Kaldera Company d.o.o. Laktaši offered the public utility Elektrodistribucija a.d. Pale the chance to buy its stake in the concession company HPP Bistrica d.o.o. Foča, valued at BAM 6.1 million, for roughly BAM 12 million. The offer was made pursuant to a statutory right of first refusal requiring a co-owner intending to sell their share of real property to offer it first to the other shareholders.
The total value of HPP Bistrica d.o.o. Foča is estimated at around BAM 10 million, consisting primarily of project documentation and cash holdings. Laktaši-based company Kaldera owns a 90% stake in the company, while Elektrodistribucija a.d. Pale holds the remaining 10%. The company was established in March 2008 as a concession enterprise tasked with implementing concession agreements for the construction of four small hydropower plants on the Janjina and Bistrica rivers in eastern Bosnia. The original concession was granted in 2006 to Elektrodistribucija a.d. Pale. However, by decision of the Government of Republika Srpska, the majority owner of the public utility, the concession rights were transferred to the private company Kaldera from Laktaši, as previously reported by CIN.
The decision to transfer the concession rights and effectively hand over the stake in HPP Bistrica d.o.o. Foča was made contrary to the signed concession agreements. Under the contract, such rights could only be transferred after the facilities had been built. At the time the partnership between the public and private companies was established, Republika Srpska did not yet have a Law on Public-Private Partnerships, nor a rulebook governing the procedure for transferring concession contracts or ownership rights of concession holders.
Ljubimir Mrda, director of Elektrodistribucija a.d. Pale, told CIN that he could not interpret Kaldera’s offer or predict whether its partner might offer the stake to another buyer. However, he stressed that minority shareholders are protected by law.
“That is a very important point. Simply put, no decisions by the majority owner can be made without our consent,” Mrda said.
Kaldera Company currently lacks the funds to finance the construction of the four small hydropower plants, which are estimated to require more than BAM 100 million in investment. According to the independent auditor’s report published in May this year, Kaldera ended the previous year with a profit of about BAM 1.5 million and long-term liabilities of around BAM 24 million.
Drago Stanivuković, director of HPP Bistrica d.o.o. Foča previously told CIN reporters that the company has been trying to find a strategic partner for the construction of the hydropower plants on the Bistrica and Janjina rivers. “We are in over our heads,” Stanivuković said. He added that Kaldera has no intention of abandoning the investment.
Last year, the company came close to securing a strategic partner in the Austrian firm Ki Kelag, which was offered a 51% ownership stake. Kaldera would have retained 39%, while Elektrodistribucija would have kept its 10% stake in the concession company HPP Bistrica d.o.o. Foča. However, the companies ultimately failed to reach an agreement on the joint investment.
