Hanfa Board Meeting: Tankerska plovidba obtains approval for the takeover bid relating to Turisthotel stock
Published on 10 March 2023
The Board of the Croatian Financial Services Supervisory Agency (Hanfa) adopted a decision at today’s meeting granting approval to the company Tankerska plovidba to publish a bid referring to the takeover of the company Turisthotel. The price Tankerska plovidba undertakes to pay within the framework of the takeover bid amounts to EUR 610.53 per each ordinary share of Turisthotel.
The average price of Turisthotel stock in the last three months prior to the obligation to publish the takeover bid stood at EUR 581.59; therefore, the price offered in the bid complies with the Act on the Takeover of Joint-Stock Companies. Hanfa has also received evidence showing that Tankerska plovidba has allocated funds for acquiring additional Turisthotel shares from all shareholders who express their interest in selling their shares at the price indicated during the bid.
The obligation to make a bid to all the shareholders arose on 18 January 2023, when Tankerska plovidba concluded agreements with individual small shareholders, acquiring more than 53,000 ordinary shares, or a 14.61% holding, and increasing its holding in the initial capital to 39.34% of Turisthotel.
Within the process of determining the maximum stock price, Tankerska plovidba, Turisthotel and the adviser (the investment firm Interkapital vrijednosni papiri) were invited to submit their statements for the purpose of establishing facts related to the consideration that was the subject matter of the last share purchase agreements concluded between the contracting parties. More specifically, Hanfa requested information as to if, when and under which conditions certain shareholders were offered, apart from the agreed sale price, any consideration for Turisthotel shares; what the type of that consideration was (cash, securities or something else); if the consideration consisted of securities – who they were offered to, whether the negotiations resulted in an agreement/contract, when it was concluded and what it contained, and whether the securities have already been or are to be issued.
The statements have shown that compensation proposals were made, but were not accepted by certain shareholders in the end, nor were any individual additional agreements or contracts regulating this issue concluded with these shareholders. Checks of transactions on accounts opened with credit institutions have proved that no other sums apart from EUR 610.53 per share (the purchase price) were paid to the sellers as additional consideration. In addition, further interpretation of the provisions of purchase agreements concluded with certain shareholders has shown that the deadline for Turisthotel’s dividend payment has passed, leaving the sellers with no additional consideration on that basis, which would have put them in a more favourable position compared to other shareholders receiving the takeover bid.
As a result, the examination process has proved that the price offered in the takeover bid will put all the shareholders in an equal position. At the moment the bid is published, all the remaining shareholders will make their own investment decision whether they want to accept the bid made by Tankerska plovidba or remain shareholders of Turisthotel.
Given that Turisthotel has reported a suspicion of disclosure of inside information via electronic messages, Hanfa is carrying out an additional inspection within the scope of its powers to establish whether these messages contained inside information as defined by the Market Abuse Regulation and whether any actions taken with respect to such information led to an infringement of the Regulation. This procedure will have no impact on the implementation of the Turisthotel takeover bid.
Taking account of the public communication between representatives of Turisthotel and Tankerska plovidba so far, Hanfa has sent letters to both of the companies inviting them to comply with the provisions of the Act on the Takeover of Joint-Stock Companies relating to the public expression of comments and opinions during the takeover bid, in order to enable all other investors to make their own sensible investment decisions.
All Hanfa’s decisions adopted at today’s meeting are available here.