Invitation to a public tender to purchase shares of SUPOMET Sp. z o.o. seated in Poznań
Deadline for the submission of offers is 8 October 2012 at 3:00 PM (Warsaw time).
The Minister of Treasury
OF THE REPUBLIC OF POLAND
invites to a public tender for the acquisition of shares
The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, further referred to as the "Seller", pursuant to Article 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 the Detailed Procedure for Sale of Treasury Shares (Journal of Laws No. 114, item 664) further referred to as the "Regulation" invites all interested entities to place bids in a public tender, further referred to as the "Tender" for the purchase of shares of the company:
SUPOMET Sp. z o.o. having its registered office in
(further referred to as the "Company")
The Company's core activity is: retail and wholesale trade in industrial goods for work and fire safety; production, repair and maintenance of fire fighting equipment, goods for occupation health and safety, and fire extinguishing systems; design, renovation and construction services; technical consultancy; training in health and safety, training in fire prevention, as well as export and import within the Company's operations.
The Tender concerns 112 (say: one hundred twelve) shares representing 22.40% of share capital of company SUPOMET Sp. z o.o. having its registered office in Poznań, of a nominal value of PLN 100.00 (say: one hundred zloty) each.
The minimum sale price (further referred to as the "Starting price") for one share is PLN 10.00 (say: ten zloty), which corresponds to PLN 1,120.00 (say: one thousand one hundred twenty zloty) for the entire stake being sold.
All parties interested in participation in the Tender (further referred to as the "Bidders"), who visit the Ministry of Treasury, room 591, on working days between 11:00 am and 2:00 pm from the day following the day of publication of the notice until immediately preceding the deadline for submitting written offers for the purchase of Company shares (further referred to as the "Offers") and sign "Confidentiality Obligation", will receive: Detailed information on the requirements for the bidders and the detailed terms and conditions applying to offers to purchase the shares of SUPOMET Sp. z o.o. having its registered office in Poznań, containing information on the requirements applying to bidders and the terms and conditions to be met by Offers for the acquisition of shares, as well as Sample Share Purchase Agreement.
The above documents will be released to the Bidder, 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 the case of entrepreneurs entered into the Register of Entrepreneurs), or a certificate of entry in the Register of Business Activity (in the case of natural persons conducting business activity), naming the persons authorised to represent the entity (the document must not be issued earlier than three months prior to the date of its presentation).
In case of Bidders who are foreign entities, 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), made under the laws of the state being a party to the Convention, should be supported by 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 be 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 person responsible for releasing the above documents is:
- Ms. Anna Włodarczyk-Tworkowska, Ministry of Treasury, room 591, phone (22) 695-88-77, 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. 13 1130 1017 0019 9426 2520 0007 in the amount of PLN 112.00 (say: one hundred twelve zloty) by the day of submission of the written Bid for the acquisition of the Company's shares. A proof of payment of the bid security should be attached to the Bid.
Deadline for the submission of Offers for purchase of the Company shares is 8 October 2012 at 3:00 pm (Warsaw time). Offers must be made in the Polish language. Bids 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 – SUPOMET Sp. z o.o. z siedzibą w Poznaniu – Nie otwierać” [Tender - SUPOMET Sp. z o.o. having its registered office in Poznań - do not open] and include the identification data of the Bidder.
Bids will be opened on 8 October 2012 at 3:30 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 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 60 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 authorising for purchase of the Company share, the share purchase agreement will be concluded within 60 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 60 days from the date of notification to the Bidder of the choice or 60 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 Interior, authorising the acquisition of shares, in the case of the need for obtaining such a decision by the Bidder. The Seller only accepts full payment for the block 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 previously by the remaining Bidders will be immediately refunded in accordance with applicable law. Should the winning Bidder avoid the conclusion of the Share Purchase Agreement, the security paid by such Bidder will not be refunded. Offers submitted after the stipulated deadline and those that do not meet the conditions specified in this notice or the Detailed information concerning bidders' requirements and detailed terms and conditions applying to offers to purchase the shares of SUPOMET Sp. z o.o. having its registered office in Poznań will be rejected.
The Seller may for convenience: close the Tender without awarding the winning bid in the event of withdrawal from the Tender, including due to failure to select any of the Offers submitted, or extend the deadline for submission of Offers.