Ministry of Treasury Invitation to participate in the auction concerning the purchase of the shares of: Wydawnictwo “Wiedza Powszechna” sp. z o.o. with registered office in Warsaw and Składnica Księgarska sp. z o.o. with registered office in Warsaw - Announcements -

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Invitation to participate in the auction concerning the purchase of the shares of: Wydawnictwo “Wiedza Powszechna” sp. z o.o. with registered office in Warsaw and Składnica Księgarska sp. z o.o. with registered office in Warsaw

Auction applications should be submitted by 16 July 2010. The auction will be held on 21 July 2010 at 10:00 PM




Minister of Treasury
invites to public oral auction
to purchase shares in the following companies:

I. Wydawnictwo “Wiedza Powszechna” sp. z o.o. with registered office in Warsaw



II. Składnica Księgarska sp. z o.o. with registered office in Warsaw



Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31(a), in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171 item 1397, as amended), hereinafter referred to as the “Act” and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Disposal of Treasury Shares (Journal of Laws No. 34 item 264, as amended) invites all interested parties to an auction for the purchase of:

I

17,000 shares for one buyer, with a nominal value of PLN 50.00 each, constituting 85% of the share capital in the company under the name of Wydawnictwo “Wiedza Powszechna” spółka z ograniczoną odpowiedzialnością with registered office in Warsaw (hereinafter referred to as “Shares”), domiciled in Warsaw, ul. Płocka 17 lok. 12, postal code 01-231, registered under KRS number 0000275915, with Tax Identification Number 525-000-36-28, hereinafter referred to as the “Company.”

The Company is engaged in publishing activities.

The starting price for the stake of 17,000 Shares shall be PLN 1,411,000.00 (say: one million four hundred and eleven thousand zloty).

The starting price for one Share is PLN 83.00 (say: eighty-three zloty).

The minimum bidding increment for the entire stake of 17,000 Shares shall be PLN 7,500.00 (say: seven thousand five hundred zloty). The bidders will place their bids orally. If no further bids are placed by the bidders, the highest bid will be called out at intervals of up to 60 seconds.
The highest bidder will be obliged to purchase the shares not acquired by eligible employees entitled to acquire them on a free-of-charge basis in accordance with the Act. The purchase shall be made under the terms and conditions set forth in the Share Purchase Agreement (hereinafter referred to as the “Share Purchase Agreement") attached hereto.

A bid security deposit of PLN 141,100.00 (say: one hundred forty-one thousand one hundred zloty), which corresponds to 10% of the starting price for the Shares must be paid by bank transfer to the account of the Ministry of Treasury no. 13 1130 1017 0019 9426 2520 0007, held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 16 July 2010.

The security deposit is non-refundable in the event where the highest bidder has refused to sign the Share Purchase Agreement or decided not to participate in the auction after expiry of application submission deadline.

Failure to attend the auction and failure by all eligible bidders to offer the starting price shall also be regarded as a withdrawal from the auction.

The Share Purchase Agreement will be concluded with the highest bidder within up to 5 working days from the payment date of the amount equal to the full price for the Shares (reduced by the amount of the bid security deposit) by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland, Branch in Warsaw.

Full payment for the Shares must be made within 2 (two) weeks from the date of announcing the highest bidder.

In the cases where the purchase of Shares requires:

  1. decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies;
  2. consent of the Minister of Internal Affairs

    - the highest bidder shall immediately, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such case, payment for the Shares must be made in full within 2 (two) weeks from the day of submitting the above-mentioned decisions to the Minister of Treasury.

Full payment for the Shares may also be made by paying the amount equal to the starting price for the Shares reduced by the security deposit already paid to the Seller, within 2 (two) weeks from announcing the highest bidder. Payment of the amount representing the difference between the starting and the final price for the Shares shall be made within 1 (one) month from the day of payment of the amount equal to the starting price for the Shares. In such case the deadline for concluding the Share Purchase Agreement begins on the day of payment of the amount representing the difference between the starting and the final price for the Shares.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance (ul. Krucza 36/Wspólna 6, 00-522 Warszawa) following confirmation that the full payment for the shares has been made.

