Ministry of Treasury Invitation to participate in the auction concerning the purchase of the shares of Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych „SPOMASZ”-Nakło Spółka z o.o. - Announcements -

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Invitation to participate in the auction concerning the purchase of the shares of Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych „SPOMASZ”-Nakło Spółka z o.o.

Auction applications should be submitted by 26 July 2011. The auction will be held on 29 July 2011 at 11:00 AM.

 


The Minister of Treasury
invites to participate in a public auction
conducted in oral form
regarding the purchase of shares of the Company:
Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych „SPOMASZ”-Nakło
Spółka z o.o. with its registered office in Nakło nad Notecią

Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warsaw, acting on behalf of the Treasury, pursuant to Art. 31a in connection with Art 33(1) sub-paragraph 5 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 No. 114, item 664) invites all interested parties to participate in an auction on the purchase of 7 140 shares for one buyer1), of a nominal value of PLN 500.00 each, which constitutes 85 % of share capital of a company under the name of Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych „SPOMASZ”-Nakło Spółka z o.o. with its registered office in Nakło nad Notecią (further referred to as the "Shares") and address: ul. Potulicka 1, 89-100 Nakło nad Notecią, registered under the KRS no. 0000049659 and Tax Identification Number 558-00-01-302, further referred to as the "Company".

The Company's scope of business includes manufacture of machinery for food processing and beverage production, repair and maintenance of machinery as well as wholesale of other machines and equipment.

The starting price of the block of 7 140 Shares amounts to PLN 5 165 361.60 (say: five million one hundred sixty five thousand three hundred sixty one zloty 60/100).

The starting price for one Shares amounts to PLN 723.44 (say: seven hundred twenty three zloty 44/100).

The minimum bid increment for the entire block of 7 140 Shares amounts to PLN 30 000.00 (say: thirty thousand zloty). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid will be made not later than every one minute.

The highest bidder will be obliged to acquire the shares non-acquired by eligible employees in the process of the free provision of the shares, provided for in the Act, under the terms and conditions set out in the Share Purchase Agreement made available at the website of the Public Information Bulletin and of the Ministry of Treasury, further referred to as the "Shares Purchase Agreement".

Entities interested in the purchase of shares of Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych „SPOMASZ”-Nakło Sp. z o.o. with its registered office in Nakło nad Notecią through a public oral auction may purchase the "Company Memorandum".

For this purpose the interested parties should:

  • approach the Ministry of Treasury, room 513, on working days from 30 June 2011 until 22 July 2011, between 8.15 am - 4.15 pm,
  • 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 (the 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 (PLN 100.00) should be paid to the Cashier (room 372) of the Division of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12:00 noon and 2:00 pm, or to the account of the Ministry of Treasury held with the National Bank of Poland, Branch in Warsaw, account No. 33 1010 1010 0025 1222 3100 0000.

The person responsible for providing the above documentation is:

  • Ms. Dominika Lipska, room 513, tel. (022) 695 89 97.

Potential Investors will be provided with the possibility of carrying out a limited survey of the Company from 4 July 2011 to 20 July 2011 at the Company's head office. After prior agreement of an appropriate date with the Ministry of Treasury, entities interested in purchasing the Shares will be allowed to conduct a due diligence of the Company and its documents. For this purpose they should submit a request for conducting due diligence of the company to the Ministry of Treasury, 00-522 Warsaw, ul. Krucza 36/Wspólna 6, front office of the Department of Privatisation, room 501, fax: 022 695 88 18, by 15 July 2011.

Auction applications should be made in Polish 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. NIP number;
  4. e-mail;
  5. address for correspondence;
  6. telephone number;
  7. fax number;
  8. attached proof of payment of the bid security deposit, indicating the bank account number to which the deposit should be refunded;
  9. attached draft share purchase agreement, whose content was made available at the website of the Public Information Bulletin of the Minister of the Treasury, at the website of the Ministry of the Treasury, initialled by persons duly authorised to represent the entity interested in participating in the auction upon signing the share purchase agreement;
  10. If the entity interested in participating in the auction is a natural person:

    a) a photocopy of identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,
    b) a duly prepared power of attorney where a natural person is represented by another natural person or entity,
    c) if the natural person is engaged in a business activity – a valid certificate confirming the 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, transcript or as a certified copy made by a notary public,
    d) information on the method of financing the Share purchase transaction;
  11. if 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 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 he/she is not the person named in item 11(b),
    d) information on the method of financing the Share purchase transaction;
  12. 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 and that the entity is not a 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 a party to any court disputes in this regard,
    e) is not a 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 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 Polish, made by a certified translator.

