Notice on issuing a bid for MIRNA d.d. joint stock company takeover
Pursuant to the provisions of Article 9, Act on the Takeover of Joint Stock Companies (Official Gazette no. 109/07, 36/09, 108/12, 90/13 - Resolution USRH no: U-I-4469/2008 and other, 99/13 - Resolution USRH no: U-I-2470/2010 and other, 148/13, hereinafter: "Act"), Podravka informs you that on 26th August 2014 on public auctions held via trading systems of the Zagreb Stock Exchange it acquired 198,209 regular shares of the issuer MIRNA Business system for catch, processing and trade of fish and fish products, Rovinj, Giordano Paliaga 8, registered with the Commercial Court in Rijeka - permanent post in Pazin, MBS: 040031749, OIB: 15761637292 (hereinafter: "Target Company"), with the label MRNA-R-A, of individual nominal value of HRK 100.00 (in print: a hundred kunas), providing in total 198,209 votes at the General Assembly of the Target Company, which represents 53.85% of total votes at the General Assembly of the Target Company, i.e. 53.85% of the base capital of the Target Company. The shares in question have been transferred to Podravka's account, held at the Central Depository & Clearing Company. Total base capital of the Target Company is HRK 36,804,000.00 and it is divided to 368,040 regular shares that are appointed to one name, and a nominal value of one share is HRK 100.00, while the security label is MRNA-R-A.
Acquiring the shares of the Target Company, which provide the right to more than 25% of all the shares of the Target Company which give the right to vote, pursuant to Article 9, paragraph 1 of the Act, this has created for Podravka a need to issue a takeover bid. Pursuant to Article 9, paragraph 3 of the Act, Podravka hereby informs the Croatian Financial Services Supervisory Agency, the Zagreb Stock Exchange and the Target Company of this obligation to issue a bid to take over the shares of the Target Company. The Bidder is not working with any legal or natural person.
Pursuant to the Act, within the proscribed time frame Podravka will file a request to the Croatian Financial Services Supervisory Agency to approve the bid for taking over the Target Company and it will also publish the bid for shares takeover.
Information on principal businesses and basic data on business operations and financial position of the bidder have been described as follows.
Podravka is in the business of production and sale of food products with registered brands and is one of the leading food companies in the region.
The bidder emphasizes that the audited consolidated and nonconsolidated financial reports for the year 2013 have been published at official web-sites of the Zagreb Stock Exchange (www.zse.hr), together with the audited consolidated and nonconsolidated financial reports for the year 2012. Shown below are the data from audited consolidated financial reports for years 2012 and 2013.
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Profit and loss account |
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2012 |
2013 |
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Operating revenue |
3,700,062.2 |
3,693,549.7 |
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1. Sales revenue |
3,626,666.3 |
3,626,011.4 |
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2. Other operating revenues |
73,395.9 |
67,538.3 |
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Operating expenses |
3,602,375.0 |
3,558,262.0 |
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1. Changes in value of work in progress and finished products |
51,503.6 |
12,135.7 |
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2. Material costs |
2,305,898.7 |
2,293,685.4 |
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3. Staff costs |
720,698.3 |
666,284.0 |
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4. Depreciation |
153,690.0 |
148,302.6 |
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5. Other costs |
249,529.8 |
263,616.3 |
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6. Impairment |
51,107.3 |
66,752.3 |
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7. Provisions |
15,573.3 |
2,690.7 |
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8. Other operating costs |
54,374.1 |
104,795.1 |
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Financial income |
38,065.4 |
44,187.0 |
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Financial expenses |
105,638.9 |
109,651.8 |
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Profit or loss for the period |
-15,456.0 |
68,376.9 |
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Appendix to Profit and loss account |
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Profit or loss for the period |
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|
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1. Attributed to equity holders of parent company |
-14,101.9 |
66,600.8 |
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2. Attributed to minority interest |
-1,354.2 |
1,776.2 |
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Statement of other comprehensive income |
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Profit or loss for the period |
-15,456.0 |
68,376.9 |
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Other comprehensive income/loss before tax |
13,639.2 |
-6,138.0 |
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Comprehensive income or loss for the period |
-1,816.9 |
62,239.0 |
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Appendix to Statement of other comprehensive
income |
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Comprehensive income or loss for the period |
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|
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1. Attributed to equity holders of parent company |
-491.9 |
60,226.0 |
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2. Attributed to minority interest |
-1,325.0 |
2,013.0 |
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Balance sheet |
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2012 |
2013 |
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Long-term assets |
1,721,144.0 |
1,517,762.2 |
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Intangible assets |
279,641.8 |
244,319.1 |
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Tangible assets |
1,400,738.8 |
1,218,263.6 |
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Long-term financial assets |
5,343.4 |
5,606.4 |
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Deferred tax assets |
35,420.0 |
49,573.0 |
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|
Short-term assets |
1,881,578.7 |
1,923,619.9 |
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|
Inventories |
695,533.1 |
727,970.0 |
|
|
Receivables |
1,062,608.4 |
1,009,434.9 |
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|
Short-term financial assets |
5,229.6 |
6,753.9 |
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Cash at bank and in cashier |
118,207.5 |
179,461.0 |
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Prepaid expenses and accrued revenue |
14,949.6 |
16,774.4 |
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Total assets |
3,617,672.3 |
3,458,156.5 |
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Off-balance records |
858,816.7 |
940,027.3 |
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Capital and reserves |
1,627,791.4 |
1,691,388.1 |
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|
Provisions |
46,777.8 |
49,280.0 |
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Long-term liabilities |
733,553.1 |
578,448.4 |
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|
Short-term liabilities |
1,106,272.0 |
1,041,986.1 |
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|
Deferred settlements of charges and income deferred to future |
103,278.0 |
97,054.0 |
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|
Total capital and reserves |
3,617,672.3 |
3,458,156.5 |
|
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Off-balance records |
858,816.7 |
940,027.3 |
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Appendix to the Balance
sheet |
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Capital and reserves |
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|
1. Attributed to equity holders of parent company |
1,595,764.5 |
1,657,348.3 |
|
|
2. Attributed to minority interest |
32,026.9 |
34,039.8 |
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|
Statement of cash flows |
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|
|
2012 |
2013 |
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Cash flow from operating activities |
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Net increase in cash flow from operating activities |
248,333.0 |
291,812.4 |
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Cash flow from investing activities |
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Net decrease in cash flow from investing activities |
84,302.0 |
95,555.1 |
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Cash flow from financial activities |
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Net decrease in cash flow from financial activities |
191,783.3 |
135,004.2 |
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|
|
|
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Cash and cash equivalents at the beginning of the period |
145,959.8 |
118,207.5 |
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Increase of cash and cash equivalents |
- |
61,253.5 |
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Decrease of cash and cash equivalents |
27,752.3 |
- |
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Cash and cash equivalents at the end of the period |
118,207.5 |
179,461.0 |
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Statement
of changes in shareholder's equity |
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As at 1.1.2012 |
As at 31.12.2012 |
As at 1.1.2013 |
As at 31.12.2013 |
|
Share capital |
1,582,966 |
1,584,862 |
1,584,862 |
1,062,329 |
|
Reserve for treasury shares |
21,762 |
21,762 |
21,762 |
21,762 |
|
Legal reserves |
18,325 |
18,325 |
18,325 |
11,474 |
|
Reinvested profit reserve |
- |
50,000 |
50,000 |
136,075 |
|
Statutory reserves |
30,707 |
35,244 |
35,244 |
39,294 |
|
Other reserves |
34,561 |
48,172 |
48,172 |
40,715 |
|
Retained earnings/(Accumulated losses) |
(93,961) |
(162,600) |
(162,600) |
345,701 |
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Total |
1,594,360 |
1,595,765 |
1,595,765 |
1,657,350 |
|
Non-controlling interests |
34,787 |
32,027 |
32,027 |
34,040 |
|
Total |
1,629,147 |
1,627,792 |
1,627,792 |
1,691,390 |
This notice will be delivered to the Zagreb Stock Exchange and the Croatian Financial Services Supervisory Agency, and it will also be published in the next issue of the Official Gazette.
Pursuant to Article 11, paragraph 2 of the Law, after this notice is published via Zagreb Stock Exchange, the Target Company is obligatory, without any delay, to notify the representatives of workers, or if they are absent, the workers themselves, on the contents of this notice.
