nominal value | 43 |
| 4.1.4 | Description of the offer procedure | 43 |
| 4.1.5 | Description of rights attached to New Shares | 48 |
| 4.1.6 | Restrictions on the free transferability of the New Shares | 48 |
| 4.2 | Use of proceeds | 48 |
| 5. | List of definitions and abbreviations | 49 |
| Company name: | Đuro Đaković Grupa dioničko društvo |
|---|---|
| Abbreviated name | Đuro Đaković Grupa d.d. |
| Registered seat: | Dr. Mile Budaka 1, Slavonski Brod |
| Nominal capital: | HRK 203,064,600 |
| Incorporation date: | 31 January 1991 |
| Registration court: | Commercial Court of Osijek, Permanent Service Slavonski Brod |
| Companies registry no.: | 050002378 |
| Entry no. (MBS): | 03635112 |
| Personal identification no. (OIB): |
58828286397 |
| National classification of business activities: |
7010 – Management activities (principal activity) |
The Issuer is a parent and management company, which, together with 4 subsidiaries in its majority ownership, forms Đuro Đaković Group ("Đuro Đaković Group" or "the Group").
Subsidiaries forming the Group are as follows:
| COMPANY NAME | ISSUER'S OWNERSHIP SHARE |
|---|---|
| Đuro Đaković Strojna obrada d.o.o. ("ĐĐ Strojna obrada") |
100.00% |
| Đuro Đaković Specijalna vozila d.d. ("ĐĐ Specijalna vozila") |
99.84% |
| Đuro Đaković Energetika i infrastruktura d.o.o. ("ĐĐ Energetika i infrastruktura") |
97.56% |
| Đuro Đaković Industrijska rješenja d.d. ("ĐĐ Industrijska rješenja") |
96.93% |
Companies are organized in three business sectors – Defence, Transport, Industry and Energetic.
Đuro Đaković is a company with long-term business tradition in its segment, originating from the company Prva jugoslavenska tvornica vagona, strojeva i mostova d.d. Brod na Savi, incorporated in 1921 as a joint stock company owned by six private investors. In 1947 after becoming state-owned, the company changed its company name to Đuro Đaković industrija lokomotiva, strojeva i mostova Slavonski Brod under which it operated until 1968.
Today Đuro Đaković Group is one of the greatest industrial groups in Croatia and region, with an extensive list of references, including a wide range of pressure vessels for the oil and petrochemical industry, petroleum and gas tanks, production of tanks, armoured combat vehicles, demining machines, railroad freight cars of all types including tank cars for transportation of liquids and petroleum, manufacturing of steel bridge structures, turn-key factory construction, equipment for thermal and hydroelectric power plants, renewable energy sources and similar.
1991 On incorporation assembly of Đuro Đaković Holding d.o.o., Croatian Development Fund (later Croatian Privatization Fund) becomes the majority owner of the Issuer.
1993 End 1993, Đuro Đaković Holding d.o.o. is transformed into a joint stock company titled Đuro Đaković Holding d.d.
2003 Company shares are listed in the Public Joint Stock Companies Quotation of the Zagreb Stock Exchange.
2012 Framework agreement concluded with Finnish company Patria Land Systems Oy on production, placing on the market and sale of Patria AMV 8x8 armoured wheeled vehicles in certain countries by the Issuer. That same year, cooperation is made with Norwegian company Kongsberg Defence & Aerospace AS on production, placing on the market, sale and maintenance of Medium Calibre Remote Weapon Station for armoured vehicles.
2014 In September 2014 the Group business strategy until 2020 is adopted, as well as restructuring plan proposed by the Management Board. Restructuring plan included production and program reorganization, financial restructuring and optimization of organizational structure. Additionally, at the end of 2014, recapitalization of the Issuer is executed, via three rounds of subscription of new shares, which resulted in raising funds in the amount of HRK 87.2 million, and nominal capital of the Issuer was raised to the amount of HRK 152 million.
From 2014 Extensive restructuring programme is completed, including optimization of organizational structure and production portfolio, updating of production and partial financial restructuring.
September 2016 The company Đuro Đaković Holding d.d. has changed the company name to Đuro Đaković Grupa d.d.
14 April 2016 Concluded contract with Finnish client Patria Land Systems (Patria Group) on production and delivery of armoured wheeled vehicles Patria AMV 8x8 for third markets, value of EUR 26 million.
16 June 2016 Concluded contract with French client on production and delivery of cargo wagons, value of HRK 20 million
19 September 2016 Concluded contract with German company Christian Pfeiffer on production and delivery of two cement plant mills shell, value of HRK 5.9 million.
03 October 2016 Concluded contract with French client on production of special wagons, Zacns type, value of HRK 54 million.
04 January 2017 Concluded contract with French company Atir-Rail S.A. on additional delivery of previously stipulated specials tank wagons type Zacns, value of HRK 23 million.
10 January 2017 As the main contractor in consortium with contractor Montmontaža-oprema d.o.o., concluded contract with Jadranski naftovod d.d. on construction of petroleum derivative tanks A-1607 at the Omišalj Terminal, value of HRK 15.5 million.
26 January 2017 Concluded contract with French client on production and delivery of wagons type Talns, designed for the efficient transport of powdered lime and similar atmosphere-sensitive materials, value of HRK 17 million.
31 January 2017 Cooperation agreed with the Ministry of defence of the Republic of Croatia for services "General revisions of M-84 tank", value of HRK 8 million.
06 February 2017 Expansion of cooperation with the French company Atir-Rail S.A. for additional delivery of special tanks wagon type Zacns 45, value of HRK 15 million.
20 March 2017 Expansion of cooperation with the French company Atir-Rail S.A. by concluding contract for additional production and delivery of special tanks wagon type Zacns 45, value of HRK 39 million.
03 May 2017 Concluded contract with Swiss client for the production of fermenters for anaerobic degradation, value of HRK 15 million.
08 June 2017 Concluded contract with Luxembourg client on production and delivery of wagons type Zacns, value of HRK 75 million.
29 June 2017 Concluded contract with local client on construction, commissioning and connecting of Geothermal power plant "Velika 1" to the grid nearby Bjelovar , total value of HRK 71 million.
Management Board of the Issuer consists of two members:
Tomislav Mazal graduated from the Faculty of Law in Zagreb where he is currently enrolled in postgraduate specialist study in commercial and corporate law. His professional career began in 2003 in the Office of Public Relations of the Croatian Government, and in 2008 he became an advisor to the Minister of Economy, Labour and Entrepreneurship and the Ministry spokesman. During his work in the Croatian Government and the Ministry of Economy, Labour and Entrepreneurship he has been actively involved in major projects such as the initial public offer of shares of INA and HT on the Zagreb and London stock exchanges, the restructuring of Croatian shipyards and steel mills, and the conclusion of the offset agreements with Patria and Kongsberg. In 2009 he became a member of the Supervisory Board of Đuro Đaković Holding plc and then its Chairman. In 2011 he enters the Management Board, where he served as a Board member and was responsible for defence programs, the development of foreign markets, marketing and legal affairs. In May 2014 he was appointed President of the Management Board of the Issuer.
Marko Bogdanović graduated at the Faculty of Mechanical Engineering and Naval Architecture in Zagreb, study programme production engineering. He began his professional career back in 2000 at the concern Agrokor as maintenance manager of Ledo d.d., Croatia's leading producer of ice cream and distributer of frozen food. Mr. Bogdanović's career developed at Ledo as he advanced from assistant manager for the production in Croatia and executive director for investments and maintenance to the Ledo's production manager responsible for overall production in Croatia, Hungary, Bosnia and Herzegovina, Serbia and Montenegro. He joined Đuro Đaković as a Member of the Management Board in May 2012, and from September 2014 to July 2015 he also performed the function of Executive Director at Đuro Đaković Inženjering (ĐĐ Inženjering").
According to the Memorandum of Association, Supervisory Board consists of seven members. Five members are elected by the General Assembly, one member is appointed by the State Property Ministry and one is appointed pursuant to the provisions of the Labour Act.
Igor Žonja, President of the Supervisory Board Ivan Samardžić, Member Petar Mišević, Member Darija Jurica Vuković, Member Miroslav Karamarković, Member Blaženka Luketić, Member
Bartol Jerković, President of the Management Board ĐĐ Specijalna vozila
Bartol Jerković graduated from the Faculty of Electrical Engineering in Zagreb and came to work for the Group immediately afterwards. He has spent most of his career at Đuro Đaković Specijalna vozila, where he has held a number of high-ranking positions primarily associated with the armoured fighting vehicle program. He was appointed Deputy Director of Đuro Đaković Specijalna vozila and was later promoted to Director, which position he held between 1993 and 1996. He was a Member of the Management Board of the Đuro Đaković Holding from 1996 to 1999 and the President of Management Board of the Đuro Đaković Holding until 2002. Since 2002 he has again held the position of the President of the Management Board of Đuro Đaković Specijalna vozila, and since August 2012 he is a Chief Execute Director in the company ĐĐ Specijalna vozila. In November 2015 he has been appointed the President of the Management Board of Đuro Đaković Specijalna vozila d.d.
Darko Grbac graduated from the Faculty of Mechanical Engineering and Naval Architecture, University of Zagreb. Between 1995 and 1998 he attended an MBA programme and passed the state licence exam for project-designr. His whole professional career is tied to ĐĐ Specijalna vozila, where he started as the Lead Designer, continued as Production Director and later as R&D Director. For the last six years he has been the Project Manager for Key Strategic Projects within the company. Since August 2012 he has been responsible for the business sector Defence, and since December 2012 he is also an Executive director of the company ĐĐ Specijalna vozila. In November 2015 he has been appointed member of the Management Board of ĐĐ Specijalna vozila.
