16.9.2014

Public invitation to express interest in acquisition of a majority stake in Žito, d.d.

Ljubljana, 16 September 2014

Javno vabilo - Žito, d. d.

  1. Modra zavarovalnica, d.d., Dunajska cesta 119, Ljubljana (hereinafter »Modra zavarovalnica«),
  2. Slovenski državni holding d.d., Mala ulica 5, Ljubljana (hereinafter »SDH«),
  3. KD Skladi, družba za upravljanje, d.o.o., Dunajska cesta 63, 1000 Ljubljana, in its own name and for the account of subfunds of KD Umbrella fund: KD Galileo, mixed flexible fund, KD Rastko, European equity investment fund, in KD Dividendni, equity investment fund (hereinafter »KD Funds«),
  4. Adriatic Slovenica, d.d., in its own name and for the account of cover assets, Ljubljanska cesta 3 A, 6000 Koper (hereinafter »Adriatic Slovenica«),
  5. KD Kapital finančna družba, d.o.o., Dunajska cesta 63, Ljubljana (hereinafter »KD Kapital«), and
  6. NLB Skladi, upravljanje premoženja, d.o.o. Ljubljana in its own name and for the account of subfund NLB Skladi -Slovenija delniški, Trg republike 3, Ljubljana (hereinafter »NLB Funds«)

together referred as the »Selling Consortium« hereby announce the following tender:

 

Selling Consortium and Subject of Sale:

 

The Selling Consortium and their respective shares in Žito, d.d., Šmartinska cesta 154, 1000 Ljubljana (hereinafter referred to as »Žito« or the »Company«) are listed in the table below.

 

The subject of the sale is 51,55% of the total shares of Žito as held by each member of the Selling Consortium (hereinafter referred to as the »Sale Shares«) as follows:

 

Member of Selling Consortium

Number of shares held

% of total shares of Žito

Modra zavarovalnica

53,268

14.97%

SDH

43,636

12.26%

KD Kapital

31,740

8.92%

Adriatic Slovenica

2,417

0.68%

KD Dividendni, equity investment fund

12,558

3.53%

KD Galileo, mixed flexible fund

18,235

5.13%

KD Rastko, European equity investment fund

13,401

3.77%

NLB FUNDS

8.131

2,29%

TOTAL:

183,386

51,55%

 

Žito is one of the largest food producers in Slovenia and Southeastern Europe and is a public company listed on the Ljubljana Stock Exchange. The Company manufactures a wide range of products in the bakery, confectionery, milled products, frozen foods, candy, chewing gum, chocolate, pastry, pasta, spices, tea and rice segments. Žito has a portfolio of leading brands (e.g. Žito, 1001 Cvet, Gorenjka, Šumi, Maestro and Zlato Polje) that hold leading market positions in Slovenia and which are well-known in the markets of the former Yugoslavia.

 

Further information regarding the Company is available on Žito’s webpage: www.zito.si.

 

Overview of the Sales Process:

 

The sales process will be run as a two-round process with the submission of indicative offers in Phase I  and the submission of binding offers in Phase II following due diligence of Žito.

 

A summary briefing document regarding Žito and containing further information on, and immediate next steps related to, the envisioned sales process for the Sale Shares (the »Teaser«) is available upon request together with a confidentiality agreement (»CA«) from the representatives of the financial advisers of the Selling Consortium listed below.

 

Upon signing the CA, interested parties will receive an information memorandum containing more detailed information on the Company as a basis for preparing indicative offers as well as a process letter containing, inter alia, the required content of indicative offers, the procedures for submitting indicative offers and the selection criteria for admission to the Phase II of the sales process as well as other relevant process-related information for the  Phase I of the sales process.

 

The deadline for the submission of indicative offers by interested parties is not later than 14.00 Central European Time on 31 October, 2014.

 

Upon review and evaluation of indicative offers received, the Selling Consortium may invite selected bidders to participate in the Phase II of the sales process.

