With respect to the queries of third parties, the Croatian Competition Agency (CCA) herewith informs the public that the divestment procedure involving the selling off the shares of Optima has been carried out in line with the remedies and deadlines set in the decision of the CCA in the case: HT/Optima. The commitments concerned have been published on the web site of the CCA.
Regarding the details of the divestment procedure in the case HT/Optima, as in any other case, within the meaning of the Competition Act the CCA is bound to respect the obligation of confidentiality with respect to the data of undertakings.
Relating to the jurisdiction and obligations of the CCA in this case, it should be noted that the procedure is the same as in any case of divestiture of the target as a whole or a part of assets thereof, where this is provided by the remedies set under the decision of the CCA on a conditionally approved concentration.
Concretely, it means that the fulfilment of the committments under the deadlines set by the decision of the CCA on a conditionally approved concentration is monitored by the Divestiture Trustee that informs the CCA about the implementation of the divestiture commitments in the regular or extraordinary reports. The CCA accepts these reports or provides the Trustee with additional guidelines regarding the obligation of the implementation of the remedies by the parties.
With respect to the provisions under the Capital Market Act, OG 65/18 and 17/20, and the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014
on market abuse (market abuse regulation), the CCA contacted the Croatian Financial Services Supervisory Agency (HANFA) as the specific regulator in the supervision of financial markets and asked for its expertise in the matter concerned.
In its comment HANFA basically stated that within the meaning of the market abuse regulation the inside information comprises the information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments.
The issuer, in this particular case HT for Optima, shall inform the public as soon as possible of inside information which directly concerns that issuer. The issuer shall also ensure that the inside information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public. The issuer may, on its own responsibility, delay disclosure to the public of inside information where immediate disclosure is likely to prejudice the legitimate interests of the issuer, where delay of disclosure is not likely to mislead the public and where the issuer is able to ensure the confidentiality of that information.
Thus, in the process of the selection of the best bidder and the investment company in the divestment procedure of Optima, as well as relating to any other information linked with the divestiture, within the meaning of the market abuse regulation, the issuer is responsible for the estimation of the inside information that is directly or indirectly related to the issuer or its financial instrument. It is at the same time the responsibility of the issuer to delay the disclosure and publishing of the inside information, provided that the above-mentioned criteria are met.
Taking everything above into account the CCA refers the public to the official site of the Zagreb Stock Exchange where the corporate communication of HT of 19 March 2020 has been published: