Serbia has exited its long-held 33.89% stake in Energoprojekt Holding, enabling majority shareholder Napred Razvoj and its affiliated investor group to exceed the 90% ownership threshold, a level that allows the compulsory acquisition of remaining minority shares under Serbian law. The transaction marks a significant ownership change for one of the Belgrade Stock Exchange’s longest-listed engineering companies while coinciding with the government’s broader efforts to strengthen the domestic capital market.
The disposal comes during the implementation of Serbia’s Capital Market Development Strategy 2021–2026, supported by reforms involving the Ministry of Finance, the Securities Commission, the Belgrade Stock Exchange, and the World Bank. Serbia also secured €27.7 million through the World Bank’s Catalysing Long-Term Finance through Capital Markets project to support institutional development, broader investor participation, expanded financial instruments and improved access to non-bank financing. Despite those initiatives, the government accepted a takeover offer valuing Energoprojekt Holding at approximately RSD 4.9 billion (€41.8 million).
Takeover Terms Determine Company Valuation
Napred Razvoj offered RSD 452.25 (€3.85) per share, with the price calculated using the statutory six-month volume-weighted average because Energoprojekt’s shares qualified as liquid under Serbian takeover regulations. As a result, the company’s end-2025 book value of RSD 1,159.60 (€9.88) per share was not used as the principal pricing benchmark. The offer represented a discount of approximately 61% to book value.
The takeover price also remained below the share’s nominal value of RSD 514.60 (€4.38) and below the final quoted market price of RSD 529 (€4.51). The final exchange price stood approximately 17% above the takeover offer, while the offer itself was around 14.5% below the last market quotation. Although the pricing complied with the legal methodology applicable to liquid shares, the transaction highlighted the reliance on historical trading averages in an illiquid market rather than valuation metrics reflecting the company’s operating businesses, engineering activities, intellectual property or real estate assets.
Ownership Structure Changes After State Exit
Before the takeover, Napred Razvoj and its affiliated investor group controlled 55.61% of Energoprojekt Holding. Between June 8 and June 29, 2026, the group purchased 3,748,879 shares at RSD 452.25 each, investing approximately RSD 1.70 billion (€14.45 million). Following the acquisition, combined ownership increased to 90.21%. Napred Razvoj directly controls 79.29%, while affiliated investors include Napred, Montinvest Properties, Switzerland-based Jopag, and businessman Dobroslav Bojović, who is associated with Napred Razvoj and serves as Energoprojekt’s chief executive.
Prior to the transaction, the Republic of Serbia was the company’s second-largest shareholder with 33.89% ownership. Central securities registry records published after settlement showed the state no longer held shares, indicating that most of the shares acquired originated from the government’s portfolio. At the takeover price, the state’s holding generated proceeds of approximately RSD 1.66 billion (€14.1 million).
Comparison With Previous Control Transaction
The latest sale contrasts with the control transaction completed in 2017, when Napred Razvoj acquired the decisive shareholding at RSD 1,501 per share, equivalent to roughly €12.79 using the July 2026 exchange rate. The Serbian government retained its ownership stake during that transaction and ultimately exited at a price nearly 70% lower in nominal dinar terms than the 2017 acquisition price.
Since then, Energoprojekt’s operating profile has changed substantially. The company no longer reflects the scale of the former Yugoslav engineering group that generated hundreds of millions of euros in annual revenue through projects across Africa, the Middle East, Eastern Europe, and the former Yugoslav region. The government did not publicly explain its holding strategy between 2017 and the eventual disposal or publish a detailed valuation methodology supporting the timing of the sale.
The state also did not conduct a separate competitive process for its block of shares. As owner of more than one-third of the company, it could have pursued an independent valuation, sought bids from strategic or financial investors, offered the block through the Belgrade Stock Exchange, or established a reserve price above the takeover offer. At hypothetical sale prices of RSD 600 or RSD 700 per share, proceeds from the government’s holding would have increased materially compared with the accepted offer, although no competitive market test was undertaken to determine whether such demand existed.
