Ministry of Treasury Invitation to participate in the auction concerning the purchase of the shares of Cefarm Rzeszów S.A. with registered office in Rzeszów - Announcements -

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Invitation to participate in the auction concerning the purchase of the shares of Cefarm Rzeszów S.A. with registered office in Rzeszów

Auction applications should be submitted by 21 January 2011. The auction will be held on 25 January 2011 at 11:00 AM.




The Minister of Treasury
hereby invites all interested parties
to participate in a public oral auction


for the shares of the company:

Cefarm Rzeszów S.A. with registered office in Rzeszów

Pursuant to Article 31a, in conjunction with Article 33(1)(5) of the Act on Commercialisation and Privatisation 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 Shares Held by the State Treasury (Journal of Laws No. 34, item 264, as amended), the Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, hereby invites all interested parties to participate in an auction regarding the purchase of 272,723 ordinary registered shares of ‘A’ series, numbered from 000001 to 320850, for a single buyer, with the nominal value of PLN 100.00 each, constituting 41.65 % of the share capital of the company under the business name Cefarm Rzeszów S.A. with registered office in Rzeszów (hereinafter referred to as the “Shares”) and with the address: ul. prof. L. Chmaja 6, 35-021 Rzeszów, registered under KRS number 0000004990, tax identification number (NIP) 813-31-68-671, hereinafter referred to as the “Company”.

The principal object of Company’s activity is the retail trade of pharmaceutical products conducted in dedicated stores.

The asking price for the stake of 272,723 Shares is PLN 25,475,055.43 (in words: twenty five million four hundred and seventy-five thousand fifty-five zloty 43/100).

The asking price for one Share is PLN 93.41 (in words: ninety-three zloty 41/100).

The minimum bid increment for the entire stake of 272,723 Shares is PLN 130,000.00 (in words: one hundred and thirty thousand zloty 00/100).

Bids will be placed orally. If no further bids are placed, the current highest bid will be called out not later than every one minute.

The highest bidder shall be obliged to purchase shares not acquired by eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the attached Share Purchase Agreement, hereinafter referred to as the “Share Purchase Agreement”.

Entities interested in the purchase of the Company shares may purchase the “Company Memorandum”. For this purpose they should:

  • approach the seat of the Ministry of Treasury, room 514, on working days: from 28 December 2010 to 20 January 2011, between 12:00 and 14:00 hours,
  • present 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 if the interested party is a natural person who is not an entrepreneur – present an identity document,
  • sign the Confidentiality Obligation through their duly authorised representatives.

The Company Memorandum contains information on the Company’s legal, economic and financial standing. The fee for the Company Memorandum is PLN 100.00 and is payable at the cashier’s desk (room 372) of the Division of General Accountancy and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12:00 and 14:00 hours, or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008. Starting from 1 January 2011, the fee for the Company Memorandum shall be paid to the account of the Ministry of Treasury held with Narodowy Bank Polski (NBP), Branch in Warsaw, account no. 33 1010 1010 0025 1222 3100 0000.

The person responsible for releasing the above documentation is:

  • Ms. Elżbieta Kruk, room 514, tel. (22) 695 86 37;

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

  1. name, surname and address or name and registered office of the entity interested in participating in the auction;
  2. Regon number;
  3. tax identification number (NIP);
  4. e-mail;
  5. address for correspondence;
  6. telephone number;
  7. fax number;
  8. attached proof of payment of the bid security, along with indication of the bank account to which the bid security should be returned;
  9. if the entity interested in participating in the auction is a natural person:

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

    b) if the natural person is 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 entered in the Register of Business Activity, submitted in original or as a certified copy made by a notary public,

    c) information on the method of financing the Share purchase transaction;
  10. if the entity interested in participating 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 a power of attorney,

    c) details of the person(s) entitled to sign the agreement on behalf of the entity, 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 method of financing the Share purchase transaction;
  11. declaration that the entity interested in participation in the auction:

    a) is not in default with 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) is not in default with 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 concluded to date 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 that the entity is not party to any court disputes in this regard,

    e) is not subject to liquidation proceedings and was not adjudged bankrupt, apart from entities which upon announcement of bankruptcy made an arrangement with creditors 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 hard copy (in original or as a certified copy made by a notary public).

Documents written in a foreign language must be submitted together with their translations into the Polish language, made 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 being the 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.

Auction applications should be submitted in a single copy, in a sealed envelope, at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, at the front office of the Ministry of Treasury or the secretary’s office of the Department of Privatisation, room 501, on working days (between 8:15 and 16:15 hours), by 21 January 2011.

The envelope should be marked as follows:

„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki
Cefarm Rzeszów S.A. z siedzibą w Rzeszowie
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Prywatyzacji
w Ministerstwie Skarbu Państwa”

(Application to participate in the auction for the purchase of shares of the company
Cefarm Rzeszów S.A. with registered office in Rzeszów.
Do not open
Attn: Secretary’s office of the Department of Privatisation at the Ministry of Treasury)

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

The auction will be held on 25 January 2011 at 11:00 hours in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

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

A bid security of PLN 2,547,505.54 (in words: two million five hundred and forty-seven thousand five hundred and five zloty), which corresponds to 10% of the asking price of the Shares, shall be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego SA, Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 21 January 2011.

The bid security is not returnable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.

If an eligible entity fails to attend the auction or if the auction participants fail to offer the asking price during the auction, it shall be considered as withdrawal from the auction.

The Share Purchase Agreement will be concluded with the highest bidder within 7 days from the date of payment of the full purchase price for the Shares (less the bid security paid) by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with Narodowy Bank Polski (NBP), Branch in Warsaw.

The payment of the amount equal to the total price of the Shares shall be made within 2 (two) weeks from the date of announcing the highest bidder.

In the case when the purchase of Shares requires:

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

    - the highest bidder should 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, the payment shall be made in full within 2 (two) weeks from the day of submitting the above mentioned decisions to the Minister of Treasury.

The payment of the total price for the Shares may also be made by payment of the amount equal to the asking price of the Shares reduced by the paid bid security within 2 (two) weeks from the announcement of the highest bidder, and the payment of the amount constituting the difference between the asking price of the Shares and the total price of the Shares shall be made within 1 (one) month from the day of payment of the amount equal to the asking price of the Shares. In such case the time limit for conclusion of the Share Purchase Agreement starts on the day of payment of the amount constituting the difference between the asking price of the Shares and the total price of the Shares.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance (Warsaw, ul. Krucza 36/Wspólna 6) after receipt of the full payment for the shares has been confirmed.

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

Text of the Share Purchase Agreement:

Medatdane

Published by: Marzena Feldy
Author: Department of Privatisation
Last change: 27.12.2010 Marzena Feldy
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