The auction shall be closed upon signing the Share Purchase Agreement.


II

44,023 shares for one buyer, with a nominal value of PLN 50.00 each, constituting 85% of the share capital in the company under the name of Składnica Księgarska spółka z ograniczoną odpowiedzialnością with registered office in Warsaw (hereinafter referred to as “Shares”), domiciled in Warsaw, ul. Kolejowa 19/21, postal code 01-217, registered under KRS number 0000154121, with Tax Identification Number 525-000-44-21 hereinafter referred to as the “Company.”

The objects of the Company include sale of books and letting of storage and office space.

The starting price for the stake of 44,023 Shares shall be PLN 44,067,023.00 (say: forty four million sixty-seven thousand and twenty-three zloty).

The starting price for one Share is PLN 1.001.00 (say: one thousand and one zloty).

The minimum bidding increment for the entire stake of 44,023 Shares shall be PLN 225,000.00 (say: two hundred twenty-five thousand zloty). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made at intervals of up to 60 seconds.

The highest bidder will be obliged to purchase the shares not acquired by eligible employees entitled to acquire them on a free-of-charge basis in accordance with the Act. The purchase shall be made under the terms and conditions set forth in the Share Purchase Agreement (hereinafter referred to as the “Share Purchase Agreement") attached hereto.

A bid security of PLN 4,406,702.30 (say: four million four hundred and six thousand seven hundred and two zloty and thirty groszy) which corresponds to 10% of the starting price shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, by 16 July 2010.

The security deposit is non-refundable in the event where the highest bidder has refused to sign the Share Purchase Agreement or decided not to participate in the auction after expiry of application submission deadline.

Failure to attend the auction and failure by all bidders to offer the starting price shall also be regarded as a withdrawal from the auction.

The Share Purchase Agreement will be concluded with the highest bidder within up to 5 working days from the payment date of the amount equal to the full price for the Shares (reduced by the amount of the bid security deposit) by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland, Branch in Warsaw.

Full payment for the Shares must be made within 2 (two) weeks from the date of announcing the highest bidder.

In the cases where the purchase of Shares requires:

  1. decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
  2. consent of the Minister of Internal Affairs

    - the highest bidder shall immediately, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such case, full payment for the Shares must be made within 2 (two) weeks from the day of submitting the above-mentioned decisions to the Minister of Treasury.

Full payment for the Shares may also be made by paying the amount equal to the starting price for the Shares reduced by the security deposit already paid to the Seller, within 2 (two) weeks from announcing the highest bidder. Payment of the amount representing the difference between the starting and the final price for the Shares shall be made within 1 (one) month from the day of payment of the amount equal to the starting price for the Shares. In such case the deadline for concluding the Share Purchase Agreement begins on the day of payment of the amount representing the difference between the starting and the final price for the Shares.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance (ul. Krucza 36/Wspólna 6, 00-522 Warszawa) following confirmation that the full payment for the shares has been made.

The auction shall be closed upon signing the Share Purchase Agreement.

Entities interested in the purchase of the Shares in Wydawnictwo “Wiedza Powszechna” sp. z o.o. with registered office in Warsaw and in Składnica Księgarska sp. z o.o. with registered office in Warsaw through public oral auction may purchase the “Company Memorandum.” For this purpose they should:

  • approach the Ministry of Treasury (room 668 at the Department of Ownership and Privatisation II), on business days from 22 June 2010 to 16 July 2010, between 12:00 and 2:00 PM,
  • produce a Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry in the Register of Business Activity, showing the current representation of the entity (certificate must be issued not earlier than three months prior to the date of submission), and in the case where the interested party is a natural person who is not an entrepreneur – produce an identity document,
  • sign the document “Confidentiality Obligation” through their duly authorised representatives.

