Invitation to a public tender to purchase shares of Gospodarstwo Rybackie w Starzawie sp. z o.o. with registered office in Starzawa
Deadline for the submission of offers expires on 24 January 2011 at 3:00 PM (Warsaw time).
The Minister of Treasury
of the Republic of Poland
hereby invites all interested parties to participate in the public tender for shares
Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, acting on behalf of the Treasury (hereinafter referred to as the “Seller”) pursuant to Article 33(1)(2) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws 2002, no. 171, item 1397, as amended), hereinafter referred to as “the Act” hereby invites all interested parties to place their bids in the public tender (hereinafter referred to as “the Tender”) for the purchase of shares of:
Gospodarstwo Rybackie w Starzawie
spółka z ograniczoną odpowiedzialnością
with registered office in Starzawa
(hereinafter referred to as “the Company”)
The core object of the Company’s activity is manufacture and sale of live carp.
65,781 (say: sixty-five thousand seven hundred and eighty-one) shares of a nominal value of PLN 100 (say: one hundred) each, constituting 100 per cent of the share capital of the Company are the subject of the tender procedure.
The minimum purchase price (the starting price) per share shall be PLN 46.75 (say: forty-six zloty, seventy-five groszy), i.e. the minimum purchase price (the starting price) for 100 per cent stake of shares shall be PLN 3,075,261.75 (say: three million seventy-five thousand two hundred and sixty-one zloty seventy-five groszy).
The following documents shall be made available to all interested parties that will approach the Ministry of Treasury (room 585, between 12:00 noon and 2:00 PM, on business days, 20 December 2010 through the day directly preceding the deadline for submission of written offers to purchase the shares of Gospodarstwo Rybackie w Starzawie Sp. z o.o. with registered office in Starzawa, hereinafter referred to as “the Offers”) and sign the Confidentiality Obligation: the Company Memorandum containing information on the Company’s legal, economic and financial standing, the Detailed Terms and Conditions of Tender containing the information about the requirements that the Tender participants and the Share Purchase Offers must meet as well as the Share Purchase Agreement sample. In order to collect these documents, the entity that is interested in participating in the tender shall present: ID card, power of attorney to act on behalf of the interested entity, confirmation of payment for the Memorandum and a transcript from the register of entrepreneurs from the National Court Register (in case of entities entered in the register of entrepreneurs) or a Certificate on Entry in the Register of Business Activity (in case of natural persons conducting business activity), showing the individuals authorised to represent the entity (the document must not be issued earlier than three months prior to the date of submission).
In case of foreign bidders, the submitted documents made in a foreign language must be translated into Polish by a certified translator.
Public documents – within the meaning of the Hague Convention of 5 October 1961 (Journal of Laws of 2005 No. 112, item 938) abolishing the requirement of legalisation for foreign public documents – made under the applicable laws of a state being the signatory to the Convention, must by supported by an Apostille.
Public documents (within the meaning of the Convention abolishing the requirement of legalisation for foreign public documents) made under the applicable laws of a state not a signatory to the Convention, must by submitted after their prior legalisation.
Legalisation or issuance of an Apostille shall not be required within the scope in which the bilateral or multilateral agreement signed by Poland waived or simplified the process of legalisation or waived the requirement to legalise documents in matters covered by the scope of these agreements.
The fee for the Company Memorandum (PLN 100.00) is payable to the cashier of the Ministry of Treasury, room 372, between 12 and 2 PM, or to directly the account of the Ministry of Treasury. Up to and including 31 December, payments must be made the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch no. 1 in Warsaw, account number: 83113010170019942625200008. After that date, payments must be made the account of the Ministry of Treasury held with the National Bank of Poland (NBP) Branch in Warsaw, account number 33 1010 1010 0025 1222 3100 0000, payment title: “Memorandum informacyjne Gospodarstwo Rybackie w Starzawie Sp. z o.o.” (Company Memorandum. Gospodarstwo Rybackie w Starzawie Sp. z o.o.).
The person responsible for providing access to the said documentation is Mr Jan Przeniesławski, Ministry of Treasury, room 585, phone: (022) 695 82 89.
Bidders may conduct a due diligence on the Company following, as arranged with the Seller. For this purpose, they should submit by 5 January 2011 a Request for Due Diligence along with a statement from a bank or a savings and credit union (issued after 30 November 2010) where the entity holds an account, confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount.
Before participating in the Tender, each bidder shall be obliged to pay a bid security deposit of PLN 150,000.00 (say: one hundred thousand zloty). The deposit should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007 by the day immediately preceding the deadline for submitting written offers for the Company shares. Proof of payment of the bid security deposit should be enclosed to the offer.
The final date for submitting offers for the Company shares is 24 January 2011 (by 3 PM, Warsaw time). Offers must be made in the Polish language and submitted in one copy, in a sealed envelope, to the Front office of the Department of Privatisation (room 500), Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6. Envelopes should be marked: „Przetarg – Gospodarstwo Rybackie w Starzawie Sp. z o.o. z siedzibą w Starzawie – nie otwierać” („Tender – Gospodarstwo Rybackie w Starzawie Sp. z o.o. with registered office in Starzawa – do not open”), and should contain the identification details of the bidder.
Offers will be opened on 24 January 2011, 3 PM, at the Seller’s headquarters, room 505.
Submitted offer shall be binding for the bidder until the bidder is advised of selecting another offer, however no longer than for 180 days of announcing the Tender.
Considered will only be offers submitted by bidders who signed the Confidentiality Obligation and collected the Detailed Terms and Conditions of Tender.
The sole substantial criterion that will be evaluated will be the price offered for the shares.
Bidders will be immediately notified of Tender results in writing.
The Share Purchase Agreement will be concluded not later than 60 days of advising the bidder that the bidder’s offer has won. Payment for the shares must be made by bank transfer the Seller’s account prior to the conclusion of the Share Purchase Agreement. The Seller only accepts full payment for the stake of shares.
Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the purchase price of the Company shares. Bid securities paid by the remaining bidders will be immediately refunded in accordance with the law. Should the winning bidder avoid the Share Purchase Agreement, the security paid by such bidder will not be refunded. Offers submitted after the deadline and offers incompliant with the terms and conditions set forth herein will be rejected.
The Seller reserves the right to extend the deadline for submitting offers and to withdraw from the tender without giving reasons.