european commission...karl erjavec minister za zunanje zadeve republike slovenije prešernova cesta...
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Karl ERJAVEC
Minister za zunanje zadeve Republike Slovenije
Prešernova cesta 25
SI-1001 Ljubljana
Commission européenne, B-1049 Bruxelles – Belgique, Europese Commissie, B-1049 Brussel – België Telefon: +32 2 299. 11. 11.
EUROPEAN COMMISSION
Brussels, 25.6.2018 C(2018) 3869 final
In the published version of this decision,
some information has been omitted,
pursuant to articles 30 and 31 of Council
Regulation (EU) 2015/1589 of 13 July 2015
laying down detailed rules for the
application of Article 108 of the Treaty on
the Functioning of the European Union,
concerning non-disclosure of information
covered by professional secrecy. The
omissions are shown thus […]
PUBLIC VERSION
This document is made available for
information purposes only.
Subject: State Aid SA.49214 (2017/N) – Slovenia
Restructuring of Semenarna Lubljana
Sir,
The European Commission (hereinafter: "the Commission") wishes to inform the
Republic of Slovenia that, having examined the information supplied by your authorities,
it has decided not to raise any objections to the State aid referred to above as it is
compatible with the internal market pursuant to Article 107(3)(c) of the Treaty on the
Functioning of the European Union ("TFEU").
The Commission has based its decision on the following considerations:
1. PROCEDURE
(1) On 28 September 2017, the Slovenian authorities formally notified a
restructuring aid to Semenarna Lubljana d.o.o. (hereafter "Semenarna"). At
the same time, the Slovenian authorities informed the Commission services
that the restructuring plan would be submitted at a later state, which
occurred on 3 November 2017.
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(2) The Commission requested additional information from the Slovenian
authorities on 23 November 2017. The Slovenian authorities provided an
answer to this request on 16 and 18 January 2018.
(3) A conference call was held on 3 March 2018; additional information was
requested by the Commission from the Slovenian authorites on 13 March
2018. The Slovenian authorities provided an answer to this request on 11
and 26 April 2018.
(4) Due to the urgent need to adopt and notify a Decision relating to the State
aid at stake, the Slovenian government exceptionally agreed by letter dated
17 May 2018 to waive its rights deriving from Art. 342 TFEU in conjunction
with Art. 3 of the EC Regulation 1/1958 and to have the planned decision
adopted and notified pursuant to Article 297 of the Treaty in English, instead
of Slovenian.
(5) The Commission requested on 17 and 22 May 2018 additional information
from the Slovenian authorities who provided an answer on 22 and
respectively 23 May 2018.
2. DETAILED DESCRIPTION OF THE MEASURE/AID
2.1. The beneficiary
(6) Semenarna Ljubljana is a company based in Slovenia (Ljubjana), active in
the production and sale of products for gardeners (vegetables), and products
for farmers (crops), with 235 employees on 31st December 2017.
(7) Notably, Semenarna is registered as a company active in the sector of i)
wholesale of grain, seeds and animal feeds, ii) retail sale of gardening
material, products relating to pet animals and pet food in specialized stores,
and iii) production of vegetables and melons, roots and tubers. Semenarna
has its own production facility in Celje and the Selection Centre in Ptuj,
where seeds are developed, which performs the maintenance selection of
landraces and traditional varieties, ecological and vegetation tests and
breeding of various types and varieties of vegetables.
(8) Semenarna developed different service and product trademarks to
communicate with its customers: (i) the core trademark, Semenarna
Ljubljana, (ii) three product trademarks (Valentin, Bonami Terminator X,
Gardeno) and (iii) two service trademarks (Kalia for garden centres and
Rodovita for agricultural stores).
(9) In addition to its own trademarks, Semenarna Ljubljana also sells other
trademarks through all its sales channels.
(10) Semenarna sells its products through four sales channels: (i) retail in both
the "Kalia" garden centres and "Rodovita" agricultural stores/centres (the
most important channel, in terms of value), (ii) wholesale, (iii) exports and
(iv) on-line store, which is a new sales channel introduced in 2015;
Semenarna operates two retail chains in Slovenia, namely, (i) Kalia, the
retail chain of garden centres, spread over the whole Slovenian territory, and
(ii) Rodovita, the chain of agricultural stores targeted to farmers in the
region of North-Eastern Slovenia.
(11) The market in which Semenarna operates is both domestic and for export.
According to the description of the company, Semenarna’s business model is
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relatively non-comparable with the business models of the other competitors
in the market, or is only comparable in certain segments. Namely,
Semenarna Ljubljana sells its products through both wholesale and retail
channels and has its own chain of retail stores. In the retail segment, it is
more similar to merchants, while in the wholesale segment it is similar to
distributors and agents, as well as typical wholesalers.
(12) In terms of foreign competitors, the most direct competitors of Semenarna
are both the large multinational corporates and small companies with
business models comparable to Semenarna's one (although the latter do not
own retail stores themselves)1(*). The Slovenian authorities identified as the
most direct competitors of Semenarna at national level AgroMag, Agrosaat
RWA Slovenija, Planta Prelesje, Roko, Semevit, PP Agro, Agroruše,
although most of them are smaller than Semenarna or only operate in certain
segments covered by Semenarna.
(13) Semenarna belongs to the Dezèlna Banka Slovenije d.d. (herereafter DBS), a
privately-owned cooperative bank. According to DBS' 2016 and 2017
annual reports, DBS had four shareholders on qualified stakes (over 5%): (i)
Kapitalska zadruga, z. b. o., Ljubljana (47.532%) (ii) KD Kapital d. o. o.
(8.859%) (iii) KD Group d. d. (6.012%) and (iv) Banca Popolare di Cividale
S.C.p.A. (5.362%, hereafter, the "DBS Group").
(14) DBS has several subsidiaries: DBS Leasing d.o.o., DBS Nepremicnine
d.o.o., Semenarna Ljubljana d.o.o. and DBS Adria d.o.o.
Causes of Semenarna's difficulties
(15) Semenarna's financial difficulties are mainly related to its high indebtedness
and lack of cost optimisation in a context of decrease of sale prices in all its
sale channels due to pressure from competitors on price. Semerna must
therefore allocate a large share of its available cash flows to the repayment
of financial liabilities. This prevented the company over the recent years to
invest in equipment, to adapt to the evolution of customers' needs as well as
caused some liquidity problems.
(16) A compulsory settlement performed in 2013 allowed a write-off of 50% of
Semenarna's ordinary debt (write-off amounting to EUR 9.3 million), mostly
towards suppliers and banks. This severely damaged Semenarna's reputation
as a reliable company.
(17) Semenarna also lost export revenues relating to the bankruptcy of its
subsidiaries, mainly in Croatia and Serbia.
1 Such as Merkur, BauMax, Bauhaus, OBI, Mercator (merchant competitors), Vilmorin & Cie SA, Graines
Voltz, Suba Seeds Company S.r.l., Monsanto Agricultura Espana S.A., DLF Seeds A/S.
(*) Parts of this text have been hidden so as not to divulge confidential information; those parts are
enclosed in square brackets [ ].
4
(18) As a consequence, Semenarna suffered a significant drop in its revenues
(turnover decreasing from EUR 34 million in 2012 to EUR 25 million in
2013).
(19) Besides, one-off high re-evaluation expenses due to impairment of real
estate based on the appraisal of the authorised property appraiser and the
write-offs of assets and liabilities of subsidiaries in 2012 significantly
contributed to the significant loss of Semenarna in 2012 (EUR -13 million).
(20) Semenarna was recapitalised in January 2014 by its shareholder, DBS, who
converted receivables in the amount of EUR 4.8 million in 2014 into capital
of Semenarna. Semenarna also entered in 2015 into a master restructuring
agreement with the banks NLB, DUTB, Poštna banka Slovenije d.d. and
DBS that foresaw a rescheduling of the loan accompanied by the sale of part
of Semenarna's real estate, the proceeds of which being used for early
repayment of those loans.
(21) Over the same period, Semenarna conducted an in-depth restructuring of its
operations through notably reductions in its cost of services, and foremost its
labour costs (from EUR 5.9 million in 2012 to EUR 4.9 million in 2016).
(22) Thanks to those measures, Semenarna's EBITDA increased from EUR -6.7
million in 2012 (-19.8% of EBITDA margin) and EUR 0.2 million in 2013
(0.6% of EBITDA margin) to EUR 1.4 million in 2016 (4.6% of EBITDA
margin). Semenarna also managed to reduce its indebtedness from EUR 35
million in 2012 to EUR 23 million in 2016. This however still represents 17
times its EBITDA (to be compared with a 4.4x ratio in average in 2016 for
similar foreign companies). As a consequence, Semenarna needs additional
finance to implement a business restructuring allowing to increase its
operative cash flows and thus reduce its financial debt.
(23) With the view to achieve a long-term sustainable indebtedness, Semenarna
has agreed on a financial restructuring with its main creditor banks NLB,
NKBM and DUTB: the receivables of those financial creditors exceed
[80%-100%] of Semenarna’s total financial liabilities as at 31st December
2016. Semenarna concluded with those banks an agreement regarding its
financial restructuring dated 1st February 2017 (hereafter, the "2017 MRA").
