Invitation to participate in the auction concerning the purchase of the shares of Destylernia "Polmos" w Krakowie S.A. with registered office in Cracow
Auction applications should be submitted by 20 December 2011. The auction will be held on 22 December 2011 at 12:00 noon.
The Minister of Treasury
invites to participate in a public auction
conducted in an oral form
regarding the purchase of shares of the Company:
Destylernia "Polmos" w Krakowie S.A.
with registered office in Cracow
Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warsaw, acting on behalf of the Treasury, pursuant to Article 31a in connection with Article 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 ordinary registered shares of "A" series in the number of 4,012,000 for one buyer1), of a nominal value of PLN 1.00 each, representing 12.26 % of the share capital of a company under the name of Destylernia "Polmos" w Krakowie S.A. with its registered office in Cracow (further referred to as the "Shares"), and address: ul. Fabryczna 13, 31-553 Kraków, registered under KRS no. 0000036229, Tax Identification Number 675 000 17 51, further referred to as the "Company".
The Company's scope of business includes leasing and management of own or leased real estate, renting and leasing of other machinery, equipment and tangible goods not elsewhere classified, buying and selling of own real estate, manufacturing soft drinks; production of mineral waters and other bottled waters.
The starting price for the block of 4,012,000 Shares is PLN 6,459,320.00 (say: six million four hundred and fifty nine thousand three hundred and twenty zloty).
The starting price for one Share is PLN 1.61 (say: one zloty 61/100).
The minimum bid increment for the entire block of 4,012,000 Shares amounts to PLN 32,296.60 (say: thirty two thousand two hundred and ninety six zloty 60/100). 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 and farmers in the process of the free provision of 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 of the Ministry of Treasury, and at the website of the Ministry of Treasury, further referred to as the "Share Purchase Agreement".
Parties interested in purchasing the Company's Shares through a public oral auction should address any questions to Ms. Anna Włodarczyk-Tworkowska, room 595, tel. 22 695 88 77.
Auction applications should be made in the Polish language and should contain:
- name, surname and address or name and registered office of the entity interested in participating in the auction;
- REGON number;
- tax identification number (NIP);
- address for correspondence;
- telephone number;
- fax number;
- attached proof of payment of the auction deposit, indicating the bank account number to which the auction deposit should be refunded;
- attached draft share purchase agreement, the content of which was made available at the website of the Public Information Bulletin of the Minister of Treasury and at the website of the Ministry of the Treasury, initialled by the person duly authorised to represent the entity interested in participating in the auction upon signing the share purchase agreement;
If the entity interested in participating in the auction is a natural person:
a) a photocopy of identity document confirming identity of such a person, certified by a notary 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 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,
d) information on the method of financing the purchase of the Shares;
if the entity interested in participation in the auction is a legal person:
a) a valid transcript 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 duly executed power of attorney, in the event that he/she is not the person named in point 11(b), together with power of attorney issued in a form provided for the performance of this action,
d) information on the method of financing of the share purchase transaction;
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 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 party to any court disputes in this regard,
e) is not a subject to liquidation proceedings nor was declared bankrupt, apart from entities which upon declaration of bankruptcy made an arrangement approved under a valid court decision, provided that such an 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 writing as original documents or copies certified by a notary to be true copies of the original.
Documents written in a foreign language must be submitted together with their translations into the Polish language, 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 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.
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 20 December 2011.
The envelope should be marked as follows:
„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki
Destylernia „Polmos”w Krakowie S.A. z siedzibą w Krakowie
Zgłoszenie przekazać do sekretariatu
Departamentu Prywatyzacji w Ministerstwie Skarbu Państwa”
[Application to participate in the auction for the purchase of shares of
Destylernia "Polmos" w Krakowie S.A. with its registered office in Cracow.
Do not open.
Application should be filed at the secretariat of the
Department of Privatisation 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 auction deposit.
Failure to attach a proof for the payment of the bid security or the initialled draft agreement referred to in the above-mentioned Point 8 and 9 of the Invitation to participate in the auction will result in rejecting the application.
The auction will be held on 22 December 2011 at 12.00 am, room 116 at the 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 645,932.00 (say: six hundred and forty five thousand nine hundred and thirty two zloty), which constitutes 10% of the starting price for the Shares should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 20 December 2011.
The auction deposit is not refundable in the event 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 auction deposit 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 7 working days from the date of payment of the full purchase price for the Shares (less the auction deposit 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 (NBP), Branch in Warsaw.
Full payment for the Shares must be made within 2 (two) weeks of announcing the highest bidder.
In the case where the purchase of Shares requires:
- the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended concentration of companies;
- 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 the above decisions. In such case, payment for the Shares must be made in full within 2 (two) weeks of submitting the above mentioned decisions to the Minister of Treasury.
Full payment for the Shares may also be made by paying the amount equal to the starting price for the Shares (less the security deposit paid), within 2 (two) weeks of announcing the highest bidder, while the amount representing the difference between the starting and the final price for the Shares must be paid within 1 (one) month following payment of the amount equal to the starting price for 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 asking 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 the full payment for the shares has been confirmed by the organizational unit responsible for the budget and finance.
The winning bid will take place upon signing the Share Purchase Agreement, with the content set out in the draft share purchase agreement made available at the website of the Public Information Bulletin of the Minister of Treasury and at the website of the Ministry of Treasury.
1) A single buyer will also mean "a consortium" consisting of two or more entities