1984
FOTEX the First-American Photo Service LLC. is formed, the legal predecessor of the present FOTEX Ltd. Founder Mr.Gábor Várszegi, who previously lived in the United States for several years. The purpose of the company is to perform quick photo processing. Initial share capital is HUF 11.2 million, out of which Skála-Coop receives 26 % ownership, Fényszöv with 25 %, while the remaining 49 % belongs to the California registered company affiliated with Gábor Várszegi, called the American Writing Supply Corporation. The shares were later bought by Blackburn International Inc. a Panamian registered company controlled by Mr.Gábor Várszegi.
1988
Eastman Kodak purchases 5 % in Fotex, paying with 1 million pcs rolls of Kodak films, with a then-current wholesale price of USD 2 per roll. In addition an agreement was reached whereby Kodak will sell rolls exclusively through Fotex in Hungary.
Fotex starts contact lense production, selling its products first in wholesale, and from August in the company's own retail stores.
1989
Fotex and Blackburn International Inc. set up Europtic LLC. a retail joint venture company, for the purpose of taking the ophthalmic business over from Fotex Ltd.
Foundation of Ajka Crystal LLC. (Ajka Kristály Kft.) with an initial share capital of HUF 25.5 million continuing the business activity of the state owned Ajka Glass Factory (Ajkai Üveggyár).
1990
Ajka Crystal's share capital is increased to HUF 55 million, then in September Fotex purchases the assets and liabilities of Ajka Glass Factory as well as 20 % of the Ajka Crystal LLC. from the State Property Agency for HUF 137 million, which amount is then transferred to the account of the State Property Agency.
In the autumn Kodak makes Fotex an offer for the purchase of a majority stake in Fotex's photographic retail service business. Kodak fails as the offer is rejected by Fotex's proprietors, and as a consequence Kodak sells its Fotex shares to Blackburn International Inc. (3.3 %) and to Skála (1.7 %), for a total price of USD 1.5 million. The price reflects the offering price that Kodak had given Fotex for the majority ownership of the photographic retail service. Henceforth Fotex continues selling Kodak products, however now on a non-exclusive basis.
In September Fotex LLC. is converted into a company limited by shares, with a prescribed share capital of HUF 2.6 which represents 26 million shares at a nominal face value of HUF 100 value each.
In October Fotex acquires a 96 % holding in Azur Unio Ltd. from Citibank Budapest Ltd. Azur Unio Ltd. deals in cosmetics and household retail goods. The purchase price is HUF 309 million. Further, Blackburn International Inc. purchases 3 % shares from Fotex Ltd. in Azúr Unio at a price of HUF 11 million.
In October Fotex Ltd. does an initial public offering, issuing 5 million shares , at a price of HUF 199 per share (each share having HUF 100 nominal value) thus increasing the total number of the outstanding shares to 31 million, and thereby increasing the company's subscribed capital to HUF 965 million.
In December Fotex Ltd. acquired a 15 % stake in Kontúr LLC. a company that operates a retail outlet chain in Győr-Sopron county for HUF 40 million. Blackburn International Inc.assigns to Fotex Ltd. a 0.1 % participation in both Europtic and Ajka Crystal LLC. enabling Fotex to consolidate them.
1991
Fotex Ltd. acquires a 50 % interest in Azurinvest Ltd. a retail chain for cosmetics and household goods at a price of HUF 258 million, and a further 1 % is acquired by Blackburn International Inc.
Ajka Crystal LLC. increases its share capital, in the course of which Fotex Ltd. buys the assets of Ajka Glass Factory, while Blackburn International Inc. contributes Fotex shares. The contributed Fotex share price is equal to the quoted price of Fotex's March share issue.
In March Fotex Ltd. raises its share capital through a private share issue for international institutional investors offering 13.7 million shares at a price of HUF 270 per share. During the offering the company also liquidates 600 thousand treasury shares thus obtaining a total of 3.4 billion HUF equivalent of cash in hard currencies.
In May Fotex Ltd. raises its share of voting rights in Azurinvest LTD. to 71.6 %. While Blackburn International acquires another 3.8 % in Azurinvest shares.
In September Fotex Ltd. increases its stake in Kontúr to 51 %, and thereby becomes the majority shareholder in Kontúr for a purchase price of HUF 400 million.
In December Fotex Ltd. acquires 21,1 % interest and the management rights of the largest furniture market company, Domus Ltd., at a price of HUF 344 million and achieves a buying option till 1993 for a further 30 %. The transaction was closed definitely in 1992.
1992
After successfully challenging the privatisation tender of Ofotért LLC in court, Fotex is awarded a 51 % stake in the company. At the time Ofotért LLC is the country's largest retail and wholesale company for photo and optical products. The cost for the ownership stake is priced at HUF 1.6 billion, out of which 1.2 billion is due to State Property Agency at closing, while another HUF 400 million is to be paid in two instalments within a two year period. In addition Fotex has the right to increase its stake in the company up to a 75 % cap by injecting fresh capital. According to the agreement the transaction is deemed closed as of January 1993. During the closing of the transaction, Proficolor's (owned by Ofotért, Fotex as well as Blackburn International) HUF 1 million share capital is increased by HUF 510 million. In order to maintain its 49 % interest in the company, Ofotért contributed HUF 250 million of photographic products (valued at wholesale).Blackburn International pays another HUF 260 million in cash to Proficolor LLC. which amount is used to purchase the occupancy rights of Ofotért's 42 retail outlets. Fotex Ltd.'s interest in Proficolor remains 2 %.
Blackburn International sells a 26 % stake in Proficolor to Eastman Kodak. Simultaneously Kodak gets the strategical and operational management rights of Proficolor LLC.
Fotex Ltd. trades 5.8 million of its own shares to Blackburn International in exchange for its' minority stakes in Europtic, Ajka Crystal LLC. and Multivizió LLC.
In September Fotex Ltd. acquires the spectacle frame manufacturer Granvisus LLC at a purchase price of HUF 26 million.
1993
In January Fotex pays the initial purchase price of Ofotért to the State Property Agency in the amount of HUF 1.2 billion (40 % in "compensation coupons" and 60 % in cash). In addition to this Fotex still has to pay two further instalments in the course of 1993 and 1994 each in the value of HUF 400 million.
Fotex Plastics' (earlier known as Granvisus LLC) share capital increases from HUF 38 million up to HUF 73 million. As of February, Proficolor LLC. takes over Ofotért's photography business. This time Proficolor's proprietors are Ofotért with 49 %, Eastman Kodak with 26 % (and the operational management rights as well), Blackburn International with 23% and Fotex with 2 % shares.
In March, using an option purchased from the State Property Agency, Fotex acquires a further 30 % of Domus Ltd. from the State Property Agency at a price of HUF 489 million. Out of this sum 40 % is paid by "compensation coupons", and the rest is due in cash in four instalments.
In May Vebu LLC., the owners of which are financed by Fotex, acquires 62 % ownership of Balaton Furniture Factory's (Balaton Bútorgyár) shares at a price of HUF 218 million (out of which HUF 168 million is paid through an E loan, and the remaining HUF 50 million is paid in the form of compensation coupons).
In August Fotex Ltd. sells 97 % of Fotex Property Development LLC.(Fotex Ingatlanfejlesztő Kft.), selling another 3 % that December to Blackburn International.
In December Blackburn International passes its' pre-emptive purchase right over to Fotex for the purchase of 97 % shares of Keravill Ltd. the largest electronic retailer in Hungary.
1994
In January Fotex Ltd. and Westel 900GSM (one of Hungary's two GSM concession operators) sign a long term distribution agreement.
In February Fotex Ltd's management approves the acquisition of 99.5 % interest in Keravill Ltd., the largest household and entertainment electronics retailer in Hungary.
In April Fotex Ltd. issues 14,350 thousand new registered shares at a price of USD 4.88 (HUF 507) per registered share (nominal value HUF 100 each) in the framework of a global offer outside Hungary.
In May Fotex Ltd. purchases 97 % controlling interest in Keravill Ltd. while Keravill Ltd.retains another 2.5 % of its own shares.
In October Fotex Ltd. purchases 78 % interest in Primo Ltd., a Hungarian retail company.
At the same time Domus buys 80.2 % stake in Dália furniture company.
In November Fotex Ltd. becomes the majority shareholder of Ruházati Bolt Rt. (previously a state owned clothing retail company). Fotex Ltd's direct and indirect stake is 50.1 % while the remainder is owned by the Austrian retail company known as Kleider Bauer.
Fotex Ltd. acquires 60 % interest in the advertisement company, Ayer (Europrizma).
Fotex opens its first CD mega store in downtown Budapest.
In December Fotex Group takes total control over Domus Borsod LLC., after which it becomes Domus' fully consolidated subsidiary. Fotex Ltd. buys a music cassette production company.
1995
In Januray Fotex Ltd. acquires the exclusive distribution rights for Givenchy products in Hungary.
In May Ruházati Bolt Rt. is liquidated by its owners, pursuant to which the company's outlets are divided between Fotex Ltd. and Kleider Bauer.
Pro Primo LLC. is founded with 25 outlets.
Fotex Plastics' new plant starts its production.
In June Bausch and Lomb re-new their agreement with Fotex Ltd. for the exclusive distribution rights for their products.
Fotex Ltd. concludes a distribution agreement with Gianni Versace.
In September Fotex obtains the exclusive distribution rights for Kenzo as well as for Cartier products.
Bourjois signs similar contract with Fotex for distribution on an exclusive basis.
In December Fotex Ltd. finishes its central warehouse and warehouse-management system.
1996
In January Fotex Records LLC. is founded for the purpose of distributing records, CD-s, audio-cassettes as well as videos.
Fotex 2000 LLC. takes over the management of the photography service and trading business from the Fotex Group.
From April the Group's optical activities are henceforth managed by Fotex Optica.
Azúr Unió's and Azúr Invests's business activities are taken over by Azúr Trading Ltd. (Azúr Kereskedelmi Rt.), later on this company also continues to manage DAK LLC and its operations.
Fotex Group leases 7200 square meters, and opens 12 outlets in Duna Plaza, Hungary's first western type shopping centre.
Franchise agreements are concluded between Fotex Records and Virgin Records, as well as between Fotex Optika and Vision Express. Fotex Ltd. signs an exclusive distribution contract with Shiseido. Fotex signs an agreement for the exclusive manufacturing and distribution of certain Pierre Cardin products throughout East Europe.
Fotex Ltd. issues for its existing shareholders a transformable bond in the amount of HUF 403.6 million.
At the end of 1996. Fotex Ltd. buys 17 % of Sugár shopping centre, enabling Keravill to expand its existing store to over 2000 square meters within the building.
1997
Fotex Cosmetics is founded, an independent company for exclusive distribution of cosmetics and toiletries. This was the last step to transform Fotex Ltd. into a direct financial holding company.
Kontúr Stationery LLC. (Kontúr Papír Kft.) fully separated from Kontúr Ltd.'s stationery division, pursuant to which the profile clarification further continued in the stationery segment.
Fotex Ltd. acquires 89 % interest in Hungaroton Music Ltd., enabling to control the Hungaroton owned 9000 pieces of classical and pop music archival catalogue recordings. For the sake of rationalising the company the merger of Hungaroton Gong and Hungaroton Classic was started.
Before year's end Fotex Ltd. acquired a further 25 % interest in Ofotért Ltd., while its ownership in Dália Ltd. was increased to 92 % of the company.
Fotex Group members Azúr Ltd. and Ofotért Ltd. are the only Group members to open new retail outlets in several newly built malls across Hungary.
The rationale at the time is that no new stores will be opened in the newly constructed shopping malls due to the high operational costs and because Fotex's conservative market outlook.
At the same time Fotex Ltd. begins buying up its existing downtown outlets as well as other outlets in strategic locations.
The modernisation of Fotex's information system (infrastructure) continues further and the second series of Gemini bonds are released in the amount of USD 2.5 million.
1998
Fotex Ltd. buys the majority shares of Kaposvár Clothing Factory (Kaposvári Ruhagyár), ensuring the production background for Primo Ltd.'s wholesale and retail activities.
For the purpose of rationalisation, Hungaroton Gong LLC. is merged with Hungaroton Classic LLC. The new company then begins operating under the new name of Hungaroton Records LLC.
Fotex Ltd. purchases a 33.91 % stake of Ofotért Ltd. from a third party. At the closing of this transaction Ofotért Ltd. becomes a fully owned subsidy of the Fotex Group. Ofotért Ltd. purchases 8.7 % of its own shares from its own employees.
Through the rights granted to the Board by the Articles of Association, the Board decided on the 24th of July to issue a private placement of of 4.865.530 shares each having HUF 100 in nominal value. Due to this transaction the Group's registered capital increased to HUF 6.793.365.000.
1999
Fotex Ltd., Fotex 2000 LLC. and Fotex Optika LLC. established Keringatlan LLC. (real estate investment, utilization and management company), with the contribution of HUF 3 million cash and in-kind contribution of land, buildings and other properties at a book value of HUF 561.640 million. These properties continued to be leased by their original proprietors or tenants. In the course of the year reorganisation of the company is continued, therefore in April Proprimo merged with Primo, while in September Proficolor merged with Ofotért, both transactions occurring at book value.
Fotex purchased from its employees an additional 6.16 % ownership in Kaposvár Clothing Factory Ltd. (Kaposvári Ruhagyár Rt.) at a price of HUF 11.190.000.
2000
Fotex sold its 68 % share in Kaposvár Clothing Factory Ltd with a loss of HUF 61 million. The Group continued its strategy of separating its real estate holdings from its commercial activities, and continued rationalisation of the company. As a part of this restructuring Primo Real Estate LLC. (Primo Ingatlan Kft.) is spun off from Primo Ltd., Keravill Real Estate LLC. (Keravill Ingatlan Kft.) from Keravill Ltd. and Azúr Real Estate LLC. (Azúr Ingatlan Kft.) from Azúr Ltd. The new companies' profiles are real estate management.
In addition to this several mergers were also done as a part of the Group's continued rationalisation. As part of the rationalisation program, companies within the group with similar or the same business profiles are merged. As such Optikon and Ofotért are merged into Fotex Ofotért (previously Fotex Optika). All the activities of the predecessor companies are carried on by their legal successors.
Fotex and Blackburn International Inc. launch the Group's first internet endeavour, named Fotexnet. Through a series of purchases and capital increases (and a HUF 113 million in-kind contribution)- Fotex becomes 90 % owner of Fotexnet LLC.
At the annual Board Meeting in April, owners of the Gemini bond, -which expired on the 31st March, 2000-, requested the conversion of 333 shares. Due to this transaction Fotex Ltd.'s registered capital is increased by another HUF 333 million. After the ruling of the Hungarian Court of Registry on the 17th August of 2000 the company's registered capital is HUF 7.072.365 thousand.
2001
On 31st July 2001. Fotex bought 80 % of FTC Football and Sport LLC. (FTC) from Ferencvárosi Torna Club. The purchase price is HUF 2.400 million, out of which HUF 600 million is due at closing of the contract, while the rest is due in equal instalments during the next three years. The outstanding amounts are to be charged with interest, at a rate which equals to precedent year's average yield calculated for Hungarian state bonds. The purpose of this purchase unlike Fotex' previous investments was for reselling the company, following FTC's restructuring, rationalisation and recapitalisation.
In August, three Group members, Primo Real Estate LLC (Primo Ingatlan Kft.), Keravill Real Estate LLC., (Keravill Ingatlan Kft.) and Azúr Real Eatate LLC. (Azúr Ingatlan Kft.) are merged into Keringatlan LLC. The Group's real estate business is now handled by Keringatlan LLC.
Fotex increases FTC's registered capital by HUF 100 million, so the Group's ownership reaches 99,42 %.
Sigma LLC. is founded in September. It is this newly established company's main duty to lease and sell the Group's available real estates properties, as well as to assist the Group in obtaining new properties. Simultaneously Sigma is also a real estate consultant and a leasing agent for third parties handling the transactions of other companies dealing with real estate development, leasing and operations.
The Fotex Group opened several retail outlets in MOM Park shopping centre on a 7.000 square meter floor area.
2002
In August Fotex increased its paid up capital in FTC by another HUF 50 million, as a consequence Fotex's ownership in FTC is raised to 99,61 %.
2003
Fotex sold its shares in Gong Express (which conducts musical CD, VHS and DVD wholesale) to the company's minority shareholders, thereby closing down the Group's wholesale activities in this field.
