Invitation to participate in negotiations regarding the purchase of shares of Fabryka Przewodów Energetycznych S.A. with its register in Będzin
The deadline for submitting written replies expires on 22 August 2011 at 2.00 PM Warsaw time.
Minister of the Treasury
of the Republic of Poland
invites to negotiations regarding the purchase of shares of the company
Fabryka Przewodów Energetycznych S.A. with its register in Będzin
Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, acting on behalf of the Treasury, further referred to as the "Seller", pursuant to Art. 33(1) sub-paragraph 2 of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002 No. 171, item 1397, as amended), further referred to as the "Act ", and pursuant to the Regulation of the Council of Ministers of 30 May 2011 on Detailed Procedure of Selling State Treasury Shares (Journal of Laws of 2011 No. 114, item 664), invites all interested parties to negotiate the purchase of:
2,365,000 (say: two million three hundred sixty five thousand) ordinary registered shares of a nominal value of PLN 10 (say: ten zloty) each, which constitutes 88.25 % of the share capital of Fabryka Przewodów Energetycznych S.A. with its registered office in Będzin, ul. Sielecka 1, 42-500 Będzin, further referred to as the "Company".
In accordance with Article. 36 of the Act, eligible employees are entitled to acquire free of charge 11.75% of Company shares currently owned by the Treasury. Company shares not acquired by eligible employees may be sold by the Minister of Treasury to an Investor selected through these negotiations, provided that the right of such employees to acquire shares free-of-charge expires.
The Company's principal scope of business is the production of wire products, aluminium products, copper products in the form of semi-finished products, tools, wires and insulated conductors, wholesale of waste and scrap and other non-specialized wholesale.
The interested entities that by 28 July 2011 communicate their interest in purchasing the Company shares to Access 2 Sp. z o.o. with its registered office in Warsaw, acting as an advisor to the Minister of State Treasury, upon producing documents enabling the Potential Investor’s identification, i.e. excerpt from the register of entrepreneurs of the National Court Register /certificate of entry into the business activity register presenting the actual representation of the entity (the date of issuance will not be earlier than three months before the documents were filed) / or in an event the Potential Investor is a natural person, not an entrepreneur – upon producing the identity card and any relevant power of attorney as well as upon signing by the authorised persons the “Confidentiality Obligation” will be provided with “Company Memorandum"of Fabryka Przewodów Energetycznych S.A.” which contains information on legal, economic and financial situation of Company as well as on required structure of response to public invitation to negotiate.
Applications for the purchase of the Company shares should be directed to:
Access 2 Sp. z o.o. ul. Krakowskie Przedmieście 47/51, 00-071 Warsaw Tel: (+48 22) 826 33 16, 646 80 90, Fax: (+48 22) 828 46 09. The person responsible for receiving applications is Ms. Beata Miziolek-Papp (a-mail: firstname.lastname@example.org).
Response to public invitation to negotiations should include the following information and documents:
Presentation of the Potential Investor (or Investors in the consortium):
a) business name, headquarters and address of the Potential Investor (or Investors in the consortium) or the name and surname of the Potential Investor,
b) current copy of the National Register of Entrepreneurs, along with the statute or articles of association; for foreign individuals, an excerpt (or a certified copy thereof) from the official register corresponding to the Polish National Court Registry. As a current copy/certificate will be considered a document dated no more than 3 months before the deadline for submission of responses to public invitation to negotiations along with a company statute or deed of association; photocopy of identity card pages containing personal data in the event that the Potential Investor is an individual,
c) names, positions, addresses and phone/fax numbers of persons authorised to act on behalf of the Potential Investor, together with a document confirming the authority to represent the Potential Investors by these persons, or power of attorney to act on behalf of the Potential Investor,
d) information about the ownership structure of the Potential Investor (or Investors in the consortium) and the characteristics of its shareholders, as well as the parent company of the Potential Investors,
e) data on the structure and activity area of the Potential Investor (or Investors in the consortium), with particular emphasis on business line and activity in Poland,
f) current financial report for the last financial year,
g) copy of recently prepared annual report together with the auditor's opinion, if the law imposes an obligation on the Potential Investor to audit the financial statements and balance sheet, profit and loss account and cash flow statement for the last quarter of the business for which they were drawn, or F-01, as well as tax return copy in case the Potential Investor is an individual,
h) power of attorney, as provided by law, to represent the consortium, if the consortium is represented by an authorised attorney.
Note: if the Investor is part of a concern (corporate group), or a subsidiary, please present basic data on the activities of the concern (corporate group).
- Declaration on the number of shares the Potential Investor intends to acquire and identification of sources of financing the purchase of shares. Financial resources for this purpose should come from sources external to the Company, they may not be secured on the assets of the Company (including securities held by the Company) or shares which are the subject of negotiations.
- The proposed net price per share (it should be net price in PLN, a clearly defined amount, without specifying the range of values and it should not be burdened by any conditions) and the value of the entire block of shares, which the Investor intends to acquire, should also be expressed in PLN.
- Document (bank reference or other appropriate document) confirming the credibility and financial standing of the Potential Investor.
- Significant assumptions that affect the amount of the offered price.
- Other issues relevant to the Potential Investor.
- The validity of a initial offer may not be shorter than 180 days from the date of filing.
The negotiations will, in particular, concern the price for the sold block of Company shares and possibly other non-price obligations.
The purchase price for the shares may not be paid in instalments. The payment must be made by bank transfer order.
The deadline for submitting written responses to the public invitation to negotiations for the purchase of the Company shares must be submitted by the Potential Investors by 5 August 2011 at 2.00 pm Warsaw time.
Responses of the Potential Investors to the public invitation to negotiations should be drawn up in Polish. They should be submitted in two counterparts in sealed envelopes to the seat of the Ministry of State Treasury, ul.Krucza 36/Wspólna 6, 00-522 Warszawa, to the Secretary’s office of Privatisation Department, 5th floor, room 501. The following wording should be put on the envelope:
„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki FABRYKA PRZEWODÓW ENERGETYCZNYCH S.A. z siedzibą w Będzinie – Nie otwierać” [Response to public invitation for the purchase of shares of FABRYKA PRZEWODÓW ENERGETYCZNYCH S.A. with its registered office in Będzin - Do not open]
and the identification data of the Potential Investor.
The Minister of Treasury reserves the right to request additional information and clarifications from Potential Investors who submitted their replies to the public invitation to negotiations.
Potential Investors who submitted replies to the public invitation to negotiations will be notified in writing, by registered mail sent by 22 August 2011, of the Minister’s decision regarding the submitted reply.
In particular, the Minister of Treasury reserves the right to: undertake negotiations with one or several selected entities; withdraw from the negotiations without giving reasons; extend the period to read the Company Memorandum, extend the deadline for submitting replies to the public invitation to negotiations, extend the deadline for notifying of the decision regarding the replies to the public invitation to negotiations, and/or change the procedure and schedule of negotiations. The Minister of Treasury will not reimburse any costs incurred by parties interested in the purchase of the shares in connection with their participation in the negotiations and the conclusion of a share purchase agreement for the Company shares.
Text of the announcement:
- Changes in negotiations dates Fabryka Przewodów Energetycznych S.A. with its registered office in Będzin