The following key measures of financial restructuring of Semenarna were
agreed with the aim of rescuing Semenarna:
i. recapitalisation of Semenarna by means of a non-cash contribution
through a conversion of DBS’s (secured and non-secured) receivable
into capital amounting to EUR 2.1 million;
ii. granting of a short-term bridge loan to Semenarna by DBS amounting to
EUR [2.0;4.0] million for the purpose of allowing Semenarna to serve
the debts arising from the 2013 compulsory settlement mentioned in
recital (16) at the beginning of 2017;
iii. reprogramming by DUTB, NKBM, NLB of Semenarna's secured debts
(the outstanding balance thereof amounted to EUR [15.0;20.0] million
on 31st December 2016) until 2021, together with a reduction of the
interest rate margin from [3%;5%] to [0%;3%];
iv. subordination by DUTB and NKBM of EUR [0.5;4.0] million of
unsecured receivables;
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v. sale of redundant property.
(24) The 2017 MRA aims at a financial and business restructuring of Semenarna.
It was signed by the banks […].
(25) Furthermore, at the beginning of 2017, Semenarna also managed to
negotiate write-offs of claims from the unsecured, private creditors […],
[…]and […]. Those write-off, comprised between [0;50%] and [50%;75%]
of the principal of those claims, totalled [0;1.0] million .
2.2. The measures under assessment
(26) The Slovenian authorities have notified a restructuring aid in favour of
Semenarna and have submitted a restructuring plan, which foresees a long-
term loan from the Slovenian State (Ministry of Economic Development and
Technology) to Semenarna in the amount of EUR 3.0 million.
(27) The maturity of the loan notified by the Slovenian authorities is planned to
be equal to eight years including a two-year grace period on principal
repayments: the loan is to be disbursed at the end of the first half of 2018
and the first principal repayment instalment will fall due at the end of 2020,
with the last instalment taking place in mid-2026. Semenarna will pay an
annual 1% interest rate for this loan.
2.3. The restructuring plan
(28) The company's restructuring period began in February 2017 with the
adoption of the financial restructuring measures agreed in the 2017 MRA
detailed in recital (23). Considering Semenarna's exposure on seasons and
weather and the gradual effects relating to the implementation of the
business restructuring, the end of the restructuring period has been set at the
end of year 2021.
(29) The Slovenian authorities submitted that the financial restructuring
implemented through the 2017 MRA (see recitals (23) and (24)) and the
foreseen State aid loan (see section 2.2) will allow Semenarna to conduct the
aforementioned in-depth business restructuring, which consists in the
following:
i. as far as the Kiala network is concerned, its sales will be optimised
through a marketing turnaround […]. The Kiala garden centres will be
modernised and its online store upgraded. A greater attention will be
paid to spend more time with customers to boost sales thanks to
productivity efforts as well as focus on attracting younger customers.
[0;5] new stores (compared to [25;40] current locations) will be opened
([0;5] lease and [0;5]franchises);
ii. at the same time, Semenarna will voluntarily withdraw from a part of the
market by terminating its operations in 2017 and 2018 relating to the
Rodovita agricultural stores. […] Semenarna will increase its market
share in the wholesale segment […]. At the same time, Semenarna will
seek a focused entrance into new export markets;
iii. labour costs will be further optimised […] over the restructuring period,
while training actions and 11 recruitments targeting at supporting
exports, marketing and online sales will take place;
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iv. technological processes will be rationalised and modernised […].
Organisational processes will be reviewed[…];
v. the efficiency of support functions such as marketing, purchasing, stock
management and logistics will be also enhanced, as part of the
restructuring plan.
(30) Table 1 below presents an overview of the restructuring costs related to
Semenarna's business reorganisation.
Table 1 - Overview of the planned business restructuring costs
[Restructuring costs sum to EUR [2.0;4.0] million over the 2017-2021 period out of
which: EUR [0.5;2] million market restructuring costs, EUR [0.5;1.0] million personnel
restructuring costs, EUR [0;1] million technological restructuring, and EUR [0;0.5]
million organisational restructuring]
(31) Besides, to improve its liquidity and reduce its indebtedness, Semenarna is
to sell several real estate assets, namely:
i. Semenarna's Ljubljana offices (worth EUR [3.0;7.0] million);
ii. Kaposvár offices for EUR [0;3.0] million2 […completed … in 2021];
iii. various redundant properties amounting to EUR [0;3.0] million;
iv. the premises of the Rodovita stores for EUR [0;3.0] milion.
(32) Lastly, the DBS bridge loan is expected to be repaid […], thanks to the State
aid loan, which will allow avoiding a liquidity issue for Semenarna at that
time.
2.4. Overview of restructuring costs and sources of financing
2.4.1 Restructuring plan
(33) The restructuring plan foresees an overall increase in annual revenue
amounting to EUR [0;5.0] million by 2021 by comparison to 2017
stemming from the three sales channels where Semenarna will remain active
(Kiala, wholesale, export) after the closure of the Rodovita stores, mainly as
a result of the aforementioned business restructuring measures. Table 2
below details the overall evaluation of revenues, and details the part thereof
expected from the business restructuring measures.
Table 2 – Evolution of Semenarna's revenues per sale channel
[KALIA –revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...] million
in 2019, EUR [...] million in 2020, EUR [...] million in 2021;
RODOVITA –revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...]
million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;
2 EUR [0;3.0]million net of commission fee for real estate agent.
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EXPORT –revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...]
million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;
WHOLESALE revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR [...]
million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;
ON-LINE STORE revenues EUR [...] million in 2017, EUR [...] million in 2018, EUR
[...] million in 2019, EUR [...] million in 2020, EUR [...] million in 2021;
SEMENARNA – total revenues 29.9 million in 2017, [30;35] million in 2018, [30;35]
million in 2019, [30;35] million in 2020, [30;35] million in 2021].
2.4.2 Restructuring costs
(34) The various measures relating to Semenarna's business restructuring will
cost EUR [2.0;4.0] million over the restructuring period (see Table 1) .
(35) Semenana's restructuring plan also foresees the repayment of DBS' bridge
loan amounting to EUR [2.0;4.0] million in August 2018.
(36) Lastly, Semenarna's restructuring plan foresees the early repayment of circa
EUR [0;10.0] million debt thanks to the sale of redundant properties. This
financial restructuring measure will contribute to solving the company's
over-indebtedness.
2.4.3 Sources of financing
(37) The Slovenian authorities have identified the following resources to cover
the cost of Semenarna's restructuring:
i. a State aid loan amounting to EUR 3 million described in section 2.2 (see
recital (23) point i);
ii. a capital increase amounting to EUR 0.5 million through the conversion of
shareholder's secured part of DBS' receivable into Semenarna's capital;
iii. the financial effect of the efforts agreed by DUTB, NKBM and NLB as
part of the MRA 2017 amounting to EUR [0.5;2.0] million resulting from
the decrease in interest rate for both secured ("Tranche 1") and unsecured
("Tranche 3") tranches (recital (23) point iii), according to a calculation
provided by the Slovenian authorities;
iv. the financial effect, amounting to EUR [0.5;2.0] million, of the
rescheduling of the amortisation profile of the secured tranche of DUTB,
NKBM, NLB (Tranche 1) (recital (23) point iii), according to a calculation
provided by the Slovenian authorities;
v. the financial effect of the conversion of the non secured part of DBS
receivable into capital (recital (23) point i) as well as the subordination of
NKBM and DUTB claims (recital (23) point iv), for a total amount
estimated by the Slovenian authorities at EUR [0;2.0] million;
vi. write-offs of claims from the unsecured, private creditors […], […] and
[…] for an amount of EUR [0;1.0] million;
vii. the sale of redundant properties for a total of EUR [0;10.0] million: i)
Semenarna has already sold premises in 2017 and 2018 for an amount
totalling EUR [0;10.0] million (including EUR [3.0;7.0] million for the
Ljubljana real estate and EUR [0;3.0] million for the one in Kaposvár).
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These proceeds, net of EUR [0;1.0] million commissions, have been used
for early repayment of […]. ii) Semenarna plans to sell other properties for
an additional amount of EUR [0;3.0] million in the restructuring period,
including EUR [0;3.0] million of expected proceeds from the sale of the
Rodovita stores that Semenarna is to close as part of the restructuring plan.
(38) Based on the above, the Slovenian authorities have calculated an own
contribution of EUR 3.5 million out of EUR 6.5 million resources, excluding
the proceeds from real estate aimed at early repaying part of Semenarna's
debt. As a consequence, the Slovenian authorities submit that Semenarna
reaches an own contribution of 54%. The Slovenian authorities also mention
the possibility to account for own contribution the part of the sale of real
estate that has already been implemented (EUR [0;10.0] million out of EUR
[0;10.0] million of total planned sale), and which contributes to the financial
restructuring of Semenarna through the early repayment of its debts. The
following Table 3 summarises the restructuring costs and resources
submitted by the Slovenian authorities:
Table 3 - Own contribution as notified by the Slovenian authorities (EUR million)
Restructuring costs
Business restructuring (see detail in Table 1) [2.0;4.0]
Repayment of DBS' bridge loan [2.0;4.0]
Total restructuring costs (except early repayments) 6.4
Other financial restructuring cost: indebtedness reduction through early repayments
[0;10.0] (out of a total of ca EUR [0;10.0] million of early repayment through the sales planned of the plan)
Sources of financing
State aid (loan) 3.0 (46%)
Capital increase (conversion of the secured part of DBS' receivable into capital)
0.5
Financial effect of the efforts aggeed by DUTB, NKBM and NLB as part of the MRA 2017 (secured and non-secured tranche) regarding reduction in interest rate margin
[0.5;2.0]
Financial effect of the efforts aggeed by DUTB, NKBM and NLB as part of the MRA 2017 regarding the principal repayment profile (secured tranche "Tranche 1")
[0.5;2.0]
Financial effect of the conversion of the non secured part of DBS receivable into capital and subordination of the non secured tranche ("Tranche 3") of NKBM and DUTB's claims
[0;2.0]
Write-off of claims by […], […]and […] [0;1.0]
9
Total own contribution (except sale of real estate) 3.53 (54%)
Total resources (except sale of real estate) 6.54
Other resource: sale of redundant real estate and Rodovita stores [0;10.0] ([0:10.0] net of [0;1.0] of commissions, out of a total of ca EUR [0;10.0] million of sales plannedas part of the restructuring plan, including Rodovita stores)
3. ASSESSMENT OF THE MEASURE
3.1 Presence of aid
(39) According to Article 107(1) of the TFEU, "[s]ave as otherwise provided in
the Treaties, any aid granted by a Member State or through State resources
in any form whatsoever which distorts or threatens to distort competition by
favouring certain undertakings or the production of certain goods shall, in so
far as it affects trade between Member States, be incompatible with the
internal market".
(40) The qualification of a measure as aid within the meaning of this provision
therefore requires the following cumulative conditions to be met: (i) the
measure must be imputable to the State and financed through State
resources; (ii) it must confer an advantage on its recipient; (iii) that
advantage must be selective; and (iv) the measure must distort or threaten to
distort competition and affect trade between Member States.
(41) The measure at stake is a EUR 3.0 million loan to be granted by the
Slovenian Ministry of Economic Development and Technology, therefore it
involves State resources and is clearly imputable to the State.
(42) This measure was notified as restructuring aid by the Slovenian authorities.
(43) Furthermore, Semenarna is in financial distress and has serious liquidity
problems. No bank would have granted Semenarna an unsecured loan at the
same condition planned in the aid at stake (interest rate of 1%, for a maturity
of 8 years with a 2-year grace period on principal repayment): this is far
lower than the average interest rate of Semenarna's loans in 2016 (Euribor +
[3.0% ; 5.0%]); these conditions are also far more favourable than those
foreseen in the Communication on Reference Rate5 (Base rate + 1000 bps
for a loan to undertakings in difficulty without collateral). Thus the State
loan will allow Semenarna to meet its urgent liquidity needs vis-à-vis
external creditors at conditions that the company would not have been able
to obtain on the market. It therefore provides Semenarna with an economic
advantage.
3 Rounded figure based on the detailed amounts. 4 Idem
5 Communication from the Commission on the revision of the method for setting the reference and
discount rates, OJ C 14, 19.1.2008, p. 6-9.
10
(44) Since the aid is to be provided to one specific undertaking only, namely
Semenarna, the measure is selective: in individual aid measures, the
existence of economic advantage leads to the presumption that the measure
is selective.6
(45) In eny event, the measure is selective because undertakings in a comparable
legal and factual situation in the internal market, within the same sector as
Semenarna (see recital (10)), as well as companies in other sectors, are not
eligible for this measure and thus did not receive the same advantage. As a
consequence, the State loan gives Semenarna a selective economic
advantage.
(46) By guaranteeing its continued operations on the markets on which the
company is active and providing additional financial means to restructure its
activity, the selective economic advantage also appears apt to improve the
position of Semenarna in relation to its competitors in Slovenia and in the
EU, and therefore the State loan actually or potentially distorts competition.
(47) According to the figures provided by the Slovenian authorities, the European
seed market consists of approximately 7,200 companies of various sizes.
According to the source mentioned in the restructuring plan (Technavio), the
market will grow at the rate of 10.6% (CAGR) in the 2014-2019 period and
the total revenues on the European seed market are expected to reach USD
24 billion (EUR 20 billion) in 2019, as showed in the chart below.
(48) As Semenarna engages in activities for which the market is open to
competition from other Member States and that undertakings from other
Member States also carry out, the aid is also liable to affect intra-EU trade.
(49) Therefore, the Commission considers that the notified measures in favour of
Semenarna constitute State aid pursuant to Article 107(1) TFEU.
3.2 Legality of the aid
6 Judgment in Case T-314/15 Greece v Commission EU:T:2017:903, para. 79.
11
(50) Article 108(3) TFEU states that a Member State shall not put an aid measure
into effect before the Commission has adopted a decision authorising this
measure.
(51) In this respect, the stand-still obligation of Article 108(3) TFEU is respected,
since the Slovenian authorities have committed to grant the aid only after the
Commission's approval of the measure, which therefore has not yet been
implemented.
(52) The national legal framework on which basis the aid will be granted is the
law on aid for rescue and restructuring of companies and cooperatives in
difficulty (Official Gazette of the Republic of Slovenia n. 5/17), as
implemented by the Regulation on the content of the restructuring
programme, insurance, supervision and record keeping in the granting of aid
for the rescue and restructuring of companies and cooperatives in difficulty
(Official Gazette of the Republic of Slovenia n. 27/17). According to
Slovenian authorities, the aid is to be granted on the basis of a further
decision of the Ministry of economy as well as an agreement between the
Ministry and Semenarna.
3.3 Compatibility of the aid
Legal Introduction
(53) Slovenia considers that the planned State aid under assessment would be
compatible with the internal market on the basis of Article 107(3)(c) TFEU,
and in particular as restructuring aid under the Community guidelines on
State aid for rescuing and restructuring firms in difficulty7 (hereafter, the
"R&R Guidelines").
(54) Article 107(3)(c) TFEU provides that State aid can be authorised where it is
granted to promote the development of certain economic sectors and where
this aid does not adversely affect trading conditions to an extent contrary to
the common interest. In application thereof, the Commission has set out the
criteria it will follow in assessing restructuring aid in the R&R Guidelines.
In case of eligibility, the assessment of the compatibility with the internal
market must therefore involve the examination of whether the conditions for
restructuring aid of the R&R Guidelines are met.
3.3.1 Eligibility
3.3.1.1 Company in difficulty
(55) According to point 19 of the R&R Guidelines, only firms in difficulty within
the meaning of point 20 of the R&R Guidelines are eligible to receive
restructuring aid, if the company fulfils at least one of the criteria listed in
letters a) to d) of the R&R Guidelines.
(56) As explained by the Slovenian authorities, the current Semenarna net
profit/loss together with the net profit/loss brought forward from the
previous years totalled EUR -5,517,049 on 31st December 2016, which is
considerably more than one half of the called-up capital on the same cut-off
date (EUR 2,855,010). Furthermore, Semenarna's cumulated losses, together
7 Communication from the Commission — Guidelines on State aid for rescuing and restructuring non-
financial undertakings in difficulty, OJ C 249, 31.7.2014, p. 1-28.
12
with capital reserves (which amount to EUR 726,616) and cumulative,
aggregate revaluation surpluses (which according to the 2016 balance sheet
provided are negative, amounting to EUR -49,949) is still less than one half
of the called-up capital. Therefore Semenarna fulfils the criteria listed in
point 20, letter a) of the R&R Guidelines as an undertaking in difficulty
eligible to receive restructuring aid.
(57) According to point 12 of the R&R Guidelines, newly created firms are not
eligible for rescue aid. A firm is in principle considered as newly created for
the first three years following the start of operations in the relevant field of
activities. Semenarna was created in 1974 (date at which it was entered in
the Slovenian Companies register) and has been operating in the current
field of activities ever since, therefore it is not considered to be a newly
created firm in the meaning of the R&R Guidelines.
3.3.1.2 DBS Group
(58) Point (22) of the R&R Guidelines states that a firm belonging to or being
taken over by a larger business group is not normally eligible for rescue or
restructuring aid, except where it can be demonstrated that the firm's
difficulties are intrinsic and are not the result of an arbitrary allocation of
costs within the group, and that the difficulties are too serious to be dealt
with by the group itself.
(59) The Slovenian authorities explained that Semenarna is a related company
with DBS and other companies in the DBS Group (in the sense of Article
3(3) of the Annex 1 to the Regulation 651/2014), as described in the recital
(13).
(60) Recitals (15) to (19) show that Semenarna’s difficulties are intrinsic and are
not a result of an arbitrary allocation of costs within the DBS Group.
(61) This is also conforted by the explanations of the Slovenian authorities
regarding (i) the transactions between Semenarna and DBS that are related
to the provision of services that are considered the core activities of the
included companies (crediting, provision of payment services, management
of guarantees and other banking services or sale of seeds and plants) and (ii)
the circumstance that in the period from 2014 to 2016, when Semenarna
showed net profit, DBS as the shareholder received no distributions of profit.
Therefore, the Commission finds that there is not the basis for any arbitrary
allocation of costs within the Group.
(62) Furthermore, the Slovenian authorities explained the reason why DBS itself
is not able to resolve Semenarna's problems: DBS as the group’s controlling
company has already undertaken several measures for the resolution and
restructuring of Semenarna according to the Agreement on Financial
Restructuring i.e. by recapitalisation of Semenarna in the form of a non-cash
contribution of EUR 2.1 million (conversion of receivable into capital, see
recitals (23)i., (37)ii. and (37)v.) and approval of a bridge loan (see recital
(23)ii) in the amount of EUR [2.0;4.0] million for the repayment of suppliers
arising from Semenarna’s liabilities after the compulsory settlement under
the bridge loan . Therefore, DBS has conducted both cash and non-cash
equity measures in favour of Semenarna as well as granted loans to
Semenarna, all in significant amounts. However, this was not sufficient to
completely rescue and restructure Semenarna; the Slovenian authorities
provided evidence showing that the DBS has no further available measures
13
[…] 8 . As a consequence Semenarna’s difficulties are too serious, even after
the 2017 MRA, to be dealt with by DBS alone.