Igor Rubil graduated from the Faculty of Civil Engineering in 1996, and in 2012 he also completed a specialized security and protection engineer programme, specializing in environmental protection. As a very young specialist, he accepted the highly demanding position of building site manager at the company Poduzeće za ceste, where he worked on the complex project of construction of a section of the motorway A3 from 1999 to 2002. The successfully completed project enabled him to accept the position of director and project manager at Birotehna, where he worked until he joined the Group in 2012. In Đuro Đaković Holding he was in charge for business sector Construction and infrastructure and a director of the Asset and investment management Department. He performed the function Executive Director at ĐĐ Inženjering d.d. from September 2014 to August 2015. In August 2015, he was appointed as Executive Director at ĐĐ Industrijska rješenja. In November 2015 he has been appointed as Director of the company of ĐĐ Industrijska rješenja.
Lidija Pintek earned her bachelor's degree from the Faculty of Economics and Business in Zagreb and completed a postgraduate and master's programme at the Cotrugli Business Academy. She started her professional career at Pliva, where she had held various positions between 1990 and 1998, from pharmaceutical procurement clerk to foreign market business coordinator and pharmaceutical production program's procurement director. She left Pliva for Ledo, where she worked as procurement director until 2005. She then went to work for Ina, where she stayed until 2011, initially as the director of oil acquisition and logistics, then the head of the central office of the cost optimization project, and then, as of 2006, the director of procurement and oil trading department and coordinator of legal regulations in refineries and marketing segment. She came to work for the Đuro Đaković Group in 2012 as the Procurement and Cooperation Director at Group level. In September 2015 she was appointed as Director of General Affaires Sector of Đuro Đaković Group.
Slaven Posavac graduated from the Faculty of Economics in Osijek and completed a managerial program at the IEDC Bled Business School. In addition to his formal education, he also completed the Croatian Association of Accountants and Financial Experts' internal auditor course, specializing in economy. He started his professional career at a small plastic-packaging producing company in Osijek, which he left in 2002 to go work for the auditing company Deloitte & Touche Zagreb as a semi-senior auditor. Afterwards, he got a job at Nexe Group's internal auditing department and in 2005 was promoted to director of Feravino, Nexe Group's member in the business of wine production. From 2007 to 2011 he served as the internal auditing director at the Nexe Group, and then went to work for the construction company Osijek-koteks as the internal auditing and controlling director and later as finance and accounting director. He arrived in the Đuro Đaković Holding to the position of the Corporate Finance Director. In September 2015 he was appointed as Director of Finance, Accounting and Controlling Sector of Đuro Đaković Group.
Marijana Zubak graduated from the University of Zagreb's Law School in 2007 and joined Đuro Đaković Group a year later, in 2008. In 2008 and 2009, alongside working at the Group, Marijana volunteered at Slavonski Brod's Municipality and Commercial Court, and then in 2010 she passed her bar exam. So far she has mostly practiced business, civil and labour law. Marijana Zubak has been the Director of Legal Affairs at Đuro Đaković Holding since 2013. In September 2015 she was appointed as Director of Legal Affairs Sector of Đuro Đaković Group.
On 30 June 2017 in the companies of the Đuro Đaković Group there was a total of 1,018 employees, the majority of which were employed by the company Đuro Đaković Specijalna vozila (51.4% of the Group employees).
Considering extensive pending projects, the Group has employed employees for definite period of time. With completion of these projects, a decrease of employees is expected.
| EMPLOYEES NUMBER | |||||
|---|---|---|---|---|---|
| COMPANY | 31 Dec 2014 | 31 Dec 2015 | 31 Dec 2016 | 30 June 2017 | |
| ĐĐ Specijalna vozila d.d. | 424 | 433 | 464 | 523 | |
| ĐĐ Industrijska rješenja d.d. | 355 | 234 | 298 | 287 | |
| ĐĐ Strojna obrada d.o.o. | 142 | 137 | 158 | 155 | |
| ĐĐ Energetika i infrastruktura d.o.o. | 32 | 29 | 25 | 24 | |
| Slobodna zona Đuro Đaković d.o.o. | 9 | 9 | 0 | 0 | |
| Đuro Đaković Grupa d.d | 35 | 30 | 29 | 29 | |
| TOTAL | 997 | 872 | 974 | 1.018 |
Source: the Issuer
Although in 2016 the Đuro Đaković Group had a larger number of employees, total employee costs and average cost per employee were lower in 2016, in relation to 2015.
The nominal capital of the Company amounts to HRK 203,064,600.00, and is divided into 10,153,230 ordinary shares, having a nominal value of HRK 20.00 each. Each share carries the same rights. Voting right vests with all the Company shareholders, so that their number of votes in the General Assembly is equal to the number of their shares.
Greatest single shareholder of the Issuer on 31 August 2017 is the Republic of Croatia with 37.86% share in the nominal capital. State and the Issuer have a long-term businesspartner relationship, as the Issuer is frequently engaged by the State on different projects from the segments of its diversified business activities. Partner relationship is further confirmed in the recapitalization project from 2014, when the State gave its support to the Issuer by purchasing 3.2 million of shares, having a total value of HRK 65 million, thus providing fresh capital required for restructuring process.
| OWNERS - SHAREHOLDERS | NO. OF SHARES | SHARE (IN %) |
|---|---|---|
| STATE PROPERTY MINISTRY / REPUBLIC OF CROATIA | 3.844.004 | 37,86% |
| BAKIĆ NENAD | 1.798.419 | 17,72% |
| ADDIKO BANK D.D./ PBZ CO OMF - CATEGORY B (1/1) - SERIES B | 650.000 | 6,40% |
| ADDIKO BANK D.D./ PBZ CO OMF - CATEGORY B (1/1) | 288.740 | 2,84% |
| PRIVREDNA BANKA ZAGREB D.D./PBZ-SP | 193.813 | 1,91% |
| OTP BANKA D.D./INS683 - SERIES B | 100.800 | 0,99% |
| INTERKAPITAL VRIJEDNOSNI PAPIRI D.O.O./ CUSTODIAN ACCOUNT FOR DOMESTIC PHYSICAL PERSONS - SERIES B |
100.000 | 0,98% |
| INTERKAPITAL VRIJEDNOSNI PAPIRI D.O.O./ CUSTODIAN ACCOUNT DF | 100.000 | 0,98% |
| ĐURO ĐAKOVIĆ GRUPA D.D. | 46.993 | 0,46% |
| OTHERS | 3.030.461 | 29,86% |
| TOTAL | 10.153.230 | 100,00% |
Source: Issuer, Central Depositary and Clearing Company
Source: Issuer, Central Depositary and Clearing Company
Đuro Đaković Group consists of the Issuer and 4 affiliated companies, organized in three business segments – Defence, Transport, Industry and Energetic.
Source: Issuer
For the purpose of reaching the optimal management level, as well as cutting back as much as possible, Group's internal business organization is centralized in three sectors, supporting operations of each Group member:
Đuro Đaković Group operates in 3 business sectors: Transport, Defence and Industry and Energetic. Detailed specification and descriptions of single sectors is provided below.
Business activity of the Transport sector is production of cargo wagons. Group is the sole producer of cargo wagons in the Republic of Croatia. In 2016, wagons were a 100% export product, intended mostly for the European Union market and are part of freight fleets in many countries such as Germany, France, Switzerland, Austria and Benelux countries1 .
Group produces a broad range of cargo wagon, including loose goods transportation wagons, weather- and atmosphere-sensitive goods, specialized liquid transportation wagons and other industrial purposes wagons.
| TYPE | PURPOSE | MAX: PAYLOAD |
|---|---|---|
| Facnps 53 m3 | Transportation of sand with granular quality 0-2 mm, gravel with granular quality 8-20 mm and gravel with granular quality 18-32 mm |
68,500 kg |
| Falns 64 m3 | Transportation of coal, coke, iron ore and other atmospheric-resistant loose goods |
70,000 kg |
Some of the most important wagons are given below:
Joint name for Belgium, Netherlands and Luxemburg
| Zacns 45 m3 | Calcium carbonate emulsion transportation |
70,500 kg |
|---|---|---|
| Shimmns TTU | Transportation of steel plate coils | 68,500 kg |
| Uacns 74 m3 | Transportation of cement | 70,500 kg |
The Group implements the most advanced designing methods and is capable of autonomous design development of new types of wagons as well as customization of the existing wagons according to the specific needs of clients.
In addition to cargo wagon production the Đuro Đaković Group offers the following services:
Business sector Transport participated in total Group income with 19.4% in 2016 (24.8% in 2015, 18.2% in 2014), or HRK 113.1 million (HRK 97.9 million in 2015, HRK 69.4 million in 2014).
Business sector Transport achieves 78.8% of its total income from export and in 2016 has increased export by 28.8% in comparison to 2015, i.e. export has amounted to HRK 113.1 million, compared to HRK 87.8 million in 2015.
Đuro Đaković operates according to ISO 9001 standard and wagons are compliant with UIC/EN, AVV and TSI norms.
Business activity of Defence sector is production and maintenance of tanks and armoured combat vehicles. Group is Croatia's premium supplier of main battle tanks and combat vehicles, as well as the provider of full life cycle support and all levels maintenance for its product portfolio.
As the Group in the mean term does not expect a significant need for new defence products on the domestic market, it has focused on sale to foreign clients. Execution of this plan is further supported by strategic leaders Patria and Kongsberg, via transfer of technology, facilitating the Group to act as a supplier of fully equipped armoured vehicles in separately contracted upcoming programmes.
Armoured modular vehicles AMV 8x8, produced in cooperation with strategic partner Patria, open-architecture, adjusted to specific customer requests, including integration of weapon system
Development, production and/or integration of new, NATO interoperable systems of new generation designed for enhancement of the existing M-84/T-72 tanks and/or integration of the new tanks
Business sector Defence participated in total Group income with 6.9% in 2016 (9.9% in 2015, 12.6 % in 2014), or HRK 40.1 million (HRK 38.9 million in 2015, HRK 48.0 million in 2014). Downfall of income and share in total structure in 2016 is a result of delay of production for works contracted to the year 2017.
