Invitation to negotiations regarding the purchase of shares of WARMIA S.A. with its registered office in Kętrzyn
The deadline for submitting written responses is 19 December 2011, 4:15 pm.
THE MINISTER OF TREASURY OF THE REPUBLIC OF POLAND
invites to negotiations regarding the purchase of shares of the company
with its registered office in Kętrzyn
Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, acting on behalf of the Treasury, pursuant to Art. 33(1) sub-paragraph 3 of the Act of 30 August 1996 on Commercialisation and Privatisation (consolidated text, 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: 850,000 (say: eight hundred fifty thousand) ordinary registered shares of a nominal value of PLN 10.00 (say: ten zloty), owned by the Treasury, representing 85% of share capital of a company under the name of WARMIA S.A. with its registered office in Kętrzyn and address: ul. Bolesława Chrobrego 5, 11-400 Kętrzyn, entered into the Register of Entrepreneurs kept by the District Court in Olsztyn, VIII Commercial Division of the National Court Register under KRS no. 0000344941, further referred to as the "Company".
As at the day of this announcement, the Treasury holds 100% of the Company shares.
Pursuant to Article 36 of the Act, eligible employees are entitled to acquire free of charge up to 15% of the Company shares that were acquired by the Treasury on the Company registration date.
Company shares not acquired by the eligible employees may be sold by the Minister of Treasury to an entity selected through these negotiations, provided that the right of such employees to acquire shares free of charge has expired.
The core of Company's business activity is manufacture of outerwear, as well as commercial activities and services related to women's and men's clothing.
The interested entities that by 16 December 2011 communicate their interest in purchasing the Company shares to Budoserwis Z.U.H. Sp. z o.o. with its registered office in Chorzów, acting as an advisor to the Minister of 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 WARMIA 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 (further referred to as the "Response").
Applications for the purchase of the Company shares should be directed to:
Budoserwis Z.U.H Sp. z o.o.
ul. Kościuszki 31,
Tel: (32) 241-24-51 to 7,
The person responsible for receiving applications is Ms. Agnieszka Smykała.
The response to the public invitation to negotiations must include the following information and documents:
Presentation of the Potential Investor (or co-Investors/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; 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.
- Identification of sources of funding for the purchase of the 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 submitted written reply to the public invitation to negotiations may contain other commitments. For responses containing the non-price commitments, the mode of securing their execution should be presented.
In case of bidders who are foreign entities, the submitted documents made in foreign language must be translated into Polish by a sworn translator. Additionally, such documents as an extract from the relevant register and the power of attorney to act on behalf of the bidder in case of foreign entities should be certified by Consulate/Embassy of the Republic of Poland in the country of the bidder. The mentioned certificate issued by these institutions may be replaced by an Apostille clause.
The negotiations will concern in particular the price for the stake of Company shares. The negotiations may also concern issues relating to protection of interests of the company employees and other persons related to the Company, as well as the manner of securing execution of these commitments.
The Minister of Treasury will accept one-time full payment for the block of shares only in form of a bank transfer made to the Ministry’s account prior to signing shares purchasing contract.
Detailed structure of the response to public invitation to negotiations is contained in the document entitled DETAILED INFORMATION ON THE SALE OF SHARES OF WARMIA SPÓŁKA AKCYJNA WITH ITS REGISTERED OFFICE IN KĘTRZYN , which will be available for downloading from the Advisor together with "Company Memorandum", as well as under the announcement on the website of the Ministry of Treasury.
The deadline for submitting written responses to the pubic invitation to negotiations on the purchase of the Company share is 19 December 2011, during office hours, i.e. 815 am and 415 pm.
Written response to the negotiations should be submitted in the Polish language, printed on A4 paper size with page numbers, signed and initialled on each page by the person authorised to represent the Potential Investor. In the case of response submitted by the consortium, it should be signed by authorized representatives of each member of the consortium or by established proxy. Any copies of documents should be certified as true copies by person authorized to represent the Potential Investor.
The response to the invitation to negotiations should be submitted to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, to the front desk of Department of Privatisation, room 501, tel. (22) 695 87 22, fax (22) 695 88 18, in two copies, in a sealed envelope, delivered in person or by courier.
The envelope should be marked as follows: „Odpowiedź na publiczne zaproszenie do negocjacji w sprawie zakupu akcji spółki WARMIA spółka akcyjna z siedzibą w Kętrzynie – NIE OTWIERAĆ" [Response to the public invitation to negotiations regarding the purchase of shares of WARMIA Spółka Akcyjna with its registered office in Kętrzyn - DO NOT OPEN"] and include the identification details of the Potential Investor.
Responses submitted after the deadline will not be considered.
Potential Investors who submitted responses to the public invitation to negotiations will be notified in writing, by registered mail sent by 5 January 2012, of the Minister’s decision regarding the submitted response.
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.
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 bear or reimburse any costs incurred by Potential Investors in connection with the submission of responses to the publicly announced invitation to negotiations, participation in the negotiations and conclusion of the share purchase agreement for the Company's shares.