Invitation to a public tender to purchase shares of Centrum Handlowe Wschód S.A. with its registered office in Warsaw
The final date for submitting Offers for purchase of the Company's shares is 22 December 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)(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) further referred to as the "Regulation", invites all interested parties to place bids in a public tender, further referred to as the "Tender" for the purchase of shares of the company:
Centrum Handlowe Wschód S.A. with its registered office in Warsaw
address: ul. Augustówka 22c, 02-981 Warsaw
(further referred to as the “Company”)
The principal scope of Company's business is sale of construction materials, as well as rental of office and warehouse space.
The Tender concerns 600 000 (say: six hundred thousand) shares, which constitutes 46.15% of share capital of Centrum Handlowe Wschód S.A. with its registered office in Warsaw, of a nominal value of PLN 10.00 (say: ten zloty) each.
The minimum selling price (starting price) for one share amounts to PLN 3.00 (say: three zloty), which amounts to PLN 1 800 000 (say: one million eight hundred thousand zloty) for all sold shares.
All interested parties who visit the Ministry of Treasury, room 590, on working days between 8.15 am and 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 Centrum Handlowe Wschód S.A. with its registered office in Warsaw (further also referred to "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 Centrum Handlowe Wschód S.A. with its registered office in Warsaw, as well as the Sample Share Purchase Agreement.
The above documents will be released to the interested parties, subject to the production of a document confirming identity, a power of attorney to act on behalf of the interested party, and an extract 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 the signatory to the Convention, must by submitted after their prior legalisation.
Legalisation or issuance of an Apostille will 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.
The fee for the Company Memorandum (PLN 100.00) should be paid to the Cashier of the Ministry of Treasury, room 372, 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 - Centrum Handlowe Wschód S.A. with its registered office in Warsaw.
The person responsible for releasing the above documents is:
- Mr. Jacek Topyło, Ministry of Treasury, room 590, tel. (22) 695-89-12, e-mail: email@example.com
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 No. 1 in Warsaw, account no. 13113010170019942625200007 in the amount of PLN 180 000.00 (say: one hundred eighty thousand zloty) by the day of submission of the written offer for the purchase 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's shares is 22 December 2011 at 2.00 pm (Warsaw time). Offers must be drawn up in Polish. 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 – Centrum Handlowe Wschód S.A. z siedzibą w Warszawie – nie otwierać” [Tender - Centrum Handlowe Wschód S.A. with its registered office in Warsaw - do not open] and include the identification data of the bidder.
Bids will be opened on 22 December 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 for 180 days from the day of announcing the Tender.
The sole merit-based criterion that will be evaluated 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 Interior and Administration authorising for purchase of the Company shares, 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 Minister of Treasury allows payment in instalments for the block of shares provided that the bidder secures the balance payment after paying the first instalment. The first instalment may not be less than 20% (say: twenty per cent) of the total price for the purchased shares. The remaining amount will be paid no later than 3 years from the date of concluding the shares purchase agreement and will bear interest pursuant to art. 35 of the Act of 30 August 1996 on Commercialization and Privatization (Journal of Laws of 2002 No. 171, item 1397, as amended) and equal to the base rate set by the European Commission, plus a margin of 100 basis points, i.e. by 1 percentage point, not lower than investment goods price growth index which is released quarterly by the President of the Central Statistical Office in the Journal of Laws the Republic of Poland, "Monitor Polski". When a new base amount rate enters into force, the interest rate changes while maintaining the above rule.
Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of the Company shares. Bid securities paid by the remaining bidders will be immediately refunded in accordance with the applicable law. Should the winning bidder evade from concluding the Company Share Purchase Agreement, the security paid by such bidder will not be refunded. Offers submitted after the deadline and those that 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"Centrum Handlowe Wschód S.A. with its registered office in Warsaw" will be rejected.
The Seller may for convenience: close the Tender without awarding the winning Bid 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.