Croatia: Agrokor's Administration Proceedings Are Entering The Final Stage

Last Updated: 15 March 2019
Article by Miriam Simsa and Vice Mandarić

After almost two years, the extraordinary administration proceedings over Agrokor and 77 of its Croatian group companies is entering its final stage.

On 1 March 2019, the Commercial Court in Zagreb followed the motion of extraordinary commissioner Fabris Perusko to announce 1 April 2019 as the so-called Implementation Commencement Date (the "ICD"). On the ICD, the settlement plan which became binding on 18 October 2018 will be implemented. During the implementation, Agrokor will no longer operate its business, which instead will be transferred to a recently incorporated Croatian joint stock company, currently named AISLE HoldCo d.d.

While most of the well-known consumer brands will survive, the new holding company will no longer be named Agrokor but will be renamed Fortenova Grupa d.d. ("Fortenova"). Fortenova will be structured as a joint stock company, with nine directors and three executive directors, with the CEO being a member of both bodies. For the time being, Mr Perusko will be CEO and Irena Weber, currently the deputy extraordinary commissioner, will stay on as COO. There has been no word on who will act as CFO.

Fortenova is owned by Aisle Dutch HoldCo ("HoldCo"), which is in turn owned by Aisle Dutch TopCo ("TopCo"), both incorporated as Dutch BVs. TopCo will be ultimately owned by Aisle STAK ("STAK"), a Dutch stichting. The beneficial owners of STAK and therefore of Fortenova will be the former creditors of the Agrokor group. The purpose of this structure is to separate legal and beneficial ownership in the Fortenova group.

Already last year Fortenova started to incorporate Croatian limited liability companies that will serve as the new operational companies. These operational companies will be named after the existing subsidiaries of Agrokor, but with an added "plus", e.g. "Konzum plus". The aim is to mirror the existing structure as far as possible.

Conversion of creditors' claims

On the ICD, the claims of Agrokor's pre-petition creditors and its non-viable subsidiaries will be assigned automatically under the settlement to TopCo. As consideration for the assignment of pre-petition claims, creditors will receive a combination of two instruments issued by the Dutch holding companies consisting of new equity and structurally subordinated convertible bonds. Each creditor will be awarded depositary receipts from STAK, which holds all the shares in TopCo. The depositary receipts and convertible bonds are stapled together, thereby preventing the transfer of convertible bonds and depositary receipts independently.

Transfer of assets

TopCo will transfer the claims against the Agrokor group to Fortenova or the relevant subsidiary of Fortenova, e.g. claims against the Konzum d.d. will be transferred to the new Konzum entity, Konzum plus. Due to this transfer, TopCo has a claim against the relevant subsidiary, e.g. Konzum plus, which can later be used to upstream cash efficiently.

Fortenova and its subsidiaries will acquire all viable assets of the Agrokor group, using the claims against the Agrokor group as consideration.

The shares in the 32 existing viable Croatian subsidiaries of Agrokor will be transferred to Fortenova. The shares in the 82 foreign subsidiaries, such as Mercator and Idea, will be transferred by way of share or asset transfers under the relevant local law.

Non-viable Croatian subsidiaries will not be transferred, but these 45 companies, including Konzum d.o.o., Ledo d.o.o. and Jamnica d.o.o., will transfer their assets to the relevant newly incorporated mirror subsidiary of Fortenova.

The list of assets to be transferred, which is over 4,500 pages, is part of the settlement, but it is expected that further actions will be required. For this reason, the settlement stipulates that any assets not specifically listed also transfer and that each Agrokor subsidiary is obligated to give any additional statements and consents or to perform additional actions for the transfer to be executed.

The transfer of shares and assets shall, where possible, take effect on 1 April 2019. Between now and 1 April 2019, Agrokor and Fortenova are preparing the transfer off all assets, and Fortenova is also working on setting up the operational infrastructure to operate Agrokor's business. Given the sheer size of Agrokor's operations (some 50,000 employees will be transferred to Fortenova) this will be a very challenging task.

Once a company has transferred its assets, the remaining company will be merged into Agrokor d.d. After all companies have been merged, Agrokor d.d., once the second-biggest retailer in Southeast Europe, will be dissolved and deleted from the register 30 years after its incorporation. This will mark the end of one of the most complicated and contentious restructurings in the region.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Mondaq Free Registration
Gain access to Mondaq global archive of over 375,000 articles covering 200 countries with a personalised News Alert and automatic login on this device.
Mondaq News Alert (some suggested topics and region)
Select Topics
Registration (please scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions