Invitation to participate in negotiations regarding the purchase of shares of Białostockie Zakłady Graficzne S.A. with registered office in Białystok
The deadline for submitting written replies expires on 25 January 2011 at 12:00 (Warsaw time).
The Minister of Treasury
of the Republic of Poland
hereby invites to negotiations
to purchase shares of the companies:
Białostockie Zakłady Graficzne S.A. with registered office in Białystok
The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, 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 Selling Treasury Shares (Journal of Laws [of 2009] No. 34, item 264, as amended), hereby invites all interested parties to participate in negotiations to purchase: 667,250 (six hundred sixty-seven thousand two hundred fifty) bearer shares (series A), of a nominal value of PLN 10 (ten) each, constituting 85% of the share capital of the company Białostockie Zakłady Graficzne S.A. with registered office in Białystok and the address:
al. Tysiąclecia Państwa Polskiego 2, 15-111 Białystok,
hereinafter referred to as the “Company”.
As at the date of this invitation, the Treasury owns 100% of the Company’s shares.
117,750 (one hundred seventeen thousand seven hundred fifty) shares, constituting 15% of the Company’s share capital pursuant to Article 36 (1) of the Act shall be taken up free of charge by the eligible employees of the Company. Pursuant to the above-mentioned Commercialisation and Privatisation Act, in the event that the eligible employees' right to free acquisition of these shares expires, the Minister of Treasury provides the possibility of the disposal of shares not taken up by eligible employees to the Investor selected in these negotiations.
The Company's core activities include: printing books and services related to the preparation for printing and bookbinding.
The Company Memorandum of the Company Białostockie Zakłady Graficzne SA with registered office in Białystok (hereinafter the "Memorandum") containing information on the legal, economic and financial standing of the Company and the structure of the Replies will be made available to the Interested Prospective Investors, who by 24.01.2010, i.e. by the date immediately preceding the deadline for submitting written replies to public invitation to negotiations for the acquisition of the stake of shares of the Company (hereinafter referred to as the "replies"), express an interest in acquiring a the stake of shares of the Company to Agencja Konsultingu Gospodarczego Accord’Next Sp. z o.o., acting as Advisor of the Minister of Treasury in the process of the Company’s privatisation, and shall sign the "Confidentiality Obligation.
In order to obtain the Memorandum the Prospective Investor is required to provide: a document enabling the identification of a Potential Investor, i.e. a photocopy of the ID document, a Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry into 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 the possible power of attorney to act on behalf of the Prospective Investor, as well as a proof of payment of the fee for the Memorandum.
In the event that the entity interested in participation in the auction is a foreign entity, the submitted documents made in a foreign language must be translated into the Polish language by a certified translator.
The fee for the Company Memorandum is PLN 100.00 and should be paid to the Cashier (room 372) at the Ministry of Treasury, between 12:00 and 2:00 PM or to the account of the Ministry of Treasury held with the Bank Gospodarstwa Krajowego SA, Branch No. 1 in Warsaw account no. 83 1130 1017 0019 9426 2520 0008, title of payment: “Memorandum Informacyjne Spółki Białostockie Zakłady Graficzne S.A. z siedzibą w Białymstoku”.
The application to purchase the Company’s shares shall be submitted to:
Agencja Konsultingu Gospodarczego “Accord’Next” Sp. z o.o.
ul. Słubicka 18, 53-615 Wrocław, piętro II, budynek TGG
tel. (+48 71) 349 09 60, fax (+48 71) 349 09 67
The persons responsible for accepting applications are: Agnieszka Zajączkowska, Alicja Goszczyńska and Anna Dąbrowska-Moor.
The subject of the negotiations will include in particular: price for the stake of the shares, the Company's development program, including, among others, an obligation to increase the capital, investment commitments, obligations regarding environmental protection, obligations regarding the protection of the interests of the employees and other people associated with the Company and the manner of securing the implementation of these obligations.
The deadline for submitting written replies by Prospective Investors, who have collected the Memorandum shall expire on 25.01.2011 at 12:00 Warsaw time.
Replies should be drawn up in Polish, in a manner consistent with the terms of the Memorandum. They must be submitted in duplicate in sealed envelopes at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, front office of the Department of Privatisation, room 500.
The envelopes should be marked as follows:
"Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki:
Białostockie Zakłady Graficzne S.A. with registered office in Białystok – Do not open”
(A reply to public invitation to negotiations for the purchase of the shares of the Company:
Białostockie Zakłady Graficzne S.A. with registered office in Białystok – Do not open)
and the data enabling the identification of the Prospective Investor.
The Minister of Treasury reserves the right to request additional information from the Prospective Investors, who submit their Replies. The Minister of Treasury will inform in writing each of the entities, who submit their replies on the result of the investigation by 04.02.2011.
The Minister of Treasury accepts only full payment for the shares, made by bank transfer to the Seller’s account.
Only Replies submitted by the Prospective Investors, who have signed the "Confidentiality Obligation" and collected the Memorandum, will be considered.
The Minister of Treasury reserves the right to: select one or several entities with whom the negotiations will be conducted, withdraw from negotiations without giving reasons, extend the deadline for submitting Replies, extend the deadline for informing about the result of the examination, change the procedure and schedule of the negotiations.
The Minister of Treasury shall not reimburse any costs incurred by the entities in connection with the preparation of the bid, participation in the negotiations and conclusion of the share purchase agreement of the Company.