Financial Performance and Asset Base
According to reported consolidated results, Energoprojekt Holding generated nearly RSD 10 billion (€85 million) in consolidated revenue during 2025, while net profit reached approximately RSD 1.3 billion (€11.1 million). Based on the takeover valuation of approximately €41.8 million, the transaction implied a price-to-sales ratio of roughly 0.5 and a price-to-earnings multiple below four times, corresponding to an earnings yield exceeding 25%.
Construction and engineering companies can experience substantial earnings volatility because of contract accounting, provisions, claims, foreign projects and asset disposals. Even so, the valuation reflected a significant discount relative to reported financial performance.
The company’s asset base also includes strategically located real estate associated with its historic headquarters, including land in Block 26 in New Belgrade, opposite the Palace of Serbia and within one of the capital’s principal commercial development areas.
Market participants have suggested that the development potential of the site could exceed the company’s implied market capitalization, although no recently published independent valuation has established its market value. Development prospects remain dependent on ownership arrangements, planning conditions, permitted construction volumes, infrastructure obligations and project timing. The absence of an updated independent valuation leaves limited publicly available information regarding the fair value of the property portfolio, potential encumbrances, development capacity or relationships between company assets and the controlling shareholder.
Minority Shareholders Face Compulsory Acquisition
By exceeding 90% ownership, the Napred Razvoj investor group acquired the legal basis to initiate a squeeze-out procedure, allowing compulsory acquisition of remaining minority shares following the required corporate approvals. Minority shareholders who did not tender their shares during the voluntary offer may therefore receive compensation determined under substantially the same valuation framework used in the takeover.
The state’s acceptance of the offer had implications beyond its own investment portfolio because its shareholding enabled the controlling shareholder to cross the statutory ownership threshold that changes the legal position of all remaining investors. Before the transaction, minority shareholders retained continuing ownership interests and potential participation in future earnings, asset development and any subsequent higher-priced transactions. After completion of the sale, their remaining investment became subject to compulsory acquisition procedures, although available legal avenues to challenge valuation or process remain.
Engineering Operations and Market Position
Founded in 1951, Energoprojekt developed into one of the region’s largest engineering groups, delivering power, transport, industrial, water and building projects across multiple international markets. Its operations include Energoprojekt Entel, Energoprojekt Hidroinženjering, Energoprojekt Oprema, Energoprojekt Niskogradnja, Energoprojekt Visokogradnja, Energoprojekt Industrija, and Energodata.
The group employs approximately 810 people, including more than 400 engineers and highly specialized professionals. Those businesses remain active in engineering disciplines covering hydroelectric projects, transmission infrastructure, thermal power generation, dams, water treatment systems, roads, tunnels and major public buildings, sectors that continue to receive investment across Serbia and the wider region.
During the period following the 2017 change in control, the company’s annual revenue reportedly declined from approximately €300 million to around €100 million, despite strong growth in Serbia’s domestic construction and infrastructure market and increasing participation by foreign contractors. Throughout much of that period, the Serbian government remained a shareholder with voting rights and board-level influence before eventually disposing of its stake.
Implications for Serbia’s Capital Market
The transaction also coincides with persistent challenges in Serbia’s equity market. During the first half of 2026, equity turnover on the Belgrade Stock Exchange remained below €6 million. By comparison, the Zagreb Stock Exchange recorded approximately €5.4 million in share trading during a single trading session in July. Serbia’s economy includes profitable banks, insurers, telecommunications operators, industrial companies, retailers, energy businesses and technology firms, although many remain privately held, state-controlled or unlisted.
The withdrawal of Energoprojekt from public trading further reduces the exchange’s representation of the country’s corporate sector, eliminating one of its best-known infrastructure and engineering companies without a comparable replacement. The government’s capital-market reform program, supported by the World Bank, seeks to broaden financial instruments, strengthen institutions and encourage corporate fundraising through capital markets. As the 2021–2026 strategy period concludes, Energoprojekt is moving toward private ownership after the state received approximately €14.1 million for its holding, while Napred Razvoj secured the ownership threshold required to proceed with compulsory acquisition of the remaining minority shares.