Business sector Defence makes for 7.0% of total income from export and in 2016 has improved for 414.6% in comparison to 2015, i.e. export has amounted to HRK 10.0 million in 2016, compared to HRK 1.9 million in 2015. Increase is a result of the contract concluded with strategic partner Patria for third markets and in 2017 a further income increase is expected.
Tank programme
Patria AMV 8x8 wheeled armoured modular vehicle
Business sector Industry and Energetic provides services of engineering planning and design, project management and consulting, procurement, construction and commissioning of facilities, maintenance and repairs, as well as fabrication and installation of parts and components. Services are related to the following fields:
| FIELDS | BUSINESS ACTIVITY DESCRIPTION |
|---|---|
| Oil, gas and petrochemical industry |
Engineering, commissioning, construction and production of process plants etc. |
| Power generation facilities | Engineering, procurement, designing and construction of power plants, their repair and maintenance |
| Hydro mechanical equipment |
Engineering, procurement, construction and installation of hydro mechanical equipment and repair works |
| Food industry | Design, construction and manufacturing of food industry facilities |
| Cement industry | Construction and manufacture of mills, rotational furnaces etc. |
In addition to the above, the Group has participated in significant number of projects in Croatia in terms of construction, providing services and maintenance of steel bridge constructions, overpasses and viaducts and as the petrochemical industry grew, the Company has participated in construction of petrochemical facilities in South East Europe region (Sisak, Rijeka, Bosanski Brod).
Services include:
Business sector Industry and Energetic participated in total Group income with 65.4% in 2016 (57.9% in 2015, 63.4% in 2014), or HRK 381.4 million (HRK 228.9 million in 2015, HRK 242.2 million in 2014). Fundamental reason for increase of income and share in total structure is work in major projects (investors HEP, INA, JANAF).
Business sector Industry and Energetic makes for 14.2% of total income from export and in 2016 has decreased by 29.1% in comparison to 2015, i.e. export has amounted to HRK 20.4 million in 2016, compared to HRK 28.8 million in 2015.
With the election of new Management Board of the Issuer in 2014, a decision was reached on drafting and implementing restructuring project on the Group level. Some of the main reasons for restructuring were: continued negative business, obsolesce of production technology, dependency on domestic market and investment cycles, suboptimal human resources structure and lack of own capital in financing sources. Main restructuring goal was to create conditions for long-term sustainable growth and profitability. Restructuring process covered 5 segments:
Restructuring caused changes in sale models and market approach models. After in 2011 and 2012 two key clients were lost (Ministry of Defence of the Republic of Croatia, HŽ Cargo), sale of cargo wagons as key export product was reorganized (which resulted in constant cargo wagon export growth and since 2012, when the historic minimum in wagon sale occurred, in 2016 a total of 190 cargo wagons was placed on foreign markets). In addition to business income increase, optimization and cut-back of costs was achieved and machine fleet was modernized. Effects of restructuring measures are visible in the expenses structure realized by the Group in 2016.
Implemented restructuring measures have resulted in numerous favourable effects – Group has a constant growth in income, export and operative result. As a result of implemented measures, after a number of years, the Issuer has closed the business year 2016 with a positive EBITDA.
Group organization structure at the end of 2014 consisted of the holding company and the companies: ĐĐ Specijalna vozila, ĐĐ Strojna obrada, Đuro Đaković Elektromont d.d. ("ĐĐ Elektromont"), ĐĐ Energetika i infrastruktura, ĐĐ Inženjering, Đuro Đaković Proizvodnja opreme d.o.o. ("ĐĐ Proizvodnja opreme"), Slobodna zona Đuro Đaković – Slavonski Brod d.o.o. ("ĐĐ Slobodna zona"). In the course of 2015, the companies ĐĐ Proizvodnja opreme, ĐĐ Inženjering and a part of ĐĐ Elektromont (electrical assembly) have merged into the company ĐĐ Industrijska rješenja. ĐĐ Elektromont with remaining business activity of electrical assembly was extracted and sold via employee-shareholder model. In the course of 2016, organizational restructuring continued and the company ĐĐ Slobodna zona was merged with the company ĐĐ Strojna obrada. Sale of the company ĐĐ Energetika i infrastruktura is planned, considering the assessment that the business activity is not included in the Group further business and growth course. Initially planned sale of the company ĐĐ Energetika i infrastruktura is abandoned, even though business activity is not within the Group strategic business programme, considering the company's positive business and contribution to the positive cash flow.
According to the restructuring plan, the following reorganization activities of separate functions were done:
Further program restructuring consists of:
For securing funds for financial and technic-technological restructuring, the following has been achieved:
Prior to the restructuring process, the Group had 1,126 employees. In the first restructuring phase, i.e. in the period to the end of 2014, initial organization restructuring was done, which resulted in reduction of number of employees for 11.5% or to 997. In the next year, as the restructuring continued at the Group level, and primarily as the consequence of extraction and sale of ĐĐ Elektromont, number of employees was reduced by further 12.5% or 125 employees. In 2016 the optimization of number of employees has continued and staff costs were reduced (by HRK 4 million, in comparison to 2015), nevertheless, the ĐĐ Group ends the year with 102 more employees than the previous period, due to employing for definite period of time, due to contracted work. Employing for definite period of time trend has continued in the first quarter of 2017 as well.
| 31 Dec 2014 | 31 Dec 2015 | 31 Dec 2016 | 30 June 2017 | |
|---|---|---|---|---|
| Number of employees | 997 | 872 | 974 | 1,018 |
| Total income (HRK) | 383,203,855 | 397,688,807 | 585,155,339 | 254,501,666 |
| Total export (HRK) | 107,015,000 | 120,751,290 | 144,258,114 | 116,392,155 |
| Income per employee (HRK) | 384,357 | 456,065 | 600,776 | 250,002 |
| Export per employee (HRK) | 107,337 | 138,476 | 148,109 | 114,334 |
Restructuring process initiated in 2014 has mostly come to an end – planned goals in organization, staff, market and technology restructuring are reached. However, the most important goal remaining to be reached in the upcoming period is financial restructuring intended to optimize the business source structure (increase of share of the Company's own financing source in the balance sheet).
Remaining activities in the restructuring process consist of:
Taking into account previous negative business results, one of the main tasks in the future is improvement of financing sources, which has initiated the recapitalization process by offering new shares of the Issuer.
| (in 000 HRK) | 2014 | 2015 | 2016 | |
|---|---|---|---|---|
| Sales income | 371,193 | 377,143 | 556,604 | |
| Other income | 10,794 | 17,873 | 21,695 | |
| Operating income | 381,987 | 395,016 | 578,299 | |
| Increase/decrease in the value of work in progress and finished products | 1,586 | (3,207) | 9,887 | |
| Material costs | (247,823) | (279,711) | (393,800) | |
| Labour costs | (117,191) | (99,149) | (96,169) | |
| Depreciation (amortization) | (17,983) | (19,905) | (24,117) | |
| Other expenses | (66,975) | (34,447) | (70,776) | |
| Value adjustment | (12,009) | (725) | (13,936) | |
| Other operating expenses | (5,182) | (7,778) | (3,807) | |
| Operating expenses | (465,577) | (444,922) | (592,718) | |
| Profit / (loss) from operations | (83,590) | (49,906) | (14,419) | |
| Financial income | 1.217 | 2.672 | 6,856 | |
| Financial expenses | (13,775) | (16,630) | (27,287) | |
| Net financial loss | (12,558) | (13,958) | (20,431) | |
| Loss before taxation | (96,148) | (63,864) | (34,850) | |
| Income tax expense | - | - | 199 | |
| Loss for the year | (96,148) | (63,864) | (35,049) | |
| Other comprehensive income | - | - | - | |
| Gains from revaluation of assets | - | - | 129,182 | |
| Income tax related to items that would not be reclassified into profit or loss | - | - | (23,252) | |
| Other comprehensive income | - | - | 105,930 | |
| Total comprehensive income / (loss) | (96,148) | (63,864) | 70,881 | |
| Loss attributable to: | ||||
| Equity holder of the parent | (95,180) | (62,354) | (34,209) | |
| Non-controlling interests | (968) | (1.330) | (840) | |
| Total comprehensive Income / (loss) attributable to: | ||||
| Equity holder of the parent | (95,180) | (62,534) | (70,971) | |
| Non-controlling interests | (968) | (1,330) | (89) | |
| Earnings / (loss) per share: | ||||
| Basic and diluted (in kunas and lipas) | (12.51) | (8.23) | (4.61) |
Source: Audited consolidated financial statements of the Issuer for 2014, 2015 and 2016
The total operating income of the Group has increased significantly in 2016, as compared to the previous period, with the growth rate being 46.4% (HRK 578.3 million), largely thanks to entry into new contracts for supply of wagons (export) and renewal of contracts on major projects (domestic investors HEP, INA, JANAF). 2015 saw stabilisation of income following two subsequent year of fall and also rise of operating income by 3.4% (HRK 395.0 mil.) as compared to 2014 (HRK 381.9 mil.) as a result of realisation of agreed projects (domestic investors HEP, Ministry of Defence of the Republic of Croatia, INA) and increase of export (supply of wagons to French companies Ermewa SA and Atir-Rail SA).
The total operating expense has in the period under observation exceeded the operating income, however it is growing at a smaller rate due to better expense control and higher capacity utilization. It rose by 33.2% (HRK 592.7 million) in 2016 in comparison to the previous year, while it fell by 4.4% (HRK 444.9 million) in 2015 in comparison to 2014 (HRK 465.6 million).
In 2016 a positive financial profitability indicator (EBITDA) was realised in the amount of HRK 9.7 million, i.e. rise was seen in amount of HRK 39.7 million as compared to the same period last year. When observed in the period 2014-2016, a negative trend of EBITDA decrease has stopped and its growth was seen in the amount of HRK 75.3 million. The profitability growth was realised in 2016 due to significant rise of operating income and continued expense management policy, thus in 2016 total operating expense followed the increase in operating income, however to a smaller degree, therefore the expense rose by 33.2% as compared to 46.4 % growth of operating income. In 2015 income increased at a smaller rate than in the previous year, nevertheless a better expense control resulted in fall of total operating expense and indirectly by decrease of negative EBITDA by HRK 35.6 million (+54.3%) compared to 2014.