 

In the Phase II of the sales process, selected bidders will be invited to conduct due diligence on the Company before submitting binding offers. Prior to the start of the Phase II of the sales process, selected bidders will receive a second process letter containing, inter alia, information on the due diligence process, the deadline for binding offers, the required content of binding offers, the procedures for submitting binding offers and the selection criteria for the winning bidder as well as other relevant process-related information for the  Phase II of the sales process.

 

Interested parties are hereby invited to express their written interest (in English) in participating in the aforementioned sales process for the Sale Shares by requesting the Teaser and CA (preferably by email) from the financial advisers of the Selling Consortium using the contact information provided below.

 

Additional Information on the Sales Process:

 

Both domestic and foreign legal entities and natural persons may participate in the sales process.

 

The opening, review and evaluation of both the indicative offers and the binding offers will not be public.

 

The Selling Consortium reserves the right to, at any time and without stating a reason therefore, neither accept any indicative offers or binding offers received, nor to select any of the bidders to continue with the sales process, nor to continue the sales process. The Selling Consortium further reserves the right to restrict the number of bidders invited to participate in the  Phase II of the sales process and to conduct negotiations with individual bidders. The Selling Consortium also reserves the right to alter the timing of the sales process, including (but not limited to) prolonging the deadline for the submission of indicative offers and/or binding offers, to amend the terms of the sales process or to discontinue the sale process at any time.

 

Additionally, the Selling Consortium may ask individual bidders to submit information missing from their indicative offers and/or binding offers and/or to provide additional information related to, or clarifying, certain elements of their indicative offers and/or binding offers.

 

Each bidders will bear all costs of its investigation and evaluation of the Company including the fees and disbursements of its representatives, whether its offer is accepted or rejected for any or no reason, and under no circumstances shall the Selling Consortium, the Company or any of their advisers be obliged to reimburse any bidder for any such cost.

 

Financial Advisers and Contact Information:

 

Erste Group Bank AG (»Erste«) and P&S CAPITAL Ltd. (»P&S«) are acting as exclusive financial advisers to the Selling Consortium in relation to the sales process for the Sale Shares.

 

Interested parties should direct all inquiries regarding this public invitation and the sales process described herein (including all requests for the Teaser and CA) to the following individuals:

 

Kevin Brereton

Stevan Radak

Director

Erste Group Bank AG

Head of Investment Banking Western Balkans

Erste Bank a.d. Novi Sad

 

Tel.:    + 43 (0)5 0100 17920

Email: kevin.brereton@erstegroup.com

 

Tel.:    +381 (0)11 220 9180

Email: stevan.radak@erstebank.rs

 

Additional Information:

 

This public invitation was prepared exclusively in order to inform potential bidders of the opportunity to express their interest in the sales process for the Sale Shares and does not in any way oblige the Selling Consortium to conclude any kind of agreement on the sale of the Sale Shares with any bidder.

 

The distribution of this invitation and other information referred to herein may be restricted by law in certain jurisdictions and recipients should inform themselves about, and observe any applicable legal or regulatory requirements relating to, the distribution or possession of this invitation. Any failure to comply with these restrictions may constitute a violation of the securities or other laws of any such jurisdiction. Neither the Selling Consortium, nor the Selling Consortium’s financial advisers, nor Žito d.d., nor their or their affiliates’ respective directors, officers or agents, accept any liability to any person in relation to the distribution or possession of this invitation in any jurisdiction. This invitation does not constitute an offer to sell or a solicitation of an offer to subscribe for or purchase any securities by any person in any jurisdiction or an inducement to enter into any investment activity. This public invitation is not an advertisement for the purposes of the Directive 2003/71/EC. This invitation, any relationship between the parties formed upon it and the conduct of the procedure of the sales process for the Sale Shares shall be governed by, and construed in accordance with, Slovenian law. The competent court in Ljubljana shall have exclusive jurisdiction over any disputes arising under, or in connection with, the foregoing.