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Montenegro utility EPCG seeks to acquire controlling stake in RUP coal mine

EBR Staff Writer Published 29 March 2018

Montenegro's power utility Elektroprivreda Crne Gore (EPCG) is seeking to acquire controlling stake in country's biggest coal mine, RUP.

19th extraordinary session of Shareholders’ Meeting of EPCG AD Nikšic has been held today in Nikšic. Based on the agenda for the session chaired by EPCG’s CEO, Igor Noveljic, the Report on evaluation of fair and investment value of shares of Coal Mine AD Pljevlja has been adopted as well as the Analysis of possible modules for takeover of Coal Mine Pljevlja, produced for the needs of EPCG by Deloitt d.o.o. Belgrade, and also the Decision on initiation of the procedure on voluntary public bid for takeover of Coal Mine Pljevlja.

The fair market value of shares of Coal Mine has been estimated at €6.40 per share. While evaluating the fair value of shares, financial advisors from Deloitt applied the so-called Income approach and they took into consideration applied assumptions of future business operations of the Company. On the other hand, based on possible synergies that may be generated in operations of the Company following takeover by EPCG, the investment value of share of Coal Mine Pljevlja has been estimated at €6.90 per share. Evaluation date is December 31, 2017.

Analysis of the renowned Audit Company Deloitt d.o.o. Beograd proved that EPCG’s entry into the ownership structure of Coal Mine A.D. Pljevlja (CM), is the most efficient and optimum method of voluntary takeover bid with elements of mandatory takeover bid. Thus, according to the opinion of Deloitte experts, EPCG would be exposed to the lowest risk, share price would be the same for all RUP shareholders, the takeover procedure would imply the minimum possible duration, because if EPCG acquires at least 30% of RUP shares, it shall not be liable, according to the Law on takeover of Joint Stock Companies, to repeat the takeover procedure. Simultaneously, EPCG is enabled to set the performance threshold at 51%, which would guarantee EPCG a control package of shares over RUP what is a prerequisite for implementation of set out synergies and optimization of business operations of Coal Mine and TPP Pljevlja. Finally, the method of voluntary takeover bid with elements of a mandatory takeover bid, secures the shortest possible deadline for submission of the request for suspension of trading with RUP shares to the shortest period, thereby considerably reducing the risk of speculative shares trading that would jeopardize the procedure and hinder Offeree’s business operations over an extended period.   

Shareholders have also adopted a Decision on initiation of the procedure for voluntary public takeover bid for CM and thereby the process would be formally initiated.

 

Source: Company Press Release