The “Company Memorandum” contains information on the Company’s legal, economic and financial standing. It will be made available to interested entities for a fee of PLN 100.00 (say: one hundred zloty) payable to the Cashier (room 372) at the Ministry of Treasury or directly to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego SA, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The person responsible for providing access to the said documentation is:

  • Ms Agata Falba, room 668, tel. (022) 022 695 84 00.

Auction applications must be made in the Polish language and contain:

  1. name, surname and address or name and registered office of the interested entity;
  2. Regon number;
  3. Tax Identification Number;
  4. e-mail address;
  5. address for correspondence;
  6. phone number;
  7. fax number;
  8. attached evidence of payment of the bid security deposit, along with specification of the bank account number to which the deposit should be refunded;
  9. in the case where the entity interested in participating in the auction is a natural person:

    a) a photocopy of an identity document confirming identity of the interested party, certified by a notary public to be a true copy of the original,

    b) if the interested entity is a natural person engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be listed in the Register of Business Activity, submitted in original, transcript or as a certified copy made by a notary public,

    c) information on the method of financing of the share purchase transaction;
  10. where the entity interested in participation in the auction is a legal person:

    a) a valid extract from the relevant register,

    b) details of the person(s) entitled to participate in the auction, along with the power of attorney,

    c) details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10(b),

    d) information on the payment method for the share purchase transaction;
  11. declaration that the interested entity:

    a) does not default on payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,

    b) does not default on payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,

    c) is not in breach of any other privatisation agreements and that the entity is not party to any court disputes in this regard,

    d) is not in breach of any other agreements concluded with the Treasury, and is not party to any court disputes in this regard,

    e) is not subject to liquidation proceedings and that no bankruptcy was announced, apart from entities which upon announcement of bankruptcy made an arrangement approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,

    f) is not entered in the Register of Insolvent Debtors,

    g) is not registered in the Credit Information Bureau as an unreliable borrower.

The documents specified in the invitation must be submitted in writing – as original documents or the copies thereof which were certified by a notary public to be true copies of the original.

The documents made in a foreign language should be submitted along with their translation into the Polish language made by a sworn translator.

An apostille should additionally be attached to the documents that are public documents within the meaning of the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalisation for Foreign Public Documents (Journal of Laws of 2005 No. 112, item 938), which were made in accordance with the applicable laws of a country that is party to the Convention.

Public documents within the meaning of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, which were made in accordance with the applicable laws of a country that is not party to the Convention should be legalised before they are submitted.

Apostille or legalisation is not required insofar as a bilateral or multilateral agreement that is binding for the Republic of Poland abolishes or simplifies the legalisation procedure or exempts the documents from legalisation requirements within the scope of such agreement.

Auction applications must be submitted in single copies, in sealed envelopes, to the front office of the Ministry of Treasury, 00 - 522 Warszawa, ul. Krucza 36/Wspólna 6 or to the front office of the Department of Treasury Property, room 447, on working days, during office hours, 8:15 AM – 4:15 PM by 16 July 2010.

The envelopes should be marked respectively:

I

“Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki
Wydawnictwo “Wiedza Powszechna” sp. z o.o.
z siedzibą w Warszawie
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa.”

(Application to participate in the auction for the purchase of shares in “Wiedza Powszechna” sp. z o.o. with registered office in Warsaw. Do not open. Please submit the application to the front office of the Department of Treasury Property at the Ministry of Treasury).

II

“Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki
Składnica Księgarska sp. z o.o. z siedzibą w Warszawie
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa.”

(Application to participate in the auction for the purchase of shares in Składnica Księgarska sp. z o.o. with registered office in Warsaw. Do not open. Please submit the application to the front office of the Department of Treasury Property at the Ministry of Treasury).

Applications to participate in the auction will not be accepted after expiry of the stipulated date and/or if the envelope is not marked as above.

The auction will be held on 21 July 2010, at 10:00, in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

Invitation to auction and the terms and conditions of the auction are subject to change or cancellation by the Minister of Treasury.


Text of the Share Purchase Agreement:

Medatdane

Published by: Marzena Feldy
Author: Department of Treasury Property
Last change: 25.06.2010 , 25.06.2010 Marzena Feldy
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