Through the observed period the Group realised losses that amounted to HRK 96.1 million in 2014, HRK 63.8 million in 2015, and HRK 35.0 mil in 2016. Their decrease can be observed in the period in which the restructuring process was conducted.
| (in 000 HRK) | 31 Dec 2014 | 31 Dec 2015 | 31 Dec 2016 | |
|---|---|---|---|---|
| ASSETS | ||||
| Non-current assets | ||||
| Intangible assets | 25,545 | 25,426 | 18,051 | |
| Property, plant and equipment | 195,582 | 223,371 | 346,103 | |
| Investments in real estate | 11,768 | 16,922 | 19,879 | |
| Given loans, deposits and similar | 503 | 535 | 1,067 | |
| Investments in securities and equities | 2,188 | 883 | 918 | |
| Other non-current financial assets | 40 | 38 | - | |
| Receivables | 10,283 | 9,066 | 7,430 | |
| Total non-current assets | 245,909 | 276,241 | 393,448 | |
| Current assets | ||||
| Inventories | 121,171 | 96,017 | 128,052 | |
| Trade receivables | 67,082 | 72,220 | 105,752 | |
| Other receivables | 20,782 | 8,389 | 24,256 | |
| Other financial assets | 20,342 | 885 | 1,620 | |
| Cash and cash equivalents | 33,185 | 37,434 | 25,941 | |
| Prepaid expenses and accruals | 7,450 | 18,480 | 3,139 | |
| Total current assets | 270,012 | 233,425 | 288,760 | |
| TOTAL ASSETS | 515,921 | 509,666 | 682,208 | |
| EQUITY AND LIABILITIES | ||||
| Nominal capital | 151,934 | 151,934 | 151,934 | |
| Capital reserves | 15,687 | 15,687 | 15,687 | |
| Other reserves | - | - | 467 | |
| Reserves for own shares | 940 | 940 | 940 | |
| Own shares | (940) | (940) | (940) | |
| Revaluation reserves | - | - | 105,179 | |
| Accumulated losses | (95,049) | (162,914) | (197,122) | |
| Attributable to the equity holders of the parent | 72,572 | 4,707 | 76,145 | |
| Non-controlling interests | (8,212) | (4,211) | (5,178) | |
| Total equity | 64,360 | 496 | 70,967 | |
| Provisions | 16,381 | 15,550 | 4,955 | |
| Non-current liabilities | ||||
| Borrowings | 135,480 | 210,264 | 192,728 | |
| Financial lease obligations | 326 | 47 | 69 | |
| Other non-current liabilities | 13,732 | 11,926 | 9,627 | |
| Deferred tax liabilities | - | - | 23,252 | |
| Total non-current liabilities | 149,538 | 222,237 | 225,676 | |
| Current liabilities | ||||
| Borrowings and financial lease obligations | 89,007 | 92,074 | 131,063 | |
| Trade payables | 143,386 | 111,294 | 169,032 | |
| Other current liabilities | 38,404 | 63,383 | 47,800 | |
| Accrued expenses and deferred income | 14,845 | 4,632 | 32,715 | |
| Total current liabilities | 285,642 | 271,383 | 380,610 | |
| TOTAL EQUITY AND LIABILITIES | 515,921 | 509,666 | 682,208 |
Source: Audited consolidated financial statements of the Issuer for 2014, 2015 and 2016
In the observed period the largest change in the total assets and liabilities occurred in 2016 when it rose by 33.9% in comparison to the previous year and amounted to HRK 682.2 million. A decrease by 1.2% occurred in 2015 in comparison to 2014 and the assets and liabilities amounted to HRK 509.7 million.
Non-current assets increased in 2016 in comparison to 2015 by HRK 117.2 million (+42.4%) and equalled HRK 393.4 million. The structure of non-current assets included rise of tangible assets as a result of revaluation of assets and investments as part of new assets in amount of HRK 122.7 million (+54.9%). In 2015 non-current assets rose by HRK 30.3 million (+12.3%), primarily due to rise in property, plant and equipment by HRK 27.8 million (+14.2%) in comparison to 2014, followed by minor decreases of other items.
Current assets increased in 2016 in comparison to 2015 by HRK 55.3 million (+23.7%) and amounts to HRK 288.7 million. The structure of current assets saw an increase in inventories in amount of HRK 32.0 million (+33.4%) and trade receivables in amount of HRK 33.5 million (+46.4%), which is due to Group's investments into the production cycle and sale of products and services. The largest decrease was recorded in the item prepaid expenses and accruals by HRK 15.3 million (-83.0%) and item cash and cash equivalents by HRK 11.5 million (-30.7%). Current assets decreased by HRK 36.5 million (-13.6%) in 2015 in comparison to 2014, as the inventories decreased by HRK 25.1 million (-20.8%), other financial assets by HRK 19.4 (-95.6%), other receivables by HRK 12.4 million (-59.6%) with the simultaneous increase of trade receivables by HRK 5.1 million (+7.7%), cash and cash equivalents by HRK 4.2 million (12.8%) and prepaid expenses and accruals by HRK 11.0 million (+148,1%).
In the total liabilities the equity structure improved by revaluation of non-current tangible assets and amounted to HRK 70.9 million at the end of 2016 in comparison to HRK 0.5 million in 2015 and HRK 64.4 million in 2014.
Non-current liabilities increased by HRK 3.4 million (+1.5%) in 2016 in comparison to 2015 and equal HRK 225.6 million. In its structure liabilities to banks decreased as a result of regular payment of long-term loans to HRK 192.7 million (-8.3%). In 2015 the same item increased in comparison to 2014 in amount of HRK 74.8 million (+55.2%) and is the result of the Group's indebtedness with HBOR and Kent bank.
Current liabilities increased in 2016 in comparison to 2015 by HRK 109.2 million (+40.2%) to HRK 380.6 million. In its structure the largest increase can be observed in liabilities to banks and other financial institutions amounting to HRK 131.1 million, which represents an increase of HRK 38.9 million (+42.3%) and in trade payables amounting to HRK 169.0 million, which rose by HRK 57.7 million (+51.9%) and item accrued expenses and deferred income which amounts to HRK 32.7 million, which rose by HRK 28.1 million (+606.3%). A multiple increase of the item accrued expenses and deferred income relates to the deferred production of armoured combat vehicles based on the contract with the Finnish company Patria that was scheduled for 2017. Other current liabilities is the only item that decreased by HRK 15.5 million (-24.6%), and amounts to HRK 47.8 million. In 2015 the total current liabilities decreased by HRK 14.3 million (-5.0%) in comparison to 2014, and that primarily related to reduction of trade payables by HRK 32.1 million (-22.4%) with the simultaneous increase of other current liabilities by HRK 25.0 million (+65.0%).
| (in 000 HRK) | 2014 | 2015 | 2016 | |
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Loss for the year | (96,148) | (63,864) | (35.049) | |
| Adjusted for: | ||||
| Depreciation (amortization) | 17,983 | 19,905 | 24,117 | |
| Interest expenses | 13,023 | 13,755 | 21,814 | |
| Foreign exchange differences, net | (1,880) | (250) | (3,659) | |
| Interest income | (520) | (503) | (98) | |
| Increase / (decrease) in provisions | (1,564) | (831) | (10,595) | |
| Impairment allowance on trade receivables, net | 2,725 | (504) | (2,848) | |
| Impairment allowance on tangible non-current assets | - | - | 9,369 | |
| Impairment allowance on shares | 1,256 | - | - | |
| Net written-off value of tangible and intangible non-current assets | 446 | 5,446 | 2,006 | |
| Operating cash flows before changes in working capital | (70,129) | (25.838) | 5,073 | |
| Decrease / (increase) in inventories | 674 | 21,585 | (33,350) | |
| Decrease in other non-current receivables | 1,376 | 1,217 | 1,918 | |
| Decrease / (increase) in trade receivables | 35,811 | (5,642) | (30,928) | |
| Decrease / (increase) in other current receivables | 32,921 | (102) | (2,724) | |
| Decrease / (increase) in advances paid | (17,620) | 12,998 | (13,183) | |
| (Decrease) / increase in trade payables | (66,488) | (32,092) | 57,738 | |
| (Decrease) / increase in other liabilities | (53,465) | (15,491) | (27,110) | |
| (Decrease) / increase in prepaid expenses and accrued income | (2,999) | (11,030) | 15,341 | |
| (Increase) / decrease in accrued expenses and deferred income | (6,733) | (10,213) | 28,083 | |
| Increase / (decrease) in advances received | 4,083 | 24,369 | (12,570) | |
| Cash (used in) operating activities | (154,792) | (40,239) | (11,728) | |
| Cash flow from investing activities | ||||
| Purchases of property, plant and equipment and intangible assets | (62,398) | (54,066) | (23,171) | |
| Decrease / (increase) in term deposits | (19,178) | 19,427 | (1,267) | |
| Change in portfolio of available-for-sale securities | (567) | 1,305 | (445) | |
| Net cash flow used in investing activities | (82,143) | (33,334) | (24,883) | |
| Cash flow from financing activities | ||||
| Proceeds from nominal capital increase | 87,192 | - | - | |
| Received borrowings | 114,575 | 211,001 | 147,904 | |
| Repayments of borrowings | (75,013) | (133,179) | (122,786) | |
| Net cash flow generated from financing activities | 126,754 | 77,822 | 25,118 | |
| Net increase / (decrease) in cash and cash equivalents | (110,181) | 4,249 | (11,493) | |
| Cash and cash equivalents at the beginning of the year | 143,366 | 33,185 | 37,434 | |
| Cash and cash equivalents at the end of the year | 33,185 | 37,434 | 25,941 |
Source: Audited consolidated financial statements of the Issuer for 2014, 2015 and 2016
In the observed period, except for 2015, the cash flow is negative, however the signs of business recovery as a result of the restructuring process are evident. In 2014 the cash deficit was HRK 110.1 million, in 2015 there was a cash surplus in 2015 in the amount of HRK 4.2 million and in 2016 there was a cash deficit in the amount of HRK 11.5 million.
