LUKA KOPER, d.d., Koper
Response to the bill on the construction, administration and management of the second railway track Divača – Koper
On the basis of the Rules of Ljubljana Stock Exchange and the Financial Instruments Market Act RS, Luka Koper, d.d. publishes the following information:
The bill on construction, administration and management of the second track of the Divača – Koper railway line which was made public on Friday (24 March 2017) and will remain subject to public consultation until tomorrow, has been assessed by Luka Koper d.d. as unacceptable both from the financial perspective and from the perspective of the concession agreement executed between the company and the Republic of Slovenia in 2008.
Based on 2016 throughput data, the sum of the tax anticipated for each commodity group would total 17.9 million euros. Considering the last year performance, such burdens would decrease EBIT margin from 37.3 % to 27.9 % and ROE from 13.8 % to 9 %. To give an idea, the performance targets that were set by the Slovenian Sovereign Holding to the Port of Koper for year 2016 (i.e. a 37 % EBITDA margin and an 11.5 % ROE) could no longer be met by the company.
In Luka Koper, we are of the opinion that the proposed bill on construction, administration and management of the second track of the Divača – Koper railway line does not implement one of the basic objectives defined under item 2.1 of the bill’s explanation, that is maintaining and improving the competitive advantage of the Port of Koper. For our company, the adoption of the bill would mean that the company could no longer invest in the port’s development (i.e. in its infrastructure, machinery and equipment) in line with its needs and adopted strategy. Furthermore, the company would lose it competitive advantage over its competitors in the North Adriatic and on larger scale in the medium term. This would affect not only the position of the port operator Luka Koper d.d. but also the position of all commercial companies and other business entities whose activity is related to the Port of Koper (agents, forwarding agents, inspection companies and others).
If inhibiting further development of the port, the construction of an additional railway infrastructure should really be called into question, also by considering that the initial intention was that the port’s development and growth would generate additional quantities to be dispatched by new railway capacities.
The proposed new tax brings in substantial changes in the operations of Luka Koper, also in the company’s relation with its creditors to whom the company owes contractual obligations. It should also be pointed out that Luka Koper is a public limited company with more than 10,000 shareholders who will be facing lower profitability and, consequently, lower dividends.
The sustainability of the proposed bill is equally questionable from the point of view of the concession relationship between the Port of Koper and the state, also from the perspective of the state’s obligations towards the concession-holder as stated in the provision under point 11.6. of the concession agreement, stating:
“If by adopting a regulation, an individual act or other measure which is in the public interest, the grantor of concession (i.e. the Republic of Slovenia) alters the conditions on which the concession-holder (i.e. the Port of Koper) implements its rights and obligations under the concession agreement to the extent that the concession-holder incurs additional costs and expenses, the concession fee shall be decreased, based on previous approval of the grantor of concession, by the amount of these additional costs and expenses, and the calculation of the new concession fee shall occur on the first annual breakdown taking place after the coming into force of such regulation, individual act or measures adopted by the grantor, unless another solution for the covering of these costs is provided by the grantor of concession.
If additional costs and expenses cannot be off-set with the amount of the concession fee as stated above, the grantor of concession shall reimburse the concession-holder all costs actually incurred. This provision does not apply to the introduction or amendment of general public charges and other liabilities applying generally to all legal and natural entities.”
Due to additional financial burdens on the concession-holder, i.e. the Luka Koper d.d., as anticipated in the proposed bill, the new tax would seriously threaten the implementation of the Business Strategy of the Company and the Group until 2030 and the Strategic Business Plan of the Company and the Group until 2020 that were approved by the competent company’s bodies in 2015 and with which the company’s general assembly was acquainted as well.
The Management Board