(63) On the other hand, the Slovenian authorities provided for the relevant figures
explaning that the other companies held by DBS (DBS Leasing d.o.o., DBS
Nepremičnine d.o.o. and DBS Adria d.o.o.) were not able to resolve
Semenarna’s difficulties either, since they have been continuously posting
losses between 2013 and 2016 on the basis of their income statements.
(64) Therefore, the Commission concludes that point 22 of the R&R Guidelines
is fulfilled.
3.3.2 Contribution to a public objective interest
3.3.2.1 Social hardship
(65) The Slovenian authorities provided the relevant figures explaining that, at
NUTS 3 level, the weighted average unemployment rates in the regions in
which Semenarna is implanted has been continuously higher than the
registered national unemployment rates over the period 2014-20169. The
Commission also take note that the Slovenian authorities explained that
Semenarna currently employs 86 employees in the harder-to-employ group,
i.e. employees older than 50 years (84 in total), the disabled (13 disabled
persons) and women (146 employees are women). Two thirds of the
employees have finished lower or medium level of education, i.e. the
categories in which the registered unemployment rate in Slovenia is
currently the highest (almost 81% of all registered unemployed persons in
August 2017). The combination of these two aspects leads the Commission
to find that the criterion set out in the R&R Guidelines point 44 (a)(ii) of the
Guidelines is met.
3.3.2.2 Strategic objective
(66) The Slovenian authorities submitted that if the aid is not granted, Semenarna
would have to exit the market, which would result in a severe market failure
due to its important systemic role in its region and sector, resulting in the
irremediable loss of important technical and expert know-how and
experience.
(67) According to the Slovenian authorities, with its Ptuj Selection Centre which
performs the maintenance selection process of landraces and traditional
varieties, ecological and vegetation tests and breeding of various types and
varieties of vegetables, Semenarna is considered to be of system-wise
importance for the seed production in Slovenia, the Slovenian agriculture,
food supply and finally the Slovenian consumer. Landraces are seed
varieties produced from local original seeds that have not been bred on
purpose and are produced, maintained and reproduced in Slovenia.
8 The Slovenian authorities provided evidence that, on 31 March 2017, DBS has reached an exposure of
EUR 21.0 million to Semenarna and DBS Group. The Slovenian authorities provided quantitative
evidence showing that further support to Semenarna would lead DBS […].
9 According to the figures provided by Slovenian authorities, the weighted average unemployment rates
were, namely, by 0.2 (2014), 0.4 (2015), 0.5 (2016) percentage points above the registered national
unemployment rates.
14
(68) Semenarna is the largest maintainer of landraces and traditional varieties of
seeds in Slovenia. Semenarna carefully plans the collection of sample seeds
of landrace varieties and populations, stores them in suitable conditions and
further develops them until they are recorded in the variety list and then
reproduces them and offers them to the market. The process of development
until the registration in the variety list and provision for the market is
lengthy, on average taking three to five years.
(69) The professional literature in this field is scarce and so reliance on own
practical experience is crucial. Semenarna’s know-how in the field of
maintenance and reproduction of population varieties is thus a rare asset that
cannot be replaced by the knowledge of the production of hybrid varieties
(i.e. the breeding of varieties offered by the majority of foreign seed
producing companies).
(70) The focus of gaining expertise in the production of landraces and traditional
varieties thus differs from the hybrid seed varieties carried by other
companies and the know-how accumulated by Semenarna cannot be
replaced by that of other seed-producing companies.
(71) The Slovenian authorities highlight that Semenarna, as vertically integrated
(Semenarna as the whole), has an important systemic role in Slovenia, in the
value chain seed production – agriculture – food supply, as well as for
Slovenian food security, natural cultural heritage and biotic and genetic
diversity. According to Slovenia, one of key characteristics of Semenarna’s
activities is that Semenarna not only grows seeds but also offers them in the
market: Semenarna’s sales channels and vertical integration of seed
production and seed distribution/sales units therefore have an essential
importance to its systemic role too.
(72) Due to Semenarna’s wide sales channel network (both wholesale and retail),
Semenarna’s seeds can timely and successfully enter the market and
ultimately reach farmers and end consumers. Timely entry to the market is
important for products like seed, which can be deemed as perishable, the
germination of which can be impeded if they are not continuously and
promptly put on the market.
(73) Additionally, the storage of seeds requires certain special conditions (e.g.
appropriate warehouse with adequate temperature, humidity and light) as
otherwise the use of seeds may be impeded or limited. Semenarna’s sales
channels have been adapted to the specifics of seed production and their
placing on the market.
(74) The Commission finds that the explanation provided by the Slovenian
authorities prove that the strategic objective set out in points 44 (c) and (f) of
the Guidelines is fulfilled due to Semenarna’s systemic role in Slovenia as a
whole in the value chain: seed production – agriculture – food supply.
3.3.3. Need for State intervention, incentive effect and appropriateness
3.3.3.1 Need for State intervention – Incentive effect
(75) The Slovenian authorities explained that the possible alternative scenarios of
Semenarna’s restructuring enabled by a State aid loan was analysed by an
independent consultant, who carried out an independent review of operations
and an analysis of the possibilities of Semenarna’s financial restructuring.
According to this study, the only realistic alternative to the State aid scenario
15
(aiming to Semenarna's financial and business restructuring) is bankruptcy.
In addition to bankruptcy and restructuring supported by a State aid loan,
two further scenarios were tested: preventive restructuring and a repeated
compulsory settlement, but these latters were assessed by the stakeholders
as unrealistic10.
(76) According to Slovenia, neither a further loan for fresh liquidity was a
realistic option, since DBS, as Semenarna's shareholder, was the only entity
to bring fresh liquidity to Semenarna with a bridge loan.
(77) The Slovenian authorities also explained that the bankruptcy proceedings,
aiming only to ensure quick realisation of the bankruptcy estate and creditor
repayment, would lead to the termination of the employment contracts of the
employees, involving a serious social hardship in a region characterized by
the unemployment rate mentioned in recital (66).
(78) Slovenia demonstrated that the liquidation of Semenarna, or even a partial
sale of assets which form part of a business unit would be an unlikely
alternative for Semenarna also having regard to the objective of common
interest mentioned in recitals (66) to (73): due to the technical characteristics
of the business activities, the preservation of the systemic role of Semenarna
as a whole would be negatively affected by the length of a legal sale's
procedure11
.
(79) Slovenia also explained that Semenarna has no written evidence on attempts
made to get a new loan from commercial banks in view of getting fresh
liquidity before turning to the State. However, Semenarna claims that the
lengthy negotiations with banks (during the negotiations for the financial
restructuring of existing debt, from the summer 2016 to the execution of the
Master Restructuring Agreement in February 2017) showed that Semenarna
has already faced important difficulties even in persuading the existing
creditors to agree the restructuring of existing debt and it was clear from the
negotiations that any loan for fresh liquidity was not a realistic option at the
time. DBS, as Semenarna's shareholder, was the only entity to bring fresh
liquidity to Semenarna with a bridge loan.
10
The Slovenian authorities also explained the following: preventive restructuring was deemed infeasible
because of the wide dispersion of Semenarna’s suppliers (more than 600 suppliers, across Europe), which
made it impossible to conduct fast enough negotiations on partial forgiveness of debt (by the date of
maturity of Semenarna’s liabilities to the creditors from the approved compulsory settlement in February
2017); in the absence of such an agreement, Semenarna would have been unable to achieve sufficient
consent for the reprogramming of its financial liabilities. A repeated compulsory settlement also turned
out to be unrealistic: the scenario of another compulsory settlement foresees a drop of Semenarna’s
revenues in the year of repeated compulsory settlement, in 2017, by as much as 30% and after that year,
Semenarna will not be able to achieve the planned level of revenues which would guarantee its ability to
survive on the market despite the optimistic projections; in the scenario of compulsory settlement, a
serious risk was identified that Semenarna would lose a large share of customers and the resulting
revenues which would be very difficult to replace.
11 According to the Slovenian authorities, Semenarna’s seed production business is highly dependent on
seasonality and natural cycles of seed growth and shall be continuous: if such an activity is even
temporarily halted (as in case of company's sale), its re-activation after a while does not ensure that the
activities missed can be easily or successfully substituted – e.g. seeds should be planted at a certain point
in season and if such an adequate time slot is missed, the same activities carried out later in time cannot
reach the same result.
16
(80) The Commission finds that the aforementioned explanations submitted by
the Slovenian authorities demonstrate that the criteria set out in R&R
Guidelines (section 3.2 "Need for State intervention" and section 3.4
"Incentive effect") are met.
3.3.3.2 Appropriateness
(81) According to point 58 of the R&R Guidelines, Member States are free to
choose the form that restructuring aid takes. However, in doing so, they
should ensure that the instrument chosen is appropriate to the issue that it is
intended to address. In particular, Member States should assess whether
beneficiaries' problems relate to liquidity or solvency and select appropriate
instruments to address the problems identified.
(82) In the case at stake the Commission finds that, having regard to the causes of
Semenarna’s difficulties, mainly related to liquidity problems (see recitals
(15) to (18)) , the form of the State aid chosen by Slovenian authorities,
namely a loan, fulfills the criterion set out in point 58 of the R&R Guidelines
("in a situation where the problems mainly relate to liquidity, assistance
through loans or loan guarantees might be sufficient").
