TA Advisory FZ LLC: Main Fortenova Group Equityholder Alleges Management Actions Enable Open Pass to Gain Absolute Ownership Control Over the Company

Court in Amsterdam will rule on the injunction to prevent sale of company on June 27

Saif Jaffair Markhan Alketbi, principal equityholder, believes that the court will protect his interests as the largest single owner and investor from attempts to take over the company.

AMSTERDAM–(BUSINESS WIRE)–#agrokor–H.E. Saif Jaffair Markhan Alketbi indirectly owns 43.41 percent in Fortenova Group and is taking legal action to protect his interests in Fortenova Group following the initiation of proceedings to sell all valuable assets of the group by selling one of the holding companies down the ownership chain.

For this reason, an application for a number of reliefs was filed with the court in Amsterdam last week to prevent the attempt to sell the whole company to one of the shareholders. Yesterday, the court rejected one of the reliefs that Fortenova said was the most urgent to decide on. The court’s decision on all the rest of the reliefs is expected on June 27, 2023.

Mr Alketbi is advised by lawyers TA Advisory in Dubai, as well as legal counsel in other jurisdictions.

H.E. Saif Jaffair Markhan Alketbi said:

“Fortenova Group’s management constantly twists the facts in favor of one of the company’s co-owners and previously even allowed voting for changes to the company’s charter in favor of one co-owner, the Open Pass company.

As we have argued in court, Fortenova Group and its management have illegitimately and cynically taken advantage of SBK- ART’s temporary status as a sanctioned entity. They used the fact that SBK – ART could not exercise its vote as Fortenova’s biggest equity holder to change the company’s articles of association earlier this year. This benefited the second largest stakeholder, Open Pass, and effectively gave it full control. A Dutch court (the Enterprise Chamber) expressly called these changes “questionable”.

In April this year, Fortenova and its management (including people related to Open Pass) started an unnecessary distressed sale process of the entire business. They initiated the collection of tender offers with very short deadlines, and created the impression that potential purchasers will somehow have a big problem dealing with Fortenova’s EUR 1bn debt. In fact, although this debt is currently due in September 2023, it is likely to be extended shortly.

It is against this rigged background that Open Pass can now portray itself as a White Knight, supposedly saving the company. This portrayal is bogus. In fact, the situation has been engineered, with management’s help, to enable Open Pass ultimately to gain absolute voting and ownership control over Fortenova on the cheap.

From the beginning, I have attempted to engage co-operatively with management and other shareholders, in the best interests of Fortenova Group, but at every point these attempts have been rejected. My first contact with the other shareholders of the Fortenova Group and the company’s management, unfortunately, took place just before the court hearing in Amsterdam. – which is unfortunate, given my numerous previous attempts to communicate with them and agree on the best way forward for the company.”

Background to the dispute

Mr Alketbi purchased SBK ART on October 31, 2022, and since then the company no longer belongs to anybody in Russia, despite claimed claims to the contrary; nor is it under Russian influence. The company SBK ART was therefore sanctioned unjustly and without valid arguments.

Mr Alketbi is challenging the sanction (through SBK ART) in court. The facts and the law favor his position and he is confident he will prevail, although because of the court’s timetable, it will take many months to do so.

Additionally, Fortenova did not inform or invite Mr Alketbi to participate in the distressed sale process, despite his express request to do so. The result was that the process was effectively rigged and Fortenova received no bids, which we believe was management’s intention.

Mr Alketbi is ready to offer a high-quality “alternative solution” for the company in order to promote the best possible outcome both for the Fortenova Group itself and for the economy of the Republic of Croatia. He decided to invest in the company back in October 2022 because he believes in the strength and potential of the Fortenova Group, in whose development he wants to invest more.

Mr Alketbi is a citizen of the United Arab Emirates. He is not and has never been subject to sanctions.


Media enquiries
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Conal Walsh / Andreas Grueter / Will Matthews


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