Official documents, within the meaning of the Convention Abolishing the Requirement of Legalisation for Foreign Public Documents drawn up in the Hague on 5 October 1961 (Journal of Laws of 2005, No. 112, item 938), based on the laws of the state being party to the Convention, should also include 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 a signatory to the Convention, must by submitted after their prior legalisation.

Legalisation or issuance of an Apostille is not 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 writing in a single copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warsaw, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury or the front office of the Department of Privatisation, room 501, on working days, during office hours, i.e. 8.15 am – 4.15 pm by 26 July 2011.

The envelope should be marked as follows:

„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki
Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych „SPOMASZ”-Nakło Sp. z o.o.
z siedzibą w Nakle nad Notecią
Nie otwierać
Zgłoszenie przekazać do sekretariatu Departamentu Prywatyzacji
w Ministerstwie Skarbu Państwa"
["Application to participate in the auction for the acquisition of shares of
Nakielskie Zakłady Maszyn i Urządzeń Gastronomicznych „SPOMASZ”-Nakło Sp. z o.o.
with its registered office in Nakło nad Notecią.
Do not open.
Application should be filed at the secretariat of the
Department of Privatization at the Ministry of Treasury"]

The auction application will not be accepted in the absence of the above mentioned note or the name, surname and address or (company) name and registered office of the entity interested in in participation in the public auction, or lack of address for correspondence, or in the case of failure to meet the deadline for filing applications or failure to observe the deadline for depositing a bid security.

Failure to attach a proof for the payment of the bid security or the initialled draft agreement referred to in the above-mentioned item 8 and 9 of the Invitation to participate in the auction will result in rejecting the application.

The auction will be held on 29 July 2011 at 11:00 am, room 116, Ministry of Treasury, ul. Krucza 36/Wspólna 6 in Warsaw.

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

A bid security of PLN 516,000.00 (say: five hundred sixteen thousand zloty) which constitutes 10% of the starting price of Shares should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego Branch in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 26 July 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 decides not to participate in the auction after the date for submitting applications has passed.

The bid security will also be not refunded if the entity authorised to participate in the auction fails to attend the oral auction and none of the participants present at the auction offers the starting price.

The Share Purchase Agreement will be concluded with the highest bidder within up to 7 working 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 the National Bank of Poland, Branch in Warsaw.

Full payment for the Shares the must be made within 2 (two) weeks 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 concentration 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 must be made in full within 2 (two) weeks from the day of submitting the above mentioned decisions to the Minister of Treasury.

Payment of the total price of the Shares may also be made by payment of the amount equal to the starting price of the Shares reduced by the paid bid security within 2 (two) weeks from the announcement of the winning bidder, and the payment of the amount constituting the difference between the starting price of the Shares and the total price of the Shares will be made within 1 (one) month from the day of payment of the amount equal to the starting price of the Shares. In such case the deadline for concluding the Share Purchase Agreement starts on payment date of the amount constituting the difference between the starting and the final price for the Shares.
The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, after full payment for the Shares has been confirmed by the organizational unit at the Ministry of Treasury competent for budget and finance matters.

The winning bid will take place upon signing the Share Purchase Agreement, with content set out in the draft share purchase agreement made available at the website of the Public Information Bulletin of the Minister of Treasury containing the list of entities, and at the website of the Ministry of Treasury.
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1) A single buyer will also mean "a consortium" consisting of two or more entities

Text of the Share Purchase Agreement:

Medatdane

Published by: Anna Krzewska
Author: Department of Privatisation
Last change: 29.06.2011 Anna Krzewska
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