3.3.4 Restoration of long-term viability
(83) According to point 45 of the R&R Guidelines, Member State wishing to
grant restructuring aid must submit a restructuring plan aiming at restoring
the beneficiary's long-term viability. According to point 46 of the R&R
Guidelines, the granting of the aid must be conditional on implementation of
the restructuring plan which the Commission must endorse in all cases of ad
hoc aid. According to point 47 of the R&R Guidelines, the restructuring
plan must restore the long-term viability of the beneficiary within a
reasonable timescale based on realistic assumptions.
(84) According to point point 48 of the R&R Guidelines, the plan must identify
the causes of the beneficiary's difficulties and outline how the proposed
restructuring measures will remedy the beneficiary's underlying problem. It
must also provide for a turnaround that will enable the company, after
completing its restructuring, to cover all its costs including depreciation and
financial charges and generate an appropriate return on capital (point 52 of
the R&R Guidelines).
(85) Semenarna's restructuring plan has been designed to tackle the difficulties
identified by the company after a thorough assessment of the reasons for its
past poor financial performance (see recitals (15) to (18)).
Central scenario
(86) The restructuring plan includes projected financial results of Semenarna
under a central scenario and a pessimistic scenario.
(87) Table 4 below presents selected projected financial data under the central
scenario.
17
Table 4 - Selected projected financial data under the central scenario (in EUR
million)
2012 2013 2014
2015
2016
2017 2018 (f) 2019 (f) 2020 (f) 2021 (f)
Net sales revenues
34.2 25.2 27.9 28.0 29.3 29.9 [30;35] [30;35] [30;35] [30;35]
EBITDA -6.8 0.2 1.8 1.5 1.4 1.0 [0;3.0] [0;3.0] [0;3.0] [0;3.0]
Net profit
-13.8 -5.7 0.2 0.1 0 -0.4 [0;2.5] [0;2.5] [0;2.5] [0;2.5]
Cash balance (carried forward)
1.1 0.4 0.7 0.8 0.8 0.2 [0;1.5] [0;1.5] [0;1.5] [0;1.5]
EBITDA margin
(%)
-19.8
%
0.6% 6.3% 5.2% 4.6% 3.5% [0;5%] [5%;10%] [5%;10%] [5%;10%]
D/EBITDA
-5.2 182.6
13.5 16 17.1 20.7 [40;60] [0;10] [0;10] [0;10]
Return on Equity
(ROE)
n/a n/a n/a 13% 6% -20.7
%
[20%;30%]
[20%;30%]
[20%;30%]
[20%;30%]
(88) The Commission has carefully reviewed the key assumptions underlying the
financial forecasts of the Restructuring plan notified by Slovenia. In
particular:
i. Sales revenue is forecasted to grow moderately (2.96% of CAGR over the
2016-2021 period, slightly above an inflation rate forecast of 2.0% for
201912
), thanks notably to the implementation of the business restructuring
measures described in recitals (29) to (31) for each of the relevant sale
channel.
ii. The cost forecasts are based on a segmentation between variable costs
(e.g. cost of material and of services such as energy, heating, transport
which are historically changing in accordance with revenues) and
historical fixed costs. They also take into account the restructuring costs.
The Slovenian authorities have detailed the impacts of the business
restructuring on revenues (see Table 2) and costs (see Table 1)
accompanied by a detailed restructuring plan providing convincing
information underlying each of those measures.
(89) The financial assumptions on which the central scenario of the restructuring
plan is based are therefore prudent and can be considered as realistic.
12
EU Commission's Spring 2018 Economic Forecast, https://ec.europa.eu/info/sites/info/files/economy-
finance/ecfin_forecast_spring_030518_sl_en.pdf.
18
(90) As a result of the reorganization measures, as well as of the financial
restructuring of Semenarna, the D/EBITDA ratio ([0;10]x), the EBITDA
margin ([5%;10%]) and the ROE ([20%;30%]) reached by Semenarna at the
end of the restructuring period are either in line or in favour of Semenarna
compared with market standards both at national (D/EBITDA: 5.8x;
EBITDA margin: 1.8%; ROE: 7.3%) and international level (D/EBITDA:
3.8x; EBITDA margin: 4.2%; ROE: 7.6%)13
, based on the average data
observed for a benchmark provided by the Slovenian authorities that the
Commission considers to be based on a representative sample of Slovenian
and EU competitors.
(91) According to the restructuring plan, the major circumstances having led
Semenarna to its recent difficulties related to its high indebtedness. This
prevented Semenarna over the recent years to invest in equipment, to adapt
to the evolution of customers' needs; it also caused some liquidity problems
for Semenarna that damaged market confidence in Semenarna and
eventually causing severe drop in revenues (see recitals (15) to (18)). The
Commission therefore observes that the restructuring plan, that will
reasonably allow Semenarna to achieve a sustainable indebtedness in 2021,
addresses these problems.
(92) The Slovenian authorities also submitted extended forecasts beyond the
restructuring period until 2025 showing that Semenarna would achieve in
2025 a D/EBITDA ratio of [0;5.0]x ([0;5.0]x net of surplus cash assets14
)
and be able to fully repay the State aid loan according to the planned
amortisation schedule. Regarding the commercial loans, which are currently
legally due entirely in 2021 as a one-off final instalment under the 2017
MRA, the Slovenian authorities provided convincing evidence that the
company has engaged into positive discussions with these banks to
reschedule and spread the outstanding debt to banks after 2021 in a
sustainable manner, which is reinforced by the sustainable level of debt of
Semenarna at the end of 2021 that makes it reasonable to consider that the
banks will not oppose a rescheduling of the outstanding balance loans in
2021 over the following years. Thus, the Commission considers that
Semenarna will be profitable and not subject to liquidity issues in the
foreseeable future, including at the end of the restructuring period in 2021.
Pessimistic scenario
(93) In accordance with point 50 of the R&R Guidelines, the Slovenian
authorities have also prepared a pessimistic scenario. In this scenario, the
Slovenian authorities have assumed a 10% decrease in overall revenues
between 2019 and 2021 compared to the forecasts of the central scenario15
.
13
For each of the three aggregates, the percentage mentioned is an average of the 2012-2016 mediana of a
sample of 15 Slovenia-based companies and respectively 9 multinational companies active on the EU
market.
14 Surplus cash assets are defined by Slovenia in this case as cash assets at the end of the year exceeding
the value of EUR 700,000.
15 The financial performance of Semenarna in 2018 has been assumed identical as in the central scenario.
This assumption appears realistic considering the pessimistic plan was submitted by Slovenia in April
2018 at a time where almost one third of this year has elapsed ; furthermore, short term forecasts can
reasonably be considered as more reliable as medium/long-term ones.
19
This 10% variation corresponds to the average deviation observed over the
2014-2017 period between the planned and actual annual revenues of
Semenarna. Considering the fact that the revenues arising from the
restructuring measures account for a small share of Semenarna's aggregate
revenues ([0;3.33%] in 2018, [3.34%;6.66%] in 2019, [6.67%;10%] in 2020
and [10.01%;13.33%]% in 2021, based on Table 2), the above assumption of
the pessimistic scenario can be considered as conservative enough to
represent a worst-case scenario.
(94) Variable costs (e.g. offering additional services of planting, which are
directly related to the achieved revenues), are reduced in the pessimistic
scenario, since such scenario foresees that the sales plan will not be fully
implemented. Fixed costs (work-related or new employment, rents, etc.), are
the same as under the realistic scenario, since Semenarna will fully pursue
its planned business restructuring. The variable on which Semenarna has a
somewhat smaller impact is revenues, thus making it appropriate to use it as
the key parameter to test in order to simulate the risks related to Semenarna's
operations.
Table 5 - Selected projected financial data under the pessimistic scenario
(in EUR million)
2018 (f) 2019 (f) 2020 (f) 2021 (f)
Net sales revenues
[28.0;33.0] [28.0;33.0] [28.0;33.0] [28.0;33.0]
EBITDA [0;2.0] [0;2.0] [0;2.0] [0;2.0]
Net profit [0;1.5] [0;1.5] [0;1.5] [0;1.5]
Cash balance (carried forward)
[0;1.0] [0;1.0] [0;1.0] [0;1.0]
EBITDA margin (%)
[0;5%] [0;5%] [0;5%] [0;5%]
D/EBITDA [40;60] [10;20] [0;10] [0;10]
Return on Equity (ROE)
[20%;30%] [0;5%] [10%;20%] [10%;20%]
(95) In this scenario, the D/EBITDA ratio reached in 2021 would be equal to
[0;10.0]x, while the EBITDA margin ([0;5.0%]%) and the ROE
([10%;20%]) reached by Semenarna at the end of the restructuring period
are reduced. However, these indicators remain broadly in line with market
20
standards (see recital (90))16
. Furthermore, even in this pessimistic scenario,
Semenarna is still able to serve its debt and avoid liquidity problems over the
restructuring period. Extended forecasts until 2025 show that the State aid
loan is still to be fully repaid by that timeframe in that scenario as well.
Conclusion
(96) In view of the above, the Commission considers that the proposed
restructuring measures are capable of restoring long-term viability of the
Semarna within a reasonable timeframe.
