Announcement of takeover intention


Pursuant to Art. 24 of the Acquisition Act (NN RS [Slovenian National Gazette], issue 79/06, as amended; hereinafter “ZPre-1”) this is to advise that the Agrokor Group for the Management of Companies, Production and Trade with Agricultural Products, Joint Stock Company, Trg Dražena Petrovića 3, Zagreb, Republic of Croatia (hereinafter: “AGROKOR d.d.” or the “Acquisitor”) intends to make a takeover offering to  purchase all ordinary, freely transferable regular shares of the issuer POSLOVNI SISTEM MERCATOR d.d., with registered seat in: Ljubljana, 107 Dunajska cesta, 1000 Ljubljana (hereafter “MERCATOR d.d.” or “Target Company”) that are not held by the Acquisitor.

MERCATOR, d.d. is the issuer of 3.765.361 freely transferable ordinary shares (hereinafter: “Target Company Shares”). All Target Company Shares were issued in non-materialized form and are registered at the central securities registry with the Central Depository and Clearing Company, Inc., Ljubljana, designated MERL. The Target Company Shares are traded in the First quotation of the Ljubljana Stock Exchange, Inc. , Ljubljana.

With regards to the planned takeover offering for the Target Company Shares, Agrokor Investment B.V., Ltd., established and operating under Dutch laws, with registered seat in Amsterdam, Netherlands, 200 Prins Bernhardplein, 1097 JB, Amsterdam, Netherlands (hereinafter “Agrokor Investments”) is defined as an entity that, pursuant to the stipulations of article 8 of ZPre-1, acts together with AGROKOR d.d. as Acquisitor, but Agrokor Investments is not the acquisitor with regards to the takeover offering.

As at the day the takeover intention is made public, the Acquisitor is the holder of 2.000.278 Target Company Shares, accounting for 53,12% of all Target Company Shares. However, Agrokor Investments is not a holder of Target Company Shares as at that day. The intended takeover offer by AGROKOR d.d. for Target Company Shares is thus related to 3.765.361 Target Company Shares, reduced by 2.000.278 Target Company Shares already held by the Acquisitor, specifically the remaining 1.765.083  Target Company Shares. 

The takeover intention has been announced by the Acquisitor, pursuant to Art. 24 of ZPre-1, to the Securities Market Agency, the Public Market Competition Agency of the Republic of Slovenia, the Management Board of MERCATOR d.d., worker representatives and employees of MERCATOR d.d. and the Acquisitor has arranged for a takeover announcement to be published in the Finance newspaper on July 2nd, 2014.

The Acquisitor will, not later than 30 days and not sooner than 10 days after the announcement of the takeover intention, publish an offer to acquire all shares of MERCATOR, d.d. that are currently not held by the Acquisitor.

For Target Company Shares that will be the subject of the takeover offering the Acquisitor intends to offer the full price in cash. The price that the Acquisitor intends to offer for a single Target Company Share, that will be the subject of the takeover offering, amounts to EUR 86.00.

Activities related to the takeover will be run on behalf and for the account of the Acquisitor by the Brokerage Company ALTA invest, investicijske storitve, d.d., 18 Železna cesta, 1000 Ljubljana.

In Zagreb, July 1st, 2014


Ivica Todorić
President of the Management Board