In November the sale of FTC Football Ltd. (previously FTC Football and Sport LLC.) is completed. At the same time Fotex Ltd. purchases the exclusive rights to use the FTC logo, brand name as well as the certain merchandising rights associated with the club.
In December Fotex Ltd. concludes an agreement with Westel Mobil Telecommunication Company to sell its own retail agent network at a price of HUF 1.500 million, which was established for the purpose of selling Westel services but consisting of independent agents from Fotex Group itself.
In the course of the year Fotex Ltd. purchases 100 % interest both in Alfa Örs LLC. and Szivárvány Ltd. through Keringatlan LLC. Both portfolio management companies have a significant ownership in the Sugár Shopping Centre, as such upon concluding the transaction Fotex's interest in Sugár Központ Egyesülés reaches 98.36 %.
Fotex purchases another 43.05 % in Kontur ltd. from one of Kontur's minority shareholders, thus Kontur's minority owners stake in the company drops to 2.65 %.
2004
Due to shifting market conditions Keravill could not successfully continue its basic consumer electronic retail activity in a manner that was financially sound. The maintenance of this business activity would have required the owners to continuously inject capital and the management felt that such an undertaking was not in the best financial interest of the company. Therefore the owners (Fotex Ltd.) decided to liquidate the company as of Dec.10.2004.
Fotex purchased from Carrefour an optical retail chain with consisted of 24 units located in two countries, the Czech Republic and Poland. All the optical stores are located in exceptional retail positions, i.e. in shopping centres.
The owners decide to stop Dália Furniture Factory's unprofitable production (due to continuous losses during the past three years). The company temporarily continued its activity by leasing its assets.
Azúr Ltd. started its withdrawal from the Group's retail outlets, enabling the Group to lease these locations to third party tenants.
Due to similar reasons Kontur Ltd. also begins to liquidate its household equipment business.
Due to technological changes (analogue film processing technology is slowly being replaced by the digital film technology) Fotex 2000 LLC, which has persistently continued to lose sales, started the liquidation of its uneconomical service divisions. In addition to this the company also took over from Keravill (within the framework of the Group structure) the franchise network which deals in Telecom products and service distribution. Keringatlan LLC. increases its direct and indirect holdings in the Sugár Shopping Centre to 100 % and has also started the modernisation of the Shopping Mall. The first part of the renewal program is completed in November, during this renovation the mall continues its retail operations.
2005
In March Fotex increases the registered share capital of Ajka Crystal LLC. pursuant to this the registered share capital of Ajka Crystal increases to HUF 1.337 million.
In April Keravill's liquidation is finalised.
In June Balaton Furniture Factory Ltd. split into two separate companies, Bebufa LLC. which will continue the furniture production activity of the original Ltd.
In July Alfaörs LLC. and Szivárvány LLC. merge into Keringatlan LLC.
Fotex Ofotért Real Estate LLC. (Fotex Ofotért Ingatlan Kft.) is established by splitting from Fotex Ofotért Optika LLC. The new company's purpose is real estate letting, development and investment.
In November Fotex Ltd. registers in Cyprus a 100 % owned subsidiary, the Upington Ltd. by contributing the total optical division, as well as certain assets' intangible rights. Upington's duties are to sell companies, to manage real estate and other investments, as well as to look for new financing, consulting and investment possibilities.
In December Upington sells Fotex Ofotért LLC. (which represents the Groups total optical retail holdings) to the Dutch Hal Invest.
According to the agreement concluded with Hal Invest, Fotex Ofotért Real Estate LLC. modifies its name to Azúr Real Estate LLC. (Azúr Ingatlan Kft.)
In the course of the year Fotex Group member companies continue to purchase their own leased real estates from their owners (mostly municipalities). In addition recently closed Azúr and Fotex 2000 stores are let to outside third parties.
Kontúr Stationery LLC. (Kontúr Papír Kft.) closes its paper retail sales division by selling the business.
2006
The owners of Domus Trading Plc .Inc. and ZM-IMMO Property Utilization Ltd. decided to transform the two companies by merging the two companies together. ZM-IMMO Ltd. exercises the same property utilization business as the mother company.
The Kontúr Housing Equipment Ltd. and the Kontúr Paper Ltd. were both assimilated through mergers into the Kontúr Excl. Inc.
Upington Ltd. establishes for the handling of financial instruments a Luxembourg-based subsidiary Downington Srl., which currently plays a significant role in the financing of the Group.
As a result of the rationalizing of the activities of the Group, by continuously dissolving retail trade and service related activities, it was decieded that Fotex-2000 Ltd. would be merged into Keringatlan Ltd. in order to improve utilization of properties and related investments.
2007
After the dissolution of the furniture manufcaturing production of Dalia Ltd. the company primarily dealt with property utilization and was merged in February into Kontúr Trading Exc. Inc. The two existing subsidiaries of Domus, Domus Lánc Ltd. and Domus Office Furniture Ltd. were merged into their Domus Ltd. parent within the first quarter of the year.
In March the reconstruction of Sugár Shopping Center was completed and the newly built multi theater Cinema opened within the second quarter, as well.
The General Assembly of Domus Pub. Inc. decided in June on the transformation of the company into an closed ended incorporation, the change of the company form was registered by the Company Registry Court in August.
Székhely 2007 Ltd. seceded in September from Balaton Bútorgyár Exc. Inc.
FOTEX Pub. Inc. decided by resolution in November to raise the capital of the Company through the means of a closed offering of dividend-priority shares. Through this means the company issued 2.000.000 dividend-priority shares each having HUF 100,- nominal value and HUF 100,- face value.
2008
In January, Fotex Records Ltd. was merged into Hungaroton Records Ltd., in February Norba Ltd. was also merged into Kontúr Exc.Inc., as were Fotex III. Ltd. and Fotex Kont Ltd.; furthermore, DVDrent Ltd. was also merged into Fotexnet Ltd at the same time.
In July Kont-Vesz Ltd. seceded from Székhely 2007 Ltd., which company became the sole owner of the properties located at the Veszprém Házgyár road.
The extraordinary General Assembly of the Company held in August of 2008 decided on the transformation of the company into a European Corporation. The transformation into an EU company provides the opportunity of changing the company?s registered place of business within the European Union, this offers the company the chance ? beside having other advantages ? to realize the expansion of the holding?s current activities on an internation level. In course of the September General Assembly of Fotex Pub. Inc. the final decision is taken with respect to the transformation into an SE (European Corporation).
In December, Balaton Furniture Ltd. and Bebufa Ltd are merged to form Balaton Furniture Exc. Inc.
Based on the succes of the movie theatre the company widened its entertainment profile with a 10 bowling lane entertainment centre in the december of 2008. The transformation of Fotex Pub. Inc. into an SE is registered by the Registry Court on the 31st of December, 2008.
2009
Early March Keringatlan establishes its Dutch subsidiary named Fotex Netherlands which is responsible for the creation, development and management of the Dutch real estate portfolio. The extraordinary general meeting of the Company.s four subsidiaries - the Keringatlan Ltd, the Europtic Ltd., the Kontúr Plc and the Domus Plc . decides that the two privately operated company and Europtic Ltd merge into the Keringatlan Ltd. The economic aim of the merge is to optimize the activity of the subsidiaries, which are engaged in the same activity, real estate and asset management. The assimilation is registered by the Commercial Court 2009th on the 30th September.
In April the Fotexnet Ltd. sells the online DVD rental service of the DVDrent.hu Ltd. to the Bookline.hu Plc. In the same month our Dutch subsidiary, the FOTEX Netherlands BV purchases an office building sized 4.964 m2 with 105 parking places in the office agglomeration area of the Haag, in Zoetermeer and an office building sized 7.222 m2 with 158 parking places in Gorichem. Both buildings are long-term leased.
The shareholders decide on the annual meeting of Fotex Holding SE Plc on 28th April to transfer the seat of the Company to Luxembourg. The extraordinary general meeting held in Luxembourg on 4th June approves the decision, and the company's new headquarter from this date is: 75 Park Activités L-8308 Capellen, Luxembourg.
The Fotex Netherlands B.V. purchases an office building sized 2.651 m2 with 60 parking places in Haarlem near Amsterdam in November and an office building sized 3.012 m2 in Rotterdam in December, both buildings are long-term leased.