Lately, many shareholders in public limited companies have turned to the PanSlovenian Shareholders' Association (VZMD) and stated that they have received various letters and very strange offers from IGOR ŠTEMBERGER, the CEO and owner of ILIRIKA bornz-posredniška družba, d.d. (a brokerage company). In certain cases, the offered prices for shares were extremely low. In others, they offered shareholders shares of the company ILIRIKA MOJA ZVEZDA, d.d., in exchange for their existing shares, and in some, they even presented two separate offers – either a purchase price or an exchange of stocks. VZMD did not notice that ILIRIKA d.d., which should be taking care of the interests of their clients, warned them that an "exchange" of shares represents a divestiture of old, and an acquisition of new, shares, which can have, among other things, very negative tax consequences for the shareholders at their next sale.
In this context, it is worth remembering the mass of disappointed shareholders who exchanged their shares for the shares of the company ILIRIKA MODRA ZVEZDA, d.d., a couple of years ago. Back then ILIRIKA also exchanged various shares of shareholders for the newly issued shares of IMZR often at what seemed an excellent conversion rate. Furthermore, shareholders were promised that their investment would further appreciate in value and that shares would even be listed. After many years of paying for brokerage expenses of ILIRIKA, instead of the promised listing of shares, they received a pitiful takeover bid by their stockbroker. ILIRIKA offered them a measly rate of EUR 0.20 per share, while the issue value at the stock exchange in 2017 was EUR 1.10 per share – i.e., 5.5 times as much.
After many procedures and intensive negotiations (VIDEO), VZMD did manage to negotiate a 55% higher price of EUR 0.31 for the shareholders who came together as part of the Shareholder’s Agreement, however, this value was still far from the share price, which people invested in. Consequently, most shareholders received pennies for their shares which they exchanged for the newly issued shares of ILIRIKA MODRA ZVEZDA, while in certain cases, the market value of the shares that ILIRIKA, more than two years earlier, exchanged for new shares for the shareholders was more than 1,000% higher.
Additionally, the VZMD president warned that "because of justifiably pointing out the extremely questionable actions by ILIRIKA, ILIRIKA initiated a widespread and intensive campaign against VZMD aimed at destroying the Association and "Share SUPPORT" (VIDEO), which is the only bastion in the fight against the rip-off of small investors by the only exclusive brokerage company in Slovenia – ILIRIKA." As a broker and a "confidant" to shareholders, they lulled the shareholders into a "scheme" that sucked out more than 80% of the investment value of the shares held by many shareholders in just a few years. VZMD, its President, and certain business partners of the Association, were reported to various authorities: the Labour Inspectorate, the Market Inspectorate, the Financial Administration of the Republic of Slovenia (FURS), and the Securities Market Agency.
While most authorities quickly and correctly concluded their procedures without having found any serious violations of regulations, ATVP, unfortunately, took it upon themselves to make the operations of VZMD and "Share SUPPORT" more difficult. "With a series of questions, requests for information, and short deadlines for replies, they deliberately hampered the operations of the "Share SUPPORT" team for quite some time, as well as causing them an additional burden in their extensive work, i.e., the protection of the rights and interests of thousands of small shareholders who registered with the civil society organisation. However, the very same ATVP has been tolerating and enabling the aforementioned outrageous actions of ILIRIKA in which they play a decisive role, unknown in even the most lightly regulated capital markets! The glaring conflict of interest of ILIRIKA very clearly causes disadvantages to shareholders and paves the way towards the inevitable downfall of minority shareholding in Slovenia," warns Mr Verbič.
Therefore, VZMD calls on shareholders who have received offers from ILIRIKA to very carefully read the entire letter – including the FINE PRINT: "Disclosures related to conflicts of interests" and "Limitation of liability". Among other things, the fine print states, "that the interests of the company ILIRIKA Fintrade, d.o.o., ILIRIKA MOJA ZVEZDA d.d. and the client of ILIRIKA, who would decide to sell or exchange securities, conflict, because the interest of the company ILIRIKA Fintrade, d.o.o. and ILIRIKA MOJA ZVEZDA d.d. is the purchase or the exchange of securities under the most favourable conditions for them, while the interest of the client who would decide to sell or exchange securities is the sale or exchange of securities under the most favourable conditions for them". The fine print also reveals that the same IGOR ŠTEMBERGER is behind all offers and options: "the 96% owner of ILIRIKA and the chairman of the board of the company. He is also the 100% owner of the company ILIRIKA Fintrade, the CEO, and a 100% owner of the company ILIRIKA MOJA ZVEZDA.
While many shareholders of ILIRIKA MODRA ZVEZDA were unable to even cover past expenses for keeping the trading account at ILIRIKA with their purchase prices, IGOR ŠTEMBERGER, the CEO and majority owner of all companies in the ILIRIKA GROUP took very good care at least of his family members and thus appointed only his two sons to the Board of ILIRIKA MODRA ZVEZDA in addition to himself (IGOR ŠTEMBERGER). The very same ŠTEMBERGER team is also in charge of the newly founded company ILIRIKA MOJA ZVEZDA. Consequently, VZMD is justifiably worried that this will again be the cause for many disappointed shareholders.
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