The net cash flow from operating activities in negative in the observed period primarily due to the Group's losses. The net cash flow from investing activities is negative primarily due to capital expenses for purchase of non-current assets (investment cycle). The net cash flow from financing activities is positive primarily due to proceeds from loans and borrowings and other financing activities.
| (in 000 HRK) | NOMINAL CAPITAL | LEGAL RESERVES | RESERVES FOR TREASURY SHARES |
TREASURY SHARES |
OTHER RESERVES |
REVALUATION RESERVES FROM INCREASE OF ASSET VALUE |
ACCUMULATED LOSSES | TOTAL PARENT | NON- CONTROLLING INTEREST |
TOTAL |
|---|---|---|---|---|---|---|---|---|---|---|
| Balance at 31 December 2014 |
151,934 | 15,687 | 940 | (940) | - | - | (95,049) | 72,572 | (8,212) | 64,360 |
| Transactions gained from additional investment |
- | - | - | - | - | - | (5,331) | (5,331) | 5,331 | - |
| Comprehensive loss for the year |
- | - | - | - | - | - | (62,534) | (62,534) | (1,330) | (3,864) |
| Balance at 31 December 2015 |
151,934 | 15,687 | 940 | (940) | - | - | (162,914) | 4,707 | (4,211) | 496 |
| Loss for the year |
- | - | - | - | - | - | (34,208) | (34,208) | (840) | (35,048) |
| Other comprehensive profit for the year |
- | - | - | - | - | 105,179 | - | 105,179 | 751 | 105,930 |
| Comprehensive profit for the year |
- | - | - | - | - | 105,179 | (34,208) | 70,971 | (89) | 70,882 |
| Transactions gained from additional investment |
- | - | - | - | 467 | - | - | 467 | (878) | (411) |
| Balance at 31 December 2016 |
151,934 | 15,687 | 940 | (940) | 467 | 105,179 | (197,122) | 76,145 | (5,178) | 70,967 |
Source: Audited consolidated financial statements of the Issuer for 2014, 2015 and 2016
In the observed period decrease of capital is evident, caused by continuous losses, thus making capital increase a necessity for business recovery and creating conditions for long-term growth and development of the Group. In 2016 revalorisation of noncurrent tangible assets in the amount of HRK 105.1 million has increased the capital and provided the accumulated losses in the amount of HRK 35.0 million.
| (in 000 HRK) | Q2 2016 | Q2 2017 | |
|---|---|---|---|
| Operating income | 271,246 | 246,991 | |
| Sales income | 257,785 | 243,123 | |
| Other operating income | 13,461 | 3,868 | |
| Operating expenses | (274,602) | (242,395) | |
| Increase/decrease in the value of work in progress and finished products | 4,290 | 40,498 | |
| Material costs | (174,808) | (200,702) | |
| Labour costs | (45,652) | (53,349) | |
| Depreciation (amortization) | (11,231) | (13,249) | |
| Other expenses | (45,501) | (12,773) | |
| Value adjustment | (2) | (340) | |
| Provisions | 0 | 0 | |
| Other operating expenses | (1,698) | (2,480) | |
| Profit/loss from operations | (3,356) | 4,596 | |
| Financial income | 886 | 7,511 | |
| Financial expenses | (8,383) | (9,761) | |
| Profit/loss from financials | (7,497) | (2,250) | |
| Profit/loss before taxation | (10,853) | 2,346 | |
| Income tax expense | 0 | 0 | |
| Profit/loss after taxation | (10,853) | 2,346 | |
| Profit/loss attributable to the parent | (10,888) | 2,599 | |
| Profit/loss attributable to the non-controlling interest | 35 | (253) | |
| Profit/loss for the period | (10,853) | 2,345 | |
| EBITDA | 7,965 | 17,845 | |
| EBITDA margin (%) | 2,93% | 7,21% | |
| EBIT | (3,356) | 4,596 | |
| EBIT margin (%) | (1,24%) | 1,86% |
Source: Unaudited consolidated financial statements of the Issuer for Q2 2016 and Q2 2017
NET profit margin (%) (4,00%) 0,95%
The Group's total operating income has seen a slight decrease in the first two quarters of 2017 in comparison to the same period in the amount of 8.9% (i.e. HRK 24.2 million), largely due to the completion in the Industry and energetics sector and shift in the wagon delivery in the Transport sector. However, significant improvement of export in comparison to the same period of the previous year is noted, as well as improvement of achieved financial results.
The total operating income has in the two first quarters of 2017 exceeded the operating expenses, which was not the case in the same period of 2016. Further, in the first two quarters of 2017 the total expenses fell for 10.9 % (HRK -30.8 million) in comparison to the same period of 2016, and better expense control (result of the conducted restructuring process) and higher capacity utilization lead to recording of operating income in the amount of HRK 4.6 million, which by 7.9 million exceeds the result of the previous observed period.
The financial income saw a significant increase, which is the result of the fall of the Euro and positive exchange rate differences have been realised in the amount of HRK 7.5 million, while in the same period of the previous year, the same were insignificant. Financial expenses relate mostly to interest rate expenses.
In the first two quarters of 2017 positive EBITDA was realised in the amount of HRK 17.8 million, i.e. increase was recorded in the amount of HRK 9.9 million in comparison to the same period of the previous year. The rise of profitability has been realised due to continued expense management policy, thus the total operating expense fell for more than operating income, i.e. expenses are decreased for 10.9%, compared to 8.9% of the fall of operating income.
In the first two quarters of 2017 the Group realised the net profit in the amount of HRK 2.3 million, while in the previous year it realised the loss equalling to HRK 10.8 million.
| (in 000 HRK) 31 Dec 2016 |
30 Jun 2017 | |
|---|---|---|
| ASSETS | 682,207 | 692,646 |
| Non-current assets | 393,447 | 386,867 |
| Intangible assets | 18,052 | 16,339 |
| Tangible assets | 365,982 | 361,816 |
| Financial assets | 1,983 | 1,871 |
| Receivables | 7,430 | 6,841 |
| Deferred tax assets | - | - |
| Current assets | 285,621 | 302,963 |
| Inventories | 128,053 | 153,736 |
| Trade receivables | 105,751 | 110,728 |
| Other receivables | 24,256 | 16,594 |
| Financial assets | 1,620 | 1,698 |
| Cash and cash equivalents | 25,941 | 20,207 |
| Prepaid expenses and accruals | 3,139 | 2,816 |
| EQUITY AND LIABILITIES | 682,207 | 692,646 |
| Equity | 70,967 | 73,780 |
| Nominal capital | 151,934 | 151,934 |
| Capital reserves | 15,687 | 15,687 |
| Other reserves | 467 | 467 |
| Revaluation reserves | 105,179 | 105,719 |
| Retained earnings or accumulated losses | (162,913) | (197,121) |
| Profit/loss of the year | (34,208) | 2,092 |
| Non-controlling interests | (5,178) | (4,998) |
| Provisions | 4,954 | 4,954 |
| Non-current liabilities | 229,748 | 222,805 |
| Liabilities to banks and other financial institutions | 196,868 | 190,171 |
| Other non-current liabilities | 9,627 | 9,427 |
| Deferred tax liabilities | 23,253 | 23,207 |
| Current liabilities | 343,825 | 381,034 |
| Liabilities to banks and other financial institutions | 148,609 | 160,377 |
| Received advances obligations | 36,310 | 44,888 |
| Trade payables | 147,417 | 160,323 |
| Other current liabilities | 11,489 | 15,446 |
| Accrued expenses and deferred income | 32,714 | 10,073 |
Source: Unaudited consolidated financial statements of the Issuer for 2016 and Q2 2017
At the end of the second quarter of 2017 the total assets and liabilities increased by 1.5% in comparison to the end of 2016 and equals HRK 692.6 million.
Non-current assets decreased at the end of the second quarter of 2017 in comparison to the end of 2016 by HRK 6.5 million (-1.0%), mostly due to depreciation of non-current tangible and intangible assets.
In the short period under observation the most significant change in the total assets and liabilities occurred in the item inventories, as it rose by 20.0% (HRK +25.7 million) in comparison to the previous period. Further, the trade receivables (current assets) increased by 4.7% (HRK +4.9 million), while the items of other receivables and cash and cash equivalents decreased by 31.6% (HRK -7.6 million) and 22.1% (HRK -5.7 million), respectively.
Equity and reserves rose by 4.0% (HRK 2.8 million), as a result of net profit realised in the first two quarters of 2017.
Non-current liabilities decreased by 10.8% (HRK -4.8 million) in the period under observation, which is the result of orderly repayment of loans. Other items have not changed significantly.
Current liabilities increased in the period under observation by 10.8% (HRK +37.2 million). In their structure the most significant increase is evident in liabilities to banks and other financial institutions that rose by 7.9% (HRK +11.8 million) and trade payables that increased by 8.8% (HRK +12.9 million). Received advances obligations increased for 23.6% (HRK 8.5 million).