3.3.5 Proportionality of the aid and burden sharing
(97) Pursuant to points 61 to 64 of the R&R Guidelines, the amount of
restructuring aid must be limited to the strict minimum necessary to enable
restructuring to be undertaken. A sufficient level of own contribution to the
restructuring costs and of burden sharing must be ensured. This contribution
should normally be comparable to the aid granted in terms of effect on the
solvency or liquidity position of the beneficiary. This contribution must also
be real and actual. According to point 64 of the R&R Guidelines, own
contribution can be considered to be adequate if it amounts to more than
50% of the restructuring costs.
(98) The different resources proposed by the Slovenian authorities as own
contribution are successively reviewed.
3.3.5.1 Conversion of the secured part of DBS' receivable into equity
(99) The Slovenian authorities accounted as own contribution the secured part
(EUR 0.5 million) of DBS's receivables (totalling EUR 2.1 million)
converted into capital in March 2017 (see recital (23) and (37)ii). Slovenia
provided convincing explanations showing that the value of the collateral
benefiting to DBS (circa EUR 3 million) has an order of magnitude
exceeding by far the amount of the secured portion of DBS' receivables.
Thus, the conversion into equity of this secured portion of receivables by
DBS represents a real testimony of DBS' trust into Semenarna's future, as
DBS could have recovered otherwise the value of its claim by enforcing
them and requesting Semenarna to sell the collateral it benefits from as part
of a bankruptcy procedure.
(100) DBS is a cooperative bank not related to the State (see recital (13)). Thus,
this financial operation does not involve State resources. The Commission
therefore considers that the conversion into capital of the secured part of
DBS's receivables is a valid own contribution, free of aid.
3.3.5.2 Sale of rendudant properties
(101) On 26 April 2018, Semenarna had already sold EUR [0;10.0] million out of
EUR [0;10.0] million expected proceeds from real estate as part of its
restructuring plan. In line with Slovenia's submission dated on 11 April
2018. The Slovenian authorities also submitted that all the purchasers of
these premises have been private companies. In particular, the purchaser of
16 One should also consider that the Slovenian competitors of Semenarna are likely to be similarly affected
in case for instance of decrease in revenues caused by bad weather conditions and to generate poorer
financial performance like Semenarna.
21
the Kaposvár premises, who is to pay the sale price […], has a credit rating
characterised by a "minimal risk" of default according to a rating by an
independent expert (Dun & Bradstreet) provided by the Slovenian
authorities. Thus, these proceeds can be considered as real, actual and free of
any State aid. As a conclusion, the Commission considers that the sale of
redundant estate for EUR [0;10.0] million already performed constitutes a
valid own contribution, contributing to the early repayment of Semenarna's
creditors in line with the MRA 2017.
(102) The Commission notes that Semenarna is to sell other redundant properties
until the end of the restructuring period for an amount estimated at EUR 0.5
million, with the view of contributing to the restoration of the long-term
viability of Semenarna through early repayment of Semenarna's loans. The
Commission notes that the Slovenian authorities did not ask for the latter
sales to be accounted as own contribution.
3.3.5.3 Write-off of claims by […], […] and […]
(103) […], […] and […] are privately-owned ordinary creditors that have granted
to Semenarna a write-off amounting EUR [0;1.0] million in 2017. In the
absence of information about the recovery rate that these creditors might
have expected at that time in case of liquidation of Semenarna, the
Commission cannot take this amount into account as a valid own
contribution.
3.3.5.4 The financial effect of the efforts aggred by DUTB, NKBM and NLB as part of the
MRA 2017 as well as DBS regarding the non secured part of its receivables
(104) The Slovenian authorities estimated at EUR [0;2.0] million the contribution
attached to the subordination of the non-secured part (Tranche 3) of the
DUTB and NKBM's receivables as well as for the unsecured part of DBS'
receivables. The Commission considers this calculation as correct, as it is
relies on the [0;25%]% recovery rate computed by an independent financial
advisor for DUTB, NKBM and DBS's unsecured receivables in case of
Semenarna’s bankruptcy.
(105) As regards the proposed own contribution (EUR [0.5;2.0] million) attached
to the rescheduling of the principal instalments of the secured tranche
("Tranche 1") of DUTB, NKBM and NLB's loans, the Slovenian authorities
have computed the difference between the net present value of the principal
instalments for the three loans over the 2017-2021 period before and after
the reprogramming of their amortisation schedule17
.
(106) As regards the contribution attached to interest (EUR [0.5;2.0] million):
i. Regarding the decrease in interest rate margin for the secured tranche
(Tranche 1) of DUTB, NKBM and NLB's loans (EUR [0.5;2.0] million),
the Slovenian authorities have computed the difference of the net present
value of interest instalments for these three loans over the 2017-2021
period before and after the decrease of the interest rate margin of the loans
17 In both cases without taking into account early repayments due notably to sales of estate already
performed as part of the notified restructuring plan. The discount rate used is the sum of the Base rate
applicable to Slovenia at the time of signature of the MRA 2017 in February 2017 (- 0,07%) plus 100
bps (see footnote 21), plus additional margin of 400 pbs for the secured portion (Tranche 1) of those
loans (well covered by collaterals according to the Slovenian authorities).
22
from [3%;5%] to [0%;3%], based on the (same) amortisation profile and
annual balance of the three loans (secured tranche) before their
reprogramming by the 2017 MRA18
.
ii. Regarding the contribution attached to the savings of interest payment for
the unsecured tranche (Tranche 3) of DUTB and NKBM unsecured
tranche (EUR [0;1.0] million), the Slovenian authorities have computed
the net present value of interest instalments for these two loans over the
2017-2021 period applicable before the subordination of Tranche 319
.
(107) The Commission finds that the methodology used by the Slovenian
authorities to quantify the contribution of DUTB, NKBM and NLB to the
restructuring plan (see recital (105)) is valid as regards the quantification of
the effect of the rescheduling of the amortisation (principal repayment)
profile of the secured part of their loans (Tranche 1).
(108) However, the Commission observes that the calculation performed by the
Slovenian authorities for quantifying the contribution attached to the interest
rate reduction (see recital (106)i) does not correctly account for the change
in interest instalments that Semenarna will have to bear as a result of the
MRA 2017: the contribution attached to the reduction in interest margin
granted by the three aforementioned lenders may rather be computed as the
difference of the net present value between (a) the interest instalments at a
rate of Base rate (-0,07 %)20
, plus 100 pbs21
, plus [3%;5%]with based on the
amortisation profile (and related balance of loans) before the rescheduling
planned in the MRA 201722
and (b) interest instalments due for Tranche 1 at
a rate of Base rate (-0,07 %), plus 100 pbs, plus [3%;5%] based on the
amortisation profile (and related balance of loans) after the rescheduling
planned in the MRA 201723
.
(109) As far as the proposed contribution relating to savings in interest in Tranche
3 is concerned (see recital (106) ii), the Commission finds that it cannot be
validly accounted as own contribution as the recovery that DUTB and
NKMB could have reasonably expected from their claims in case of
liquidation of Semenarna appears to have been already captured in full as
part of the calculation regarding principal (see recitals (104) and (106)ii).
(110) Based on the calculation detailed in Annex 1, the Commission estimates at
EUR [0.5;2.0] million the contribution attached to the reduction in interest
18 See footnote 17. 19 The discount rate used equals to the base rate applicable to Slovenia at the time of signature of the MRA
2017 in February 2017 (- 0,07%) plus 100 bps (see footnote 21), plus additional margin of 1000 pbs for
the unsecured portion (Tranche 3) of those loans. 20 Relevant Base rate for Slovenia in February 2017. 21 The Communication from the Commission on the revision of the method for setting the reference and
discount rates (2008/C 14/02) foresees that the "the Commission reserving the right to use shorter or
longer maturities adapted to certain cases". Considering that the maturity of the loans at stake is higher
than the 1-year maturity underlying the Base Rate, the Commission adds in the present case 100 bps to
the Base Rate and interest rate margin (the same reasoning is used in the discount rate, see footnote 17). 22 The Commission considers as valid to take into account the contribution attached to the fact that
Semenarna will no longer have to pay interest on Tranche 3 based on Semenarna's submission (by
comparison to an interest rate margin of [3%;5%] before the bank agreed on the 2017 MRA). 23 See footnote 17.
23
margin combined with the principal instalments' reprogramming agreed for
Tranche 1 by DUTB, NKMB and NLB.
Absence of aid as part of NLB, DUTB and NKBM restructuring measures part
of the 2017 MRA
(a) NLB
(111) The Slovenian authorities have submitted the following elements to support
the fact that those contributions were free of aid regarding the State-owned
NLB and DUTB.
(112) NLB is a joint stock company under ordinary company law rules, a
regulated bank which competes on the market with privately-owned banks
and its corporate governance confirms that public authorities have no
supervisory or any other powers that would enable any organic link between
NLB and the State.
(113) Based on NLB's Articles of Association, the State has no influence over
NLB corporate governance bodies. Article 20 of the Articles of Association
expressly provides that supervisory board of the bank shall consist of 9
members whereby two third of them shall qualify as independent experts.
The cited article further sets out that independent experts can be deemed
experts who are not employed and were not in the last 24 months prior to the
appointment employed with the Government of the Republic of Slovenia
and did not hold any leading or managing position in political parties in
Slovenia.
(114) The Supervisory Board appoints the Management Board of the bank at its
meeting. The required quorum for the Supervisory Board meetings is at least
half of the Supervisory Board members (Article 23(2) of the Articles of
Association) and the Supervisory Board makes its decision with the majority
of the votes cast (Article 23(3) of the Articles of Association). Hence, the
Slovenian authorities consider that it is thus clear that any resolution which
would be adopted due to the votes of members of the Supervisory Board
who are not independent experts can occur in rare circumstances. No
government authorisation of any kind is set out in the Articles of Association
for any decision making, such as the decision of restructuring of the bank’s
debtor.
(115) In the case of Semenarna’s restructuring, the resolution to consent to entry
into the 2017 MRA was adopted by the Credit Committee for legal entities
on its 51st regular session on 28/12/2016. The Credit Committee authorised
the Sector for Restructuring and the Department for Restructuring of Small
and Medium Enterprises. The Slovenian authorities thus consider that the
decision was adopted by an ordinary bank decision making body, based on
their economic expertise and following the economic assessment of the
decision.
(116) It follows from the described circumstances that no indicators for
imputablity of the action of NLB to the State exist in this case. Hence, the
24
Slovenian authorities consider that the action by NLB cannot be imputable
to the Republic of Slovenia.
(117) Besides, the Slovenian authorities submit that it follows from the Credit
Committee resolution that the decision was based on the careful ex-ante
analysis of the credit worthiness of Semenarna, on the basis of the
independent business review of Semenarna by external advisor KF Finance
and legal support to the envisaged transactionTherefore, it can be established
that by NLB acting as a private creditor Semenarna could not get any
advantage. Any existence of State aid is thus excluded also for this reason.
Thus, the Slovenian authorities consider that is is evident that NLB acted in
accordance with market economy operator in the matter.
(118) As a consequence of recitals (116) and (117), the Slovenian authorities
consider that NLB's actions towards Semenarna in the context of the 2017
MRA were free of aid.
(b) DUTB
(119) Regarding DUTB, the Slovenian authorities submit that it is established by
the Act Regulating Measures of the Republic of Slovenia to Strengthen the
Stability of Banks24
. Nonetheless, the main tenet of DUTB was to ensure its
independence from political interests and instructions. The Slovenian
authorities explain that it expressly follows from the legislative preparatory
material that the supervision of the Ministry of Finance over DUTB shall in
no event mean that the ministry shall influence DUTB’s business
decisions.25
The governance structure set out in the Articles of Association
of 23/12/2016 (the version applicable when DUTB was deciding on
Semenarna’s restructuring) mimicked the operational organization of a bank
and precluded any state influence on business decisions by DUTB.
(120) In case of Semenarna’s restructuring, it was the credit committee of DUTB
which proposed to the Executive Credit and Investment Committee
(“ECIC”) on 26/01/2017 to authorize a long-term debt restructuring
agreement from 1/01/2017 to 31/12/2021 under the conditions denoted in the
Agreement on Financial Restructuring. The members of ECIC (whereof no
one was a government representative) unanimously approved the action
proposed by the Creditor Committee.
(121) The Slovenian authorities consider that based on the Stardust Marine
imputability indicators, DUTB’s decision to enter into the 2017 MRA of
Semenarna was not imputable to the Republic of Slovenia.
(122) Further to that, the Slovenian authorities explain that DUTB based its
decision on independent business review of Semenarna by KF Finance
prepared in January 2017, hence before the entry into the 2017 MRA, and
considering the value of its collateral and position as partly secured and
partly unsecured creditor in case of Semenarna’s bankruptcy and in case of
successful restructuring of Semenarna. The Commission considers that this
can be deemed as the analysis that a prudent private creditor would
undertake in market circumstances.
24 Official Gazette of the Republic of Slovenia, no. 105/12 as amended "ZUKSB". 25 Ibid., page 9.
25
(123) The Slovenian authorities thus consider that the circumstances of the
transactions stated above and the business/economic assessment on
Semenarna’s debt restructuring carried out at the creditor committees of
NLB and DUTB jointly corroborate that NLB and DUTB acted in
accordance with market economy operator principle.
(124) In view of the above-mentioned facts DUTB's action as part of the 2017
MRA were not imputable to the Republic of Slovenia, and furthermore,
DUTB acted in accordance with market economy operator principle. The
Slovenian authorities thus claim that DUTB’s actions thus did not constitute
State aid.
Conclusion on the absence of aid related to the restructuring measures by NLB
and DUTB
(125) As a conclusion, the Commission has not found any evidence indicating that
the State influenced the decisions of the NLB and DUTB banks concerned in
relation to the 2017 MRA, within the meaning of the Stardust Marine case
law26
. On the contrary, the above-mentioned facts submitted by Slovenia
demonstrate that each of the banks assessed the proposed restructuring terms
based on economic considerations and in line with their standard internal
decision-making processes. The Commission also finds that the
circumstances are similar to the Cimos case27
in which the Commission
concluded that the decisions of NLB and NKBM were not imputable to the
State. Therefore, the Commission considers that the decisions of NLB and
DUTB to participate in measure 1 are not imputable to the State as well as
compliant with the market economy creditor principle in view of facts
detailed in recitals (117) and (122). As conclusion, those measures are free
of aid.
(c) NKBM
(126) The Commission also observes that considering NKBM's shareholding
controlled by the Apollo fund and the EBRD at the time of the adoption of
the 2017 MRA, NKBM's action towards Semenarna within the context of
this 2017 MRA did not involve State resources. As a consequence, the
Commission considers it is also free of aid.
(127) Therefore, the reduction in interest rates and the reprogramming of loans and
conversion into receivables from NKBM, NLB and DUTB are free of aid
and constitute a valid own contribution.
(128) On the basis of the above, Semenarna's own contribution amounts to EUR
8.3 million, which represents 73% of the restructuring costs, in compliance
with the requirement foreseen on the point 64 of the R&R Guidelines. This
own contribution is summarised in Table 6.
26 Judgment in French Republic v Commission (Stardust Marine), C-482/99, EU:C:2002:294. 27 Commission Decision of 8.6.2015 on the State aid SA.37792 (2014/C) (ex 2013/N) which Slovenia is
planning to implement for the Cimos Group.
26
Table 6 - Own contribution compliant with the R&R Guidelines (EUR million)
Restructuring costs
Business restructuring (see detail in Table 1) [2.0;4.0]
Repayment of DBS' bridge loan [2.0;4.0]
Other financial restructuring costs [0;10.0]
Total restructuring costs 11.3
Sources of financing
State aid (loan) 3.0 (27%)
Capital increase (conversion of the secured part of DBS' receivable into capital)
0.5
Contribution attached to the approval by DUTB, NKBM and NLB as part of the MRA 2017 (secured claims – Tranche 1) of a reduction in interest rate margin and of a reprogramming of their secured loans (see recital(110))
[0.5;2.0]
Financial effect of the conversion of the non secured part of DBS receivable into capital and subordination of the non secured tranche ("Tranche 3") of NKBM and DUTB's claims
[0;2.0]
Write-off of claims by […], […] and […] 0
Sale of redundant real estate and Rodovita stores already performed
[0;10]
Total own contribution 8.3 (73%)
Total resources 11.3
(129) Furthermore, the Slovenian authorities explain that the cash outflows from
Semenarna to holders of equity and/or subordinated debt holders
(subordinated debt principal and interest payments and dividends) will be
prevented during the restructuring period; also, Semenarna shall not
recommend or propose to the general meeting or the supervisory board to
pay (actively or passively) dividend or any other measure with a similar
economic effect ; DBS as shareholder fully absorbed Semenarna’s losses by
converting its entire receivables into Semenarna’s equity; additionally, […]
prevents both profit distribution and any measures with a similar economic
effect; and further, subordinated creditors renounced their principals and
interest payments (except in exceptional circumstances such as bankruptcy,
change of control or if a profit distribution was made to shareholders). The
Commission thus considers that the point 66 of the R&R guidelines relating
to burden sharing is fulfilled. While based on point 69 of the R&R
guidelines, the Commission is not required to require a contribution from
senior debt holders to the restoration of the beneficiary's equity position, it
notes that the decrease in interest rate and reprogramming of principal
repayment schedule that they granted to Semenarna as part of the 2017
27
MRA (see recital (23)) will have a beneficial effect on Semenarna's
profitability over the restructuring period.
(130) Lastly, the Commission notes that the aforementioned own contributions
make it possible for Semenarna to solve its liquidity problems similarly to
the State aid by providing it with the financial resources to repay the DBS
bridge loan and pay for the business restructuring measures proving
indispensable for its survival. The reprogramming of the aforementioned
secured part of NLB, DUTB and NKMB's loans together with the State loan
allows Semenarna to reach a repayment profite of its financial liabilities in
line with its debt serving capacities.
3.3.6 Negative effects
3.3.6.1 One time last time
(131) According to point 71 of the R&R Guidelines, if the firm concerned has
already received rescue or restructuring aid in the past, including any un-
notified aid, and where less than 10 years have elapsed since the rescue aid
was granted or the restructuring period came to an end or implementation of
the restructuring plan has been halted (whichever is the latest), the
Commission will not allow further rescue or restructuring aid.
(132) The Slovenian authorities declared that Semenarna has not previously
received any rescue aid, restructuring aid or temporary restructuring support
in the last 10 years. Therefore, the Commission finds that the the 'one time,
last time' principle (point 70 and following of the R&R Guidelines) is met in
the case at stake.
