Invitation to a public tender to purchase shares of Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o. with its registered office in Bydgoszcz
Deadline for the submission of offers expires on 2 August 2011 at 2:00 PM (Warsaw time).
The Minister of Treasury
OF THE REPUBLIC OF POLAND
invites to a public tender for the acquisition of shares
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 No. 114, item 664) further referred to as the "Regulation" invites all interested parties to participate in an auction, further referred to as the "Tender" for the purchase of shares of the company:
Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o. with its registered office in Bydgoszcz
address: ul. Ludwikowo 2, 85-502 Bydgoszcz
(further referred to as the “Company”)
The scope of Company's business includes production, trade and services of railway surface devices as well as securing of traffic and steel structures. Production includes railway surfaces, junctions, track intersections, railroad and tram switches.
The Tender concerns 8 500 (say: eight thousand five hundred) shares, which constitutes 40.477% of share capital of Kolejowe Zakłady Nawierzchniowe COGIFER POLSKASp. z o.o. with its registered office in Bydgoszcz of a nominal value of PLN 1,000 (say: one thousand zloty).
The minimal sale price (asking price) for one share is PLN 2 828.00 (say: two thousand eight hundred twenty eight zloty), which amounts to PLN 24 038.00 (say: twenty four million thirty eight thousand zloty) for the entire stake of shares.
All interested parties who visit the Ministry of Treasury, room 507, on working days from 8.15 am – 4.15 pm from the day following the day of publication of the notice until immediately preceding the deadline for submitting written offers for the shares of Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o. with its registered office in Bydgoszcz (further also referred to as the "Offers") and sign "Confidentiality Obligation", will receive: "Company Memorandum"" containing information on the Company’s legal, economic and financial standing, Detailed Terms and Conditions of Tender containing information on the requirements for the bidders and the detailed terms and conditions applying to offers to purchase the shares of Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o. with its registered office in Bydgoszcz, as well as Sample Share Purchase Agreement.
The above documents will be released to the interested parties subject to production of a document confirming identity, a power of attorney to act on behalf of the interested party, as well as a transcript from the Register of Entrepreneurs of the National Court Register (in case of entrepreneurs entered into the Register of Entrepreneurs) or a certificate confirming registration in the Register of Business Activity (in case of natural persons conducting business activity), showing the persons authorised to represent the entity (the document must not be issued earlier than three months prior to the date of its presentation).
All documents submitted by foreign bidders must be translated into the Polish language 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.
The fee for the Company Memorandum (PLN 100) should be paid to the Cashier of the Ministry of Treasury, room 372 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, payment title: Company Memorandum for - Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o with its registered office in Bydgoszcz.
The person responsible for releasing the above documents is:
- Mr. Paweł Sroczyński, Ministry of Treasury, room 507, tel. (22) 695-83-94, e-mail: firstname.lastname@example.org
In order to participate in the Tender, each bidder is obliged to pay a bid security by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch in Warsaw, account no. 13113010170019942625200007 in the amount of PLN 2 403 800.00 (say: two million four hundred three thousand eight hundred zloty) by the day of submission of the written offer for the acquisition of the Company shares . A proof of payment of the bid security must be attached to the Offer.
The final date for submitting Offers for purchase of the Company share is 2 August 2011 at 2:00 pm (Warsaw time). Offers must be made in the Polish language. Offers should be submitted in a single copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warsaw, ul. Krucza 36/Wspólna 6, the Front Office of the Department of Privatisation (room 501). The envelope should bear the inscription: „Przetarg – Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o. z siedzibą Bydgoszczy – nie otwierać” [Tender - Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o with its registered office in Bydgoszcz. Do not open] and include the identification data of the bidder.
Offers will be opened on 2 August 2011 at 3:00 pm at the Seller’s registered office (room 505, 5th floor)
Submitted offer will be binding for the bidder until the bidder is notified of selecting another offer, however not longer than 180 days from the day of announcing the Tender.
The sole substantial evaluation criterion will be the price offered for the shares.
Bidders will be immediately advised of Tender results in writing.
The Share Purchase Agreement will be concluded within 30 days from notifying the winning bidder that the bidder’s offer has won. However, if the winning bidder is obliged to obtain a Decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies or a Decision of the Minister of Internal Affairs and Administration authorising for purchase of the Company share, the share purchase agreement will be concluded within 30 days from the date of a written notification of the Seller by the bidder that the above mentioned decision(s) were obtained.
The share price will be transferred to the Seller's account before the conclusion of the share purchase agreement, however no later than within 30 days from the date of notification to the bidder of the choice or 30 days after written notice to the Seller by the bidder that the receipt of the decision of the President Office Competition and Consumer Protection on the absence of impediments to the intended merger of companies and/or decision of the Minister of Internal Affairs and Administration, authorising the acquisition of the share, in the case of the need for obtaining such a decision by the bidder. The Seller only accepts full payment for the stake of shares sold.
In case of failure to meet the deadline for payment of the price for the shares sold by the bidder whose offer has been selected as the most advantageous, the bidder will pay interest for delay at the statutory rate.
Upon selecting the winning offer, the bid security paid by the winning bidder will be offset against the purchase price of the shares. Bid securities paid by the remaining bidders will be immediately refunded in accordance with applicable law. Should the winning bidder avoid the Company Share Purchase Agreement, the security paid by such bidder will not be refunded. Offers submitted after the deadline and those do not meet the conditions specified in this notice or the Detailed Terms and Conditions of Tender containing information on the requirements for the bidders and the detailed terms and conditions applying to offers to purchase the share of Kolejowe Zakłady Nawierzchniowe COGIFER POLSKA Sp. z o.o. with its registered office in Bydgoszcz will be rejected.
The Seller may for convenience: close the Tender without awarding the winning Offer in the event of cancellation of the Tender, including due to failure to select any of the Offers submitted, and extend the deadline for submission of Offers.