The item accrued expenses and deferred income decreased by 69.2% (HRK -22.6 million) in the period under observation, which is the result of invoicing of certain income in the first two quarters of 2017.
| (in 000 HRK) | Q2 2016 | Q2 2017 | |
|---|---|---|---|
| Cash flow from operating activities | |||
| Profit before taxation | (10,853) | 2,346 | |
| Depreciation (amortization) | 11,231 | 13,249 | |
| Increase in current liabilities | 74,869 | 19,055 | |
| Decrease in current receivables | - | - | |
| Decrease in inventories | - | - | |
| Other increase of cash flow | - | - | |
| Total increase in cash flow from operating activities | 75,247 | 34,650 | |
| Decrease in current liabilities | - | - | |
| Increase in current receivables | (68,505) | (24,314) | |
| Increase in inventories | (21,853) | (25,861) | |
| Other decrease in cash flow | (7,793) | (908) | |
| Total decrease of cash flow from operating activities | (98,151) | (51,083) | |
| NET CASH FLOW FROM OPERATING ACTIVITIES | (22,904) | (16,433) | |
| Cash flow from investing activities | |||
| Proceeds from sale of non-current tangible and intangible assets | 246 | 60 | |
| Purchases of equity and debt securities | - | - | |
| Proceeds from interests | 1 | - | |
| Other proceeds from investing activities | - | - | |
| Total proceeds from investing activities | 247 | 60 | |
| Purchases of non-current tangible and intangible assets | (9,741) | (6,081) | |
| Purchases of equity and debt securities | - | - | |
| Decrease of cash flow from investing activities | - | - | |
| Total decrease of cash flow from investing activities | (9,741) | (6,081) | |
| NET CASH FLOW FROM INVESTING ACTIVITIES | (9,494) | (6,021) | |
| Cash flow from financing activities | |||
| Proceeds from issuance of equity and debt securities | - | - | |
| Proceeds from loan capital amounts, debentures, loans and other receivables | 100,532 | 135,678 | |
| Other proceeds from financing activities | 114 | 84 | |
| Total proceeds from financing activities | 100,646 | 135,762 | |
| Repayment of loans | (56,172) | (119,034) | |
| Financial lease | (24) | (8) | |
| Purchase of own shares | (400) | - | |
| Other decrease of cash flow from financing activities | - | - | |
| Decrease of cash flow from financing activities | (56,596) | (119,042) | |
| NET CASH FLOW FROM FINANCING ACTIVITIES | 44,050 | 16,721 | |
| NET CASH FLOW | 11,652 | (5,733) |
Source: Unaudited consolidated financial statements of the Issuer for Q2 2016 and Q2 2017
In the observed period the net cash flow of the Group is negative and the same in the first two quarters of 2017 and amounts to HRK -5.7 million, while in the same period of the previous year it was positive and equalled HRK 11.6 million.
The net cash flow from operating activities is negative in the observed period and has primarily been caused by increase of the Group's current receivables (trade payables) and inventories.
The net cash flow from investing activities is negative primarily due to capital expenses for purchase of non-current tangible and intangible assets.
The net cash flow from financing activities is positive primarily due to receipts from repayment of loans, borrowings and other financial activities serving the purposes of maintaining the Group's solvency.
The risk factors specific to the Issuer or its activity are presented briefly here.
The risks specific to the Issuer or its activity may be divided into the following groups:
Market-related risks include (i) business environment risk, (ii) competition risk, and (iii) risk of purchasability of raw materials, circuits and change of purchase prices.
Business environment risk refers to political, macroeconomic and social risks present on all markets where the Issuer operates and which have a direct influence on the Issuer's operation. Except under the influence of macroeconomic developments, the Issuer's operation is additionally under influence of cyclic nature of the industry in which the Issuer operates. The Issuer also daily faces the risk that due to currently poor economic situation in the Republic of Croatia and region it shall not stipulate sufficient quantities of new business deals required in order to have its capacities full.
Competition risk arises from the Issuer's exposure to strong competition in all business segments on the Croatian, regional and world market. This risk is additionally emphasized in terms of decreased capital investments on the markets on which the Issuer operates.
Risk of purchasability of raw materials, circuits and change of purchase prices arises from the fact that the prices of most raw materials and materials the Issuer purchases in performing its business are conditioned by prices on the world market. Furthermore, certain materials and equipment are very difficult to obtain from alternative suppliers and therefore any disturbances in their prices and distribution pose an additional risk to the Issuer.
Political and regulatory risks refer to the risk arising from the dependency of the Issuer's operations on permits and approvals, issued by the competent public bodies, reflects in the possibility of any change, expiry or annulment of such permits and approvals.
Financial risks include (i) financing risks, (ii) liquidity risks, and (iii) interest rate and currency risks.
Related to the financing risks, as of 31 December 2016 the Group has HRK 192,797 thousand long-term financial debt from loans, and by additional short-term indebtedness it overcomes the lack of permanent working capital. Part of non-current assets of the Issuer and Group members is encumbered for the purpose of securing the payment of existing financial obligations, which complicates access to additional financing sources.
In certain financing agreements the Issuer has taken over obligations that significantly restrict operation of the Issuer or Group members, i.e. which set forth a requirement to obtain consent of the creditors for making certain business decisions. Certain financing agreements allow the creditors to cancel the agreements in cases set forth by the agreement or to make their entire claims towards the Issuer or a Group member to become due.
The liquidity risk is continually present in the Issuer's operation due to inconsistency in terms of time between the cash inflow and outflow.
In relation to interest rate and currency risks, the Issuer is exposed to the interest rate risk through change of reference interest rates calculated on the loaned funds (LIBOR, EURIBOR), as well as through change of fixed interest margins.
The Issuer is also exposed to currency risks since it operates on foreign markets and is not able to fully neutralise the risk from the change of the foreign exchange rates. The most important risk is the one referring to fluctuations of exchange rate for EUR and USD.
Risks related to the Issuer's business operation consist of (i) general economic, political and legal risk, (ii) risk of change of ownership structure of the Issuer, (iii) solvency risk and inability to collect the accounts receivable and delay and defects in works, (iv) risk related to legal and administrative proceedings, (v) environment protection risk, (vi) risk from uninsured events and (vii) risks related to accommodating surplus employees.
General economic, political and legal risk arises from the fact that the Issuer's operation depends on the defence sector and cycles and regimes of purchase of military equipment in certain states, which expose it to the risk of political and regulatory changes which may prevent or complicate the purchase of required materials and equipment.
Risk of change of ownership structure is reflected in the possibility that takeover of the Issuer by third parties may result in changes of business policies which might lead to termination of cooperation with the currently most important strategic partners of the Issuer, companies Patria and Kongsberg.
Solvency risk and inability to collect accounts receivable and delay and defects in works is also present in the Issuer's operation, particularly taking into account that the Issuer does not secure its accounts receivable.
Risk related to legal and administrative proceedings arises from the fact that the Issuer as a party participates in certain number of legal and administrative proceedings and that due to this fact it might sustain significant financial or property losses.
Environment protection risk arises from the fact that the Issuer in its operation uses a share of materials and technology procedures that are potentially harmful to the environment. The Issuer is not insured against environment pollution by the Issuer or a Group member, therefore such pollution might result in a civil, misdemeanour, criminal and other liability and financial losses to the Issuer or a Group member.
Furthermore, business of the Issuer and the Group members is related to the requirement to obtain certain environment-related permits and approvals and their withdrawal or expiry without the possibility of renewal could prevent the Issuer or a Group member in performing certain activities.
Risk from uninsured events is present in the Issuer's operation since the Issuer obtains insurance policies against adverse events from usual risks; however, a series of risks arising from the Issuer's daily activities is not separately insured. Occurrence of an uninsured adverse event may cause further negative consequences to the business position and financial condition of the Issuer.
Risks related to accommodating surplus employees are connected to the Group's Business Strategy until 2020 and Restructuring Plan providing for optimisation of the number of employees both of the Issuer and the Group companies. If major cuts in number of employees occur, the Issuer, i.e. the Group, would be exposed to significant costs related to preparing the programme for accommodating surplus employees and costs of severance payments.
If the Issuer would be forced to decrease the number of its employees by dismissal, instead of termination of employment by mutual consent, that could result in a number of potential legal proceedings leading to material financial obligations of the Issuer in the event of loss of such litigations.
Risk factors specific to the New Shares are presented briefly here.
Investment in shares as equity securities is a very high-risk investment. Market value of shares may be of extremely volatile character under the influence of entire capital market movements, as well as economic and political movements in the country and the world and many other factors which, if bearing a negative connotation, may result in the plunge of the shares' market value. If the above-mentioned factors have a negative connotation, or if between the participants on the capital market such expectations develop, there is a significant risk of the fall of the shares' market value. Furthermore, each investor must be aware that there is a risk on the market that they would not be able to sell their shares at any time at a fair market price.
Market price of shares is changeable and may be subject to sudden and significant falls. As a result, shareholders may suffer a significant loss due to the plunge of the share market price, which may be caused by multiple factors.
At certain moments or periods, and even permanently, there might be a decreased demand and/or supply, and thus a significant decrease of number of shares for trading or even a total lack of trading with the shares.
Risk of Croatian capital market arises from the fact that this market has properties of a small and undeveloped market which, if compared to developed markets, represents a greater system risk for the investors.
Pursuant to the general rules of the Croatian legislation, the existing shareholders of a joint stock company have priority rights in subscription of new shares which are created when increasing the company's nominal capital, proportionally to their participation in the total nominal capital of the company. In possible future increases of the Issuer's nominal capital, if the General Assembly of the Issuer, with the prescribed majority of votes, makes a decision on exclusion or restriction of the existing shareholders' priority rights during the increase of the nominal capital, share of such shareholders in the total nominal capital of the Issuer may be decreased when implementing such decision.
Amount of future dividend payments, if any, shall depend on a series of factors, therefore the Issuer cannot guarantee that it shall have means at its disposal for potential dividend payments in the future.
Pursuant to general regulations of the Act on the Takeover of Joint Stock Companies, a person who acting independently or in concert, acquires voting shares, so that, together with the shares it already acquired, exceeds a threshold of 25% of voting shares, shall announce a takeover bid in respect of all the shares of the company.
Without respect to the exclusion of the requirement to announce a takeover bid by the decision of the Issuer's General Assembly of 21 March 2017, acquisition of additional shares of the Issuer besides and/or outside of the offer which is subject of this Information Memorandum may result in an obligation to announce a takeover bid, if during such additional acquisition the requirements under the Act on the Takeover of Joint Stock Companies have been fulfilled.
