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MOL’s acquisition of INA shares

MOL’s acquisition of INA shares

The letter and spirit of the 2002 INA Privatization Act allowed MOL to progressively build up its shareholding in INA between 2003 and 2011, becoming the largest shareholder of the company with a 49.08% stake. The Government of Croatia became the second largest investor with 44.84% ownership.

In 2002, the Croatian Parliament passed the INA Privatization Act. The law, which aimed to reduce the Croatian state’s share in INA, was part of the policy package recommended by the International Monetary Fund (IMF) at that time to qualify for the Fund’s financial assistance. This Act was also supported by the European Commission in light of Croatia’s impending accession to the EU.

The letter and spirit of the 2002 INA Privatization Act, a law approved by the Croatian Parliament under then Prime Minister Ivica Račan, allowed MOL to become the largest shareholder in INA and to subsequently attain the company’s management control rights.

Excerpt of INA's Privatization Law

Article 4

(1) The privatization of INA d.d. shall be carried out as follows:

1. by transfer of 7% of shares, without a compensation, to Croatian war veterans and members of their families,

2. by sale of maximum 7% of INA d.d. shares to present and former employees of the companies within the INA Group (hereinafter: «the Employees»), with special benefits to be determined by the Government of the Republic of Croatia,

3. by sale of maximum 25% plus one share to strategic investor,

4. by sale of minimum 15% of shares by way of public offering in compliance with regulations governing the issuance and trading in securities to:

- Croatian citizens, with such pre-emptive right and such preferences and under such conditions as shall be determined by the Government of the Republic of Croatia, on listing of INA d.d. shares on the stock exchange,

- Croatian legal entities and foreign investors, without any pre-emption right or preferential treatment by way of public offering,

5. by sale or swap of the remaining shares to a strategic investor in accordance with market conditions or on the capital market as per the decision of the Government of the Republic of Croatia and subject to a prior consent of the Croatian Parliament,

6. a necessary number of shares shall be taken from the remaining shares as compensation to the former owners.

(2) The Republic of Croatia shall retain the ownership over 25% plus one share of INA d.d., which shall be privatized in accordance with a separate law upon the admission of the Republic of Croatia to the European Union.”

As a result of the 2002 INA Privatization Act, the open public tender for the privatization of 25%+1 share stake in INA-Industrija nafte, d.d. was launched in May 2002. The privatization process offered equal conditions for all bidders. MOL won the tender with a bid of $505 million against OMV’s offer of $420 million.

On November 30th, 2003 MOL officially became a strategic investor in INA. In subsequent years, MOL had always made clear its intention to increase its stake in INA.

By the end of 2007, the Croatian Government’s stake in INA had dropped below 50% through privatization rounds prescribed by the 2002 INA Privatization Act.

MOL’s offer in 2008 and further acquisitions

In October 2008, MOL had acquired 22.16% of INA’s shares (in addition to its shareholding of 25%+1 shares) through its general public offer on the Zagreb Stock Exchange (offering HRK 2,800/share for small shareholders at that time – it must be noted, that later INA’s share price dropped to as low as HRK 960/share due to the financial crisis, thus allowed INA’s small shareholders to significantly benefit from MOL’s offer), overtaking the Croatian Government’s stake, which had, by then, dropped to 44.84%.

In 2011, MOL increased its ownership in INA to 49.08% by acquiring shares from minority shareholders.

As of 31 December 2012, MOL has been the largest shareholder in INA with 4,908,207 shares (or 49.08%), followed by the Government of Croatia with 4,483,552 shares (or 44.84%). The remaining 608,241 shares, or 6.08%, are held by institutional and private investors.

Shareholders structure

Source: ina.hr