Invitation to a public tender to purchase shares of Przedsiębiorstwo Komunikacji Samochodowej w Myszkowie Sp. z o.o. seated in Myszków
The final date for submitting offers is 31 October 2012 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
Przedsiębiorstwo Komunikacji Samochodowej w Myszkowie spółka z ograniczoną odpowiedzialnością
having its registered office in Myszków
The 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 Article 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 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:
Przedsiębiorstwo Komunikacji Samochodowej w Myszkowie sp. z o.o.
address: ul. Krasickiego 116; 42-300 Myszków
(further referred to as the “Company”)
The Company's core activity is transport of passengers, including regular, school and occasional transport. The Company also offers additional services in the form of gas station, tire service and rental.
The Tender concerns 40 800 (say: forty thousand eight hundred) shares representing 85% of the share capital of Przedsiębiorstwo Komunikacji Samochodowej w Myszkowie spółka z o. o. having its registered office in Myszków, of a nominal value of PLN 50.00 (say: fifty zloty) each.
The minimum sale price (further referred to as the "Starting price") for one share is PLN 40.00 (say: forty zloty), which corresponds to PLN 1 632.00 (say: one thousand six hundred thirty two zloty) for the entire stake being sold.
The Seller expects an assurance of obligations related to the protection of employees' interests. Fulfilment of these obligations will be secured by guarantee sums secured by way of submission to execution by the Buyer directly under a notary deed, in accordance with Article 777 of the Code of Civil Proceedings, or a blank bill of exchange with bank aval, or bank surety, or bank guarantee, or insurance guarantee.
All parties interested in participating in the Tender (further referred to as the "Bidders"), who visit the Ministry of Treasury, room 587, on working days between 9:00 am and 3:00 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: "Company Memorandum" containing information on the Company’s legal, economic and financial standing, Detailed information on the requirements for the bidders and the detailed terms and conditions applying to offers to purchase the shares of Przedsiębiorstwo Komunikacji Samochodowej w Myszkowie sp. z o.o. having its registered office in Myszków, 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 to the extent that any bilateral or multilateral agreement signed by the Republic of 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 in the amount of PLN 100.00 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 PKS w Myszkowie sp. z o.o.".
The person responsible for releasing these documents is:
- Ms. Agnieszka Rasińska, Ministry of Treasury, room 587, phone: (22) 695-86-57, e-mail: firstname.lastname@example.org.
The Bidders will be provided with a possibility of carrying out a limited survey of the Company from 8 October 2012 to 19 October 2012 at the Company's office. Detailed information on the scope and procedures of the Company survey is presented in the "Company Memorandum".
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 163 200 (say: one hundred sixty three thousand two hundred zloty) by the day of submission of the written Bid for the acquisition of the Company 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 31 October 2012 at 2:00 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 – PKS w Myszkowie sp. z o. o. z siedzibą w Myszkowie – Nie otwierać” ["Tender - PKS w Myszkowie sp. