Mašenjka Bačić, Anja Vladisavljević, Maja Čakarić

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In 2006. a silo in Vranjic was transferred to a newly established company Žitni terminal owned by offshore companies. Documents from Pandora Papers now reveal who was behind this deal.

»We ask you to intervene as soon as possible in the prevention of criminal activities carried out for several years by responsible persons of Pivovarna Laško from Slovenia through the management of Jadranska pivovara, Split,« small shareholders of Jadranska pivovara wrote to the State Attorney's Office in February 2012.

At that time, Jadranska pivovara had been controlled by Pivovarna Laško for 12 years. Two years earlier, the Slovenian owner stopped beer production in Split and cut off a significant number of jobs. The value of its shares was reduced correspondingly, and the company’s real estate was sold off.

Among them were parts of the silo in Vranjic. In 2006, amidst peculiar circumstances, the then administration moved them to a newly established company, Žitni terminal, which still manages the silo today. According to the proceedings of the assembly of Jadranska pivovara from that time, the minority shareholders did not know when or how this asset was sold, and their internal assessment showed that the selling price was significantly lower than the market price.

An investigation by Oštro’s journalists in Slovenia and Croatia based on the Pandora Papers now reveals that the silo’s new owner was taken over by offshore companies connected to Marjan Žumer, a Slovenian citizen who was the initial founder of Žitni terminal. It became one of the many assets sold by Jadranska pivovara after it ceased production.

The brewery from Split started operating in Yugoslavia, as part of the social enterprise Prerada. In the first half of the 1990s, it was transformed into a joint stock company with predominantly state ownership, and in the second half it was privatized.

In 2000, the Slovenian brewery Pivovarna Laško became its majority owner.

Back in 1991, the entire company had more than 900 employees, and 10 years later just 275. Since the Slovenian takeover, the number of workers has continued to decline as did production and revenues. By 2003, Jadranska pivovara owned at least six properties, the silo in Vranjic, a pasta factory in Omiš, a bakery in Split and others. All were sold off.

The minority shareholders believed that the new owner eventually shut down beer production to sell off valuable real estate.

Unusual activities

In May 2006, Marjan Žumer, a Slovenian citizen with an Austrian address, founded Žitni terminal company in Solin, a town near Split. Less than 10 days later it was taken over by Jadranska pivovara, whose CEO at the time was another Slovenian, Tomaž Udrih.

Jadranska pivovara’s shareholders assembled on that same day but there was no talk of this takeover. At the time, the minority shareholders were interested in the brewery's losses, which amounted to HRK 22.7 million (3,1 million euros) in 2005 alone. They also wanted to know where the money from the sale of Jadranska pivovara's assets ended up — they believed that it was sold out below its market price. Director Udrih didn’t answer, he only announced that the silo was »likely to be sold.«

Five months later, at the end of October 2006, Jadranska pivovara transferred a part of its equipment and a part of the silo in Vranjic, estimated at almost HRK 25 million (3,4 million euros), to Žitni terminal. The silo was a valuable storage facility located right by the sea. Additionally, in March 2006 Jadranska pivovara received a 10-year government concession for loading and transhipment of grain and other goods. Six months later it was also transferred to Žitni terminal.

Just a few months later Jadranska pivovara sold Žitni terminal to Amecco Holding, a company from Zagreb, for 3.2 million euros, equalling the estimated value of the silo in Vranjic.

The deal was arranged in advance. In August 2006, when Jadranska pivovara transferred the government concession to Žitni terminal, it also signed a preliminary agreement with Amecco Holding to purchase the company.

Marko Sučić, a former member of the Supervisory Board at Jadranska pivovara and its authorized officer from 2009 to 2010, explained that Pivovarna Laško purchased the brewery in Split to produce beer but that the company eventually had »other segments that created minuses and losses«, and the owner wanted to »liberate« itself from it. He told Oštro that it was not true that the intentions to sell the real estate were kept secret, stating that »everyone knew everything«.

So far, however, it was not known who was behind Amecco Holding, the new owner of Žitni terminal. It was established in July 2006 by three foreign companies: Chapman Import from the British Virgin Islands, Comarax, headquartered in the Portuguese free business zone of Madeira, and Ameropa Holding from Switzerland. The following year, Comarax, owned by companies from Portugal and the South Pacific island of Niue with unknown real owners, sold its shares in equal part to Chapman Import and Ameropa Holding.

The international agricultural company Ameropa Holding is partly co-owned by the Zivy family, which founded it after World War II.

Marjan Žumer, who established Žitni terminal, was an employee of Ameropa’s Austrian branch at the time of the company’s takeover. The Pandora Papers now reveal that in 2010 he and an Italian citizen Andrea Galli took over Chapman Import. Its former owner was a Slovenian lawyer Damijan Pavlin, a former state secretary in the country’s local government office.

Pavlin declined to comment on his participation in the company. Although he retired from its ownership he didn’t resign as director until March 2011, just 12 days after becoming a state secretary. He did not inform the Slovenian anti-corruption commission about his involvement with Chapman Import.

The Swiss company Ameropa Holding did not respond to a request from Oštro for detailed explanations of the deal.

In an interview with Oštro, Marjan Žumer said that Jadranska pivovara had decided to sell the property, and suggested to Ameropa that it submits an offer to buy the silo along with a concession to load and transport grains and other goods for the amount of three million euros.

»To buy the property, the Ameropa Group required a legal entity registered in Croatia, which I established as the sole owner in agreement with the management of Ameropa,« Žumer told Oštro. He added that the company was established only after the terms of the purchase were agreed on by the seller and buyer.

Ameropa conditioned the purchase with obtaining the silo and the government concession from Jadranska pivovara. He confirmed that Jadranska pivovara took over Žitni terminal for the purpose of transferring the concession to the company.

The end of Jadranska pivovara

In the following years, Žitni terminal continued to operate successfully, and Jadranska pivovara accumulated losses, only to cease production in 2010. Twice, in 2009 and 2010, its workers of Jadranska pivovara occupied the factory and tried to continue the production, warning the Slovenian owners and the Croatian company management that it was high time to act.

Tomaž Udrih resigned as director in 2009 for personal reasons. The then CEO of Pivovarna Laško, Boško Šrot, who was arrested that same year for damaging Pivovarna Laško and is today still serving a prison sentence, told Oštro that the previous management decided to invest in sales and equipment and expected the business to be positive. However, there was no profit even after the investment.

»It is true that the political situation or the tension between Slovenia and Croatia did not help us either, because the sale of beer is a very emotional and sensitive matter.« For Jadranska pivovara he saw just two options: sale or bankruptcy. »In both cases, of course, there would be losses. That's why I was inclined to sell because most employees would keep their jobs,« Šrot explained to Oštro.

Minority shareholders were dissatisfied with the management set up by Pivovarna Laško. They suspected shady real estate deals and purposeful reduction of the value of Jadranska pivovara’s shares, and wrote about them to the then Prime Minister Jadranka Kosor, the State Attorney's Office of the Republic of Croatia (DORH) and the Office for the Suppression of Corruption and Organized Crime (USKOK). But without success.

USKOK confirmed for Oštro that it had received reports related to Jadranska pivovara and that the cases had then been handed over to the Municipal State Attorney's Office in Split for further work. They told Oštro that they investigated the allegations made by Association of Minority Shareholders on alleged criminal acts, harmful contracts and abuse of position and authority but they did not confirm the suspicions of criminal offences. The application was rejected.

In March 2010, at the request of minority shareholders the Commercial Court in Split issued a temporary ban on the sale of assets to Jadranska pivovara because it found that they had previously been »denied access to real estate contracts« and business information. Two months later the measure was lifted because small shareholders did not file a complaint against Jadranska pivovara.

Nenad Bulović, then a representative of minority shareholders, told Oštro that they had no money for further court proceedings.

Bulović, who defended his master's thesis on marketing strategies in the beer industry in 2005, believes that Jadranska pivovara could have been saved. In 2009, he even sent a draft plan for an exit from the crisis to the CEO of Jadranska pivovara. He is also one of the authors of the post-assessment of real estate deals made by Jadranska pivovara, including the silo from Vranjic.

»For an industry professional the silo is a gold mine. It spans about 38,000 square meters. I think it is worth at least 10 times more than the sale price,« Bulović told Oštro.

Jadranska pivovara too initially estimated that the silo was worth more than the final selling price. Marjan Žumer told Oštro that Jadranska pivovara first offered it to Ameropa for 8 million euros and then again for 6 million euros. Ameropa turned down the offers, and it was eventually sold for 3.2 million euros, along with equipment and the government concession.

Annual accounts of Žitni terminal from 2006 show that the gross value of all land and buildings, without deduction for depreciation, was HRK 51 million (6,9 million euros). The head of accounting at Žitni terminal, Tanja Matana, confirmed to Oštro that this was the bookkeeping value of the property once held by Jadranska pivovara, but that she could not say exactly in which year.

Its former director Udrih told Oštro that a court expert assessed the silo’s value for Jadranska pivovara. An independent audit of a capital increase in Žitni terminal at the time of the transfer of the silo, obtained by Oštro, confirmed that the value was HRK 23.9 million, the purchase price of Žitni terminal.

Assessing whether real estate or silos were sold below cost is a complex task that is difficult to perform today, many years later.

Zvonimir Ajduk, a court expert for construction and real estate appraisals explained to Oštro that for a valid appraisal of real estate whose primary function is generating income, that income should be taken into account and used as a basis for calculating its value.

After the opaque takeover and transfer of the silo and government concession, Žitni terminal had operated successfully. From 2006 to 2011, it had an average profit of around HRK 470 thousand a year (64 thousands euros). It later bought two more silos in Croatia, and its annual profits in 2015 rose to more than HRK 11 million (1,4 million euros).

In 2014, Chapman Import transferred its half of Žitni terminal’s shares to a Swiss company Maura Adriatic – for free. Documents from Pandora Papers show that Marjan Žumer and Andrea Galli were the owners of Maura Adriatic at the time.

Since 2020 when Ameropa Holding left the ownership structure Maura Adriatic has been the sole owner of Žitni terminal. Today, the Croatian register of beneficial owners lists Marjan Žumer, Andrea Galli, Tanja Žumer and Paola Marchetti as the company’s indirect owners.

Jadranska pivovara no longer exists. In 2018, when it was acquired by Heineken which previously took over Slovenian Pivovarna Laško, its main activity was listed as »renting«. It still owned a part of the silos and former business premises in Vranjic.

»It has become just a regular Heineken warehouse. Granted, in an extremely good location«, concluded Bulović.

Dragana Pećo (OCCRP) contributed to this story.

An Adriatic silo hits the coast of the British Virgin Islands

Unusual activities

The end of Jadranska pivovara