Financing the investment in shares with borrowed funds may significantly increase investors' risk. Investors should asses their own financial position prior to investing with a view to establishing whether they would be capable of paying the interest and paying off the loan principle amount and whether they can also besides the above suffer loss from the investment in shares, instead of gaining profit.
Receipts from dividends or trade with shares may constitute a taxable event and any investor should be independently informed on potential tax effects of investment in shares.
Due to disturbances of the market conditions, regulatory measures or technical and other problems, secondary trade with shares of the Issuer may be impeded and even a temporary suspension of trade may occur.
Subject of the offer are new ordinary registered shares of the Issuer.
The New Shares that are the subject of issue are denominated in HRK.
The Issuer shall issue 12,500,000 new ordinary shares of nominal value of HRK 20.00 each.
For detailed offer conditions and procedure, all Investors are referred to the wording of the Decision on nominal capital increase of the Issuer dated 22 September 2017, available at the ZSE website (http://www.zse.hr/userdocsimages/novosti/ k9qJZKR3JU6moHn9X91Lew==.pdf), and the Public Invitation dated 06 October 2017, also available at the ZSE and the Issuer's website (http://www.zse.hr/userdocsimages/ novosti/w45yFmtHvs4niVuLB90pjQ==.pdf).
Subscription of New Shares will be carried out in one round, in which all investors, who will each pay the amount of at least HRK 800.000,00 for the subscribed shares, for each individual offer, will be entitled to subscribe New Shares. A business day within meaning of this Information Memorandum shall be any day on which banks are open for business in the Republic of Croatia, not including Saturdays.
The Investors may subscribe New Shares in the period of 10 (ten) business days, in the Subscription Period from 9:00 on 09 October 2017 to 14:00 on 20 October 2017.
A minimum or maximum number of New Shares that may be subscribed by a single Investor is not determined, only the restriction providing for a maximum number of the issue is set (12,500,000 New Shares).
The application for subscription of the New Shares may be cancelled or amended by the Investors up to the last moment of the Subscription Period.
New Shares are subscribed by means of written statements (hereinafter referred to as: "Application Form" or "Subscription Form"). The Application Form will be available to the Investors prior to the Subscription Period on the Issuer's website (www.duro-dakovic. com) and the ZSE website (www.zse.hr).
New Shares may be subscribed during the Subscription period in the Issuer's business premises only, by delivering the appropriately filled Application Form (according to the instructions below in this Public Invitation) at the following address: Strojarska cesta 20, 10 000 Zagreb, Management Board office in the period from 9:00 (A.M.) to 16:00 hours (09 October to 19 October 2017) and in the period from 9:00 (A.M.) to 14:00 hours (20 October 2017)
When subscribing New Shares, the Investors, or persons authorized to represent the Investor, shall present identification documents (identity card or passport). Institutionalized investors (as defined below in this Information Memorandum) shall present a copy of the identification document of the authorized representative who has signed the Application Form. The Investors shall also present a document containing a Personal Identification Number and data on the bank account to which the funds shall be returned, if necessary (copy if the bank account card or agreement with the bank). Banking account shall be in an IBAN-form.
Except in person, the shares may be subscribed also via a proxy. In addition to identity card, when subscribing New Shares, proxy shall present a special Power of Attorney in Croatian, certified by a notary public. Text of the form for Power of Attorney shall be published on the Internet page of the Issuer prior to the commencement of the Subscription Period.
Investors – foreign legal persons shall present also the excerpt from the companies or other adequate registry for a legal person, not older than 30 days, and if such document does not contain evidence on representation powers, an additional evidence on representation powers, not older than 30 days.
Foreign documents shall be delivered translated by a certified court interpreter.
Should an Investor submit more than one Application Form, only the last received Application Form that meets all requirements of the Public Invitation will be considered valid, will all other previous Application Forms will be considered cancelled.
When subscribing the New Shares, each Investor should specify the following three offer parameters in the Application Form:
(hereinafter referred to as: "2nd Parameter");
∆ Minimum acceptable amount of New Shares for subscription (whole number), (hereinafter referred to as: "3rd Parameter").
The permitted value of the 1st Parameter for each single Investor shall be between HRK 800,000.00 and the product of (i) 2nd Parameter and (ii) the maximum amount of shares of this issue (12,500,000 New Shares). The permitted value of the 2nd for each single Investor must comply with the provision of Article 164 Paragraph 1 of the Companies Act, i.e. not less than HRK 20.00. The permitted value of the 3rd Parameter for each single Investor shall be between the division result of the 1st Parameter and 2nd Parameter.
All Investors participating in the subscription of New Shares shall have an account with SKDD or the custody account with SKDD not later than the day the nominal capital increase is recorded in the court registry and notify the Issuer thereon. Also, all Investors shall specify in the Application Form the number of their bank account with IBAN format to be used in the case of possible refund to the Investor.
In addition to the timely delivery of the Application Form, the condition for subscription of an individual Investor will be the timely payment by the Investor, all according to the conditions from this Information Memorandum All Investors who are not Institutional Investors (as defined by the Decision on nominal capital increase, Pubic Invitation and further in this Information Memorandum) shall pay the amount equal to the 1st Parameter specified in the Application Form before the expiry of the Subscription Period. If the amount that had been paid does not equal that amount, the payment will be considered valid, but the smaller of the two amounts will be considered as the 1st Parameter of the offer (1st Parameter specified in the Application Form or the amount paid), whereby the payments less than HRK 800,000.00 per Investor shall not be taken into account and such Investors shall be excluded from the offer process. As 3rd Parameter number of shares specified in the Application Form as a minimum acceptable quantity of New Shares for subscription shall continue to apply, and allocation of the New Shares shall be made based on that number. Pension funds, open investment funds with public offer, loan-offices and insurance companies (hereinafter referred to as: "Institutional Investors") shall make the payments at the determined Final Price for New Shares and the Allocation, in accordance with the payment instruction that shall be delivered to them not later than 20 October 2017.
The Investors shall make appropriate payments into a separate account number: IBAN HR9323600001300120445 (SWIFT ZABAHR2X) opened for the purposes of payment for the shares. Valid payments by Investors other than Institutional Investors shall be deemed to be exclusively payments received on the above account until 15:00 on 20 October 2017. Valid payments by Institutional Investors shall be deemed to be exclusively payments received on the above account until 10:00 on 24 October 2017.
Should an Investor make a payment through other institutions participating in the payment system, they should enquire with the institution with which they make the payment on the time necessary for funds to timely reach the stated account until the appropriate due dates for payment receipt, as stated above.
The procedure for determining the final amount for which individual New Shares will be issued (hereinafter referred to as: "Final Price") will be carried out according to the criteria determined by the Decision on nominal capital increase, i.e. according to the rules below (hereinafter: "Price determining principles"). The Final Price shall equal the maximum possible price for which the Issue success threshold has been met. More precisely:
The Final Price will be announced by the Management Board of the Issuer on 20 October 2017. The Final Price will be published on the website of the Issuer (www.duro-dakovic. com) and the website of the Zagreb Stock Exchange (www.zse.hr).
The procedure for determining the final allocation of New Shares to Investors will be carried out according to the criteria determined by the Decision on nominal capital increase, i.e. according to the rules below (hereinafter referred to as: "Allocation Principles").
Each investor with a valid offer, whose 2nd Parameter of the offer is lower than the Final Price, will be allocated zero New Shares.
To Investors with valid offers, whose 2nd Parameter of the offer is not lower than the Final Price, allocation will be carried out as follows:
If proportional reduction from Item b. is not possible, due to the possible violation of conditions of the same item, then the offer with the lowest Individual Demand will be excluded from the allocation, i.e. that Investor shall be allocated zero New Shares (if there are more such offers, the one that has the latest subscription date will be excluded.) The procedure from item c. shall be repeated successively, by excluding one by one offer from the allocation and by carrying out proportional reduction from item b. until the decidable allocation to the remaining Investors and fulfilment of all conditions from item b.
The Management Board will determine the successfulness of the New Share issue, based on the status of subscriptions and payments after the expiry of due date for the payment of New Shares on 24 October 2017.
If the subscription of New Shares in not successful, the Issuer shall return to the Investors the paid funds within eight business days following expiry of the final deadline for subscription and payment of New Shares, i.e. not later than 06 November 2017. In such case the Issuer shall not bear any payment system costs or pay interests to the Investors.
If the subscription of New Shares is successful, however if refund to certain Investors (funds paid in excess, surplus after allocation, funds paid prior to cancellation etc.) is necessary, the Issuer shall return to the Investors the paid funds within eight business days following expiry of deadline for determining the exact amount of nominal capital increase, i.e. not later than 06 November 2017. In such case the Issuer shall not bear any payment system costs or pay interests to the Investors.
If the nominal capital increase is not entered into the companies registry within 9 months as of the date of passing of the said Decision, the Application Form shall no longer bind the Investor and the Issuer shall return to the Investors the paid funds within eight business days following expiry of the said deadline. In such case the Issuer shall not bear any payment system costs or pay interests to the Investors.
Pursuant to the provisions of the Companies Act and the Issuer's Memorandum of Association, the New Shares shall upon entry in the companies registry of the competent commercial court give the same rights as the existing ordinary shares of the Issuer.
Based on the existing shares, shareholders execute their rights, being voting rights at the General Assembly of the Issuer, right to information on the company's operation, right to a dividend, right to a portion of the remainder of the liquidation assets, priority right in buying new company shares, i.e. management and voting rights which for ordinary shares arise from the provisions of the Companies Act.
Article 21 of the Memorandum of Association of the Issuer defines that each ordinary
share gives one vote in the General Assembly of the Issuer.
There are no restrictions on the free transferability of the New Shares. After the issue of the New Shares, the Issuer shall take all actions required for listing of all issued New Shares in the regular market of the Zagreb Stock Exchange, including the drafting of the prospectus related to listing of the New Shares. The Issuer does not guarantee that listing in the trade shall be approved by the competent body.
The Management Board believes that the present financial reports of the Company, its relevant references and the Company's reputation in the domestic and foreign markets point without doubt to the Company's development potential. The Management Board believes that it is necessary, within the framework of the thus far conducted Company restructuring and its effects, to complete the comprehensive capital increase process with a view to raising fresh capital and increasing competitiveness on the domestic and foreign markets. The planned capital increase process should continue the positive growth trends and increase the Company's competitiveness. The successful completion of the capital increase would create conditions for further development, new investments and conquering of new markets.
The proceeds from the capital increase process are planned to be used for the following purposes:
| USE OF PROCEEDS | % |
|---|---|
| Investment into working capital | 50% |
| CAPEX | 25% |
| Development of new products | 20% |
| Severance payments | 5% |
| Total | 100.0% |
Unless expressly specified otherwise, or unless otherwise results from the context where they are mentioned, terms below shall, for the purposes of this Information Memorandum, have the following meanings:
∆ term "ĐĐ Slobodna zona" shall mean the company SLOBODNA ZONA ĐURO ĐAKOVIĆ – SLAVONSKI BROD d.o.o.; having its registered seat in Slavonski Brod, Dr. Mile Budaka 1, PIN: 10882941608 (merged with the company ĐĐ Strojna obrada);
∆ terms "HRK", "kn" or "HRK" shall mean currency unit of the Republic of Croatia;
∆ term "Prospectus for listing" shall mean the prospectus for listing of the New Shares to the Regular market of the ZSE;
∆ term "HANFA" shall mean Hrvatska agencija za nadzor financijskih usluga (Croatian Financial Services Supervisory Agency), Zagreb, Miramarska 24b, PIN: 49376181407;
| By which I / we, | , | ||
|---|---|---|---|
| (name and surname/company of the giver of authority) | |||
| from | , | ||
| (place of residence/seat: address and street number, zip code, place, country) | |||
| PIN: | , (for natural persons) date, place and country of birth: | ||
| citizenship | , identification document number (identity card, passport): | ||
| , issued by , |
|||
| authorise , |
|||
| (name and surname of the authorised person) | |||
| from | , (address and street number, zip code, place, country) |
||
| PIN: | , | ||
to perform actions listed below in my/our own name and for my/our own account, according to the decision of the General assembly of the company Đuro Đaković Group Plc. Slavonski Brod, Dr. Mile Budaka 1, PIN: 58828286397 (hereinafter: Issuer), on nominal capital increase of the Issuer by cash contributions and by issuing New Shares with complete exclusion of priority rights from the existing shareholders in the course of subscription for New Shares, according to Article 308 Paragraph 4 of the Companies Act, by using exception from the obligation to previously publish a prospectus regarding the securities offer from Article 351 Paragraph 1 Item 3 of the Capital Market Act, from 22nd September 2017, and according to the Public invitation for subscription of New Shares of the Issuer, published on 6th October 2017:
In , on 2017 (place) (date)
[insert name and surname/company name in block capitals and signature of the giver of authority (including position of the signatory and seal if the giver of authority is a legal person), notarised signature]
The General Assembly of the company Đuro Đaković Group Plc. with the seat in Slavonski Brod, Dr. Mile Budaka 1, registered in the Court register of the Commercial court in Osijek, permanent attendance in Slavonski Brod under the register number 050002378, PIN: 58828286397 (hereinafter: "Issuer") reached on 22nd September 2017. the Decision on nominal capital increase of the Issuer by cash contributions and by issuing New Shares with complete exclusion of priority rights from the existing shareholders in the course of subscription for New Shares, according to Article 308 Paragraph 4 of the Companies Act, by using exception from the obligation to previously publish a prospectus regarding the securities offer from Article 351 Paragraph 1 Item 3 of the Capital Market Act (hereinafter: "Decision on nominal capital increase"). By the decision on nominal capital increase the nominal capital of the Issuer is increased from the amount of 203.064.600 HRK for the amount of 250.000.000, to the amount of 453.064.600 HRK. The nominal capital increase of the Issue will be carried out by cash contributions by issuing 12.500.000 new ordinary shares at the most, each with the nominal value of 20,00 HRK (hereinafter: "New Shares").
New Shares can be issued for the amount bigger than the part of the nominal capital that refers to them. In the sense of Article 304 Paragraph 3 of the applicable Companies Act, New Shares will not be issued for the amount smaller than the one defined by the provision of Article 164 Paragraph 2 of the applicable Companies Act, i.e. of the nominal value of each share of 20,00 HRK.
The issue will be considered successful if all of the 12.500.000 New Shares have been properly subscribed and paid for within the specified time limits for subscription and payment (hereinafter: "Success Threshold").
Pursuant to Article 351, paragraph 1, item 3 of the applicable Capital Market Act, there is no obligation for publishing a prospectus, since the offer of New Shares refers to investors who will pay at least 800.000,00 HRK for New Shares per investor, for each individual offer. Therefore the Issuer will not publish the prospectus prior to the New Share offer implementation. On 6th October 2017 the Issuer announced public invitation for subscription of New Shares (hereinafter: "Public invitation") in which subscription and payment conditions for New Shares are specified. Additional information on the Issuer, New Shares and the procedure of subscription for New Shares is available in the Decision on nominal capital increase and the Information memorandum regarding New Share issue. The Information memorandum and the Decision on nominal capital increase are available on the website of the Zagreb Stock Exchange Ltd. (www.zse.hr) and on the Issuer's website (www.duro-dakovic.com).
Final price for New Shares ("Final Price") will be equal to the highest price for which Success Threshold of the issue has been met, and will be determined according to the criteria defined in the Decision on nominal capital increase and in the Public invitation. Final price will be determined and announced by the Management Board of the Issuer on 20th October 2017. Final price will be announced on the Issuer's web page (www.duro-dakovic.com) and ZSE web page (www.zse.hr).
The subscription of New Shares will be carried out in one round, in which all investors, who will each pay the amount of at least 800.000,00 HRK for the subscribed New Shares, for each individual offer, will have the right for subscription (hereinafter: "Investors").
| Issuer: | ĐURO ĐAKOVIĆ GROUP Plc. |
|---|---|
| Total number of New Shares offered: | 12.500.000 |
| Nominal value of a New Share: | 20,00 HRK |
| Value for which a New Share is issued, i.e. Final Price: | Highest possible price for which Success threshold for this issue is met, which will be set according to the criteria defined in the Decision on nominal capital increase and in the Public invitation |
| Beginning of the Subscription period: | 9th October 2017, 9:00 (9 a.m.) |
| End of the Subscription period: | 20th October 2017, 14:00 (2 p.m.) |
| Deadline for the receipt of payment for New Shares for all Investors except Institutional investors* : |
20th October 2017, 15:00 (3 p.m.) |
| Announcement of the Final Price: | 20th October 2017 |
| Delivery of payment instructions for Institutional investors* : |
20th October 2017 |
| Deadline for the receipt of payment for New Shares for Institutional investors* : |
24th October 2017, 10:00 (10 a.m.) |
| Bank account for the payment of New Shares: | IBAN HR9323600001300120445 (SWIFT ZABAHR2X) |
*as defined by the Decision on nominal capital increase and Public invitation: pension funds, open-end investment funds with public offering, credit institutions and insurance companies
| Name (legal persons) / Name and surname (natural persons): | |
|---|---|
| Seat address (legal persons) / Residence address (natural persons): | |
| PIN: | |
| Name and surname of the legal representative (for legal persons): | |
| Name and surname of the authorised person: | |
| Contact (list at least one preferred): | |
| Address: | |
| Telephone: | |
| Mobile: | |
| e-mail: | |
| Account number for refund (IBAN): | |
Maximum acceptable amount of money for the subscription of New Shares (in HRK):
Permissible value: between 800.000,00 HRK and the result of multiplying (i) the 2. Parameter (ii) with the maximum amount of shares in this issue (12.500.000 New Shares)
Maximum acceptable subscription price per New Share (in HRK):
Permissible value: not lower than 20,00 HRK
Minimum acceptable amount of New Shares for subscription (whole number):
Permissible value: between zero and the result of dividing the 1. Parameter with the 2. Parameter
The successfulness of the New Share issue will be determined according to the status of subscriptions and payments after the expiry of the deadline for the payment of New Shares and will be published on the website of the Zagreb Stock Exchange (www.zse.hr) and on the Issuer's website (www.duro-dakovic.com) on 24th October 2017.
If the nominal capital increase is not registered in the court register within 9 months from the day on which the above Decision on nominal capital increase was reached, the Subscription form will no longer oblige the Investor, and within 8 business days after the expiry of the specified deadline the Issuer will refund the money to the Investors. In that case, the Issuer will neither bear the costs of payment transactions, nor pay any interests to the Investors.
By completing and signing this Subscription form, the Investor states that he is familiar with the Issuer's Statute, the Decision on nominal capital increase and the Public invitation and agrees to subscribe and pay for New Shares under subscription and payment conditions specified in the Decision on nominal capital increase and in the Public invitation, which he fully accepts.
The investor states that all the information in the Subscription form is correct.
The Investor agrees that the Central depository and clearing company Ltd. and the Issuer can exchange all information contained in this Subscription form, as well as information about the securities account with CDCC Ltd. for the purposes of acquiring New Shares by the Investor.
For all legal relationships that can arise in connection with the Subscription form the law of the Republic of Croatia shall apply.
This Subscription Form has been drawn up in three identical copies of equivalent validity, two to be kept by the Issuer and one to be kept by the Investor. In case that the Subscription form has been completed and signed on the basis of the power of attorney, the original power of attorney is kept by the Issuer.
In , on 2017 (place) (date) (Investor)
The Issuer hereby acknowledges receipt of this Subscription form on 2017 at .
(Issuer)
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