3.3.6.2 Avoidance of undue distorsions of competition
(133) Pursuant to point 76 of the R&R Guidelines, when restructuring aid is
granted, measures must be taken to limit distortions of competition, so that
adverse effects on trading conditions are minimised as much as possible and
positive effects outweigh any adverse ones. According to point 87 of the
R&R Guidelines, the extent of the measures to limit distorsions of
competition will depend on several factors, such as, in particular the size and
nature of the aid. According to point 90, greater degrees of own contribution
and burden sharing than those required under section 3.5.2 of the R&R
Guidelines, by limiting the amount of aid and moral hazard, may reduce the
necessary extent of measures to limit distortions of competition.
(134) The Slovenian authorities mentioned in the Restructuring plan several
measures aimed at limiting the distortion implied by the State aid loan on
competition.
(135) Firstly, Semenarna will implement the following structural measures: (i)
closure of Rodovita stores (ii) waiver of part of its revenues from the sale of
vegetable seeds in retail sales28
. The Rodovita business generated an average
turnover of about EUR [1.5;3.5] million over the 2014-2016 period, before
the beginning of the restructuring period, and a strictly positive profit based
28 Namely by discontinuing the production and sale of 14 items from the […], 17 items from the […], 12
items from the […], 29 items from the […] and 22 items from the […].
28
on information submitted by the Slovenian authorities29
. This voluntary
disvestment includes selling the three related Rodovita stores owned by
Semenarna as part of the restructuring plan. This release of capacities will
facilitate the competitor’s entry or expansion on the retail market for seeds
in Slovenia, since the real estate has been adapted to the sale of such
products.
(136) Secondly, the Slovenian authorities also submitted that Semenarna will
voluntarily give up a higher growth than it could achieve, considering the
compound annual growth rate (CAGR) in the segment; moreover, it will
impose some self-limitations in the expansion of the retail network through
Kalia stores. The Slovenian authorities estimated that Semenarna will
voluntarility renounce to earn EUR 20.2 million less revenues than it could
if it pursued the expected level of growth of the European market.
(137) Third, Semenarna will also refrain from acquiring shares in any company
during the restructuring period unless it proves indispensable to ensure its
long-term viability and is approved by the Commission as a modification of
the restructuring plan. It will also refrain from publicising State support as a
competitive advantage when marketing its products and services.
(138) The Commission notes that the Slovenian authorities failed to provide
evidence of Sermenarna's ability to achieve the growth evoked in recital
(136). Thus, the Commission considers that the fact that Semenarna
renounces to grow at the same rythmus as the market CAGR (see recital
(136)) is not a valid compensatory measure.
(139) However, the Commission considers that the closure of Rodovita stores
represents an important structural compensatory measure in relation to
criterion 78 of the R&R Guidelines as it represents [5%;10%] of
Semenarna's turnover (based on 2016 figures), also noting that the Slovenian
authorities have submitted evidence that this was not a loss-making activity.
(140) The Commission also notes that this voluntary withdrawal from the market
corresponds to a renouncement to a turnover of circa EUR [1.5;3.5] million
(see recital(135)), which outweighs, in terms of turnover, the additional
revenues that Semenarna expects to get from the opening of […] at the end
of the restructuring period (EUR 0.84 million, based on Slovenia's
submission) as well as increase in export sales expected from the
restructuring measures (EUR [0;0.25] million in 2021).
(141) Moreover, Slovenia explained that Semenarna's partial expansion (in […]
channel and exports) is necessary to restore its viability on the market and
shall thus can be considered as a permitted measure essential to ensure its
viability and not as envisaged use of State aid for unpermitted purposes.
Point 84 of the R&R guidelines indeed provides for an exception to the
general prohibition of funding investments or expansion of the beneficiary’s
presence in existing or new markets "where indispensable to ensure the
long-term viability of the beneficiary”. The Commission finds that the size
29 According to the Slovenian authorities, the impact of Semenarna voluntarily renouncing to selling
certain vegetable seeds corresponds to a turnover EUR [0;1.5] million per annum.
29
of the expansion expected by Semenarna does not exceed what is needed to
restore its viability on the market and thus is a permitted measure.
(142) Thus, taken as a whole, it appears that the compensatory measures proposed
are proportionate to the size and relative importance of Semenarna on the
market and adequate to address the distortions of competition. In view of the
above, the proposed measures constitute a genuine compensation for the
distortion of competition caused by the granting of the aid and are adequate
to ensure that the adverse effects on trading conditions resulting from the aid
are minimised.
(143) Consequently, the aforementioned compensatory measures comply with
points section 3.6.2.1 of the R&R Guidelines.
3.4 Transparency
(144) The Commission considers that the compatibility criterion laid down in
section 3.7 of the R&R Guidelines has been fulfilled, as the Slovenian
authorities have committed to publish the aid granting decision and meet
other transparency requirements on the following official websites of the
Slovenian authorities: www.mgrt.gov.si and www.mf.gov.si.
3.5 Conclusion on compatibility
(145) In view of the above, the Commission considers that the restructuring aid to
Classen fulfils all the conditions laid down in the R&R Guidelines.
4. CONLUSION
(146) The Commission has accordingly decided not to raise objections to the
restructuring aid on the grounds that it is compatible with the internal market
pursuant to Article 107(3)(c) of the Treaty on the Functioning of the
European Union.
(147) Moreover, the Commission recalls the beneficiary's obligation to fully
implement the restructuring plan30
, Slovenia's duty to ask the Commission to
agree to changes to the restructuring plan31
, as well as Slovenia's obligation
to submit annual reports to the Commission during the restructuring
period32
. Finally, the Commission must be notified of any plans to grant new
aid to the beneficiary during the restructuring period, even in accordance
with a scheme that has already been authorised.
(148) Due to the urgent need to adopt and address a decision relating to the State
aid at stake, the Slovenian government exceptionally agreed by letter dated
17 May 2018 to waive its rights deriving from Art. 342 TFEU in conjunction
with Art. 3 of the EC Regulation 1/1958 and to have this decision adopted
and notified pursuant to Article 297 of the Treaty in English.
If this letter which should not be disclosed to third parties, please inform the Commission
within fifteen working days of the date of receipt. If the Commission does not receive a
reasoned request by that deadline, you will be deemed to agree to the disclosure to third
30 R&R Guidelines, point 122. 31 R&R Guidelines, point 124. 32 R&R Guidelines, point 131.
30
parties and to the publication of the full text of the letter in the authentic language on the
Internet site: http://ec.europa.eu/competition/elojade/isef/index.cfm.
Your request should be sent electronically to the following address:
European Commission
Directorate-General Competition
State Aid Greffe
B-1049 Brussels
Fax: +32 2 296 12 42
Done at Brussels,
For the Commission
Margrethe VESTAGER
Member of the Commission
31
Annex 1 – Detail of own contribution attached to the restructuring of secured loans
granted by NLB, NKBM and DUTB as part of the 2017 MRA
TRANCHE 1
THE PRINCIPAL OF THE TRANCHE 1
31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020
NLB 9,320,348 9,320,348 8,433,934 7,360,907 0
BAMC 6,462,272 6,462,272 5,648,137 4,662,606 0
NKBM 1,356,756 1,356,756 1,212,208 1,037,230 0
TOTAL (A) 17,139,376 17,139,376 15,294,280 13,060,743 0
2017 2018 2019 2020 2021
Interest before restructuring [=A (average N-1 / N) x B] 759,274 718,405 628,064 289,295 0
Interest rate [Base Rate + 1% +[3%;5%] ] (B) 4.43% 4.43% 4.43% 4.43% 4.43%
Period 1 2 3 4 5
Discount factor [Base Rate + 1%+4%] 0.9530 0.9082 0.8656 0.8249 0.7861
Present value of interest 723,601 652,485 543,632 238,640 0
Total present value of interest (1) 2,158,357
Repayment of principal of loans from regular repayments 0 1,845,096 2,233,537 13,060,743
Present value of principal 0 1,675,790 1,933,278 10,773,807
Total present value of principal (2) 14,382,874
THE PRINCIPAL OF THE TRANCHE 1
31/12/2016 31/12/2017 31/12/2018 31/12/2019 31/12/2020 31/12/2021 31/12/2022
NLB 9,320,348 9,163,684 8,843,263 8,416,036 7,882,002 7,561,581 0
BAMC 6,462,272 6,349,979 6,118,879 5,810,745 5,425,578 5,194,478 0
NKBM 1,356,756 1,333,093 1,284,614 1,219,975 1,139,176 1,090,697 0
TOTAL (C) 17,139,376 16,846,756 16,246,756 15,446,756 14,446,756 13,846,756 0
2017 2018 2019 2020 2021 2022
Interest after restructuring [=C (average N-1 / N) x D] 582,862 567,554 543,544 512,674 485,234
Interest rate [Base Rate + 1% + [0%;3%]] (D) 3.43% 3.43% 3.43% 3.43% 3.43%
Period 1 2 3 4 5 6
Discount factor [Base Rate + 1%+4%] 0.9530 0.9082 0.8656 0.8249 0.7861 0.7492
Present value of interest 555,477 515,475 470,474 422,905 381,463 0
Total present value of interest (3) 2,345,794
Repayment of principal of loans from regular repayments 292,620 600,000 800,000 1,000,000 600,000 13,846,756
Present value of principal 278,872 544,944 692,454 824,900 471,686 10,374,090
Total present value of principal (4) 13,186,945
Contribution attached to Tranche 1 (interest rate margin
reduction & reprogramming) (=1+2-3-4) [0.5;2.0] (EUR million)
post-MRA 2017 (amortisation schedule foreseen in the MRA 2017)
pre-MRA 2017 […]