ZAGREB, May 26, 2018 – The emergency administration of the ailing Agrokor food and retail conglomerate has published on its website a draft settlement agreement in the process of emergency administration which envisages the establishment of a new company to be owned by Agrokor’s creditors.
The emergency administration says in a statement that the draft settlement agreement is a document elaborating in detail the Term Sheet containing the key structural elements of the settlement signed on 10 April 2018 by all members of the Temporary Creditors’ Council, representatives of the Suppliers’ Association and a representative of VTB, and also comprises the indications of the in-principle-agreement achieved in the discussions which continued after that date.
“The Draft Settlement Agreement consists of two parts: the preparatory basis, setting out the goals and mechanisms of the settlement, and the implementation plan, which regulates all procedures regulating the compensation of the creditors and their legal status as well as the activities and steps required in the course of the implementation of the Settlement Agreement,” says the statement.
“The document in whole constitutes a detailed overview of the respective positions of the companies subject to the Extraordinary Administration Procedure, the reasons for introducing the procedure and all steps taken over the course of the procedure in order to prepare and adopt a settlement agreement among the creditors. The document also contains an elaborate breakdown of the corporate structure of the new Agrokor Group, the treatment and form of recovery of pre-petition creditors’ claims, the breakdown of the new debt of the new Agrokor Group and its capital structure as well as other details related to the settlement implementation,” reads the statement on Agrokor’s website.
Next week Agrokor’s creditors will continue working on the draft settlement agreement at direct mutual talks, with participation by the emergency administration and consultants, the statement said.
“The work on the pertaining documentation stated in the Draft Settlement Agreement, which will be a constituent part of the final version of the Agreement, is also under way, with the final wording first to be voted upon by the Creditors’ Council and then by all of Agrokor’s creditors as well.”
According to documents published on Agrokor’s website, the process of restructuring and implementation of the settlement plan will be conducted through a so-called orphan structure, namely companies that will be taken over by creditors as part of the settlement plan. A new company, the Dutch-based Aisle Dutch TopCo, will be established as an umbrella holding company by the Dutch administrative foundation Aisle STAK, to be established for that purpose.
The creditors will assign their claims covered by the draft settlement plan to Aisle Dutch TopCo in exchange for convertible bonds issued by Aisle Dutch TopCo and depositary receipts issued by Aisle STAK for shares to be issued by Aisle Dutch TopCo, and to be held by Aisle STAK. The new group will thus be owned by the creditors.
After the settlement, Agrokor Group will have to be removed from the trade register.
The cost of the emergency administration procedure is estimated at 84 million euro, including court fees and costs incurred in relation to the emergency administration procedure, including consultancy.
The final exact cost of the emergency administration procedure will be possible to determine or estimate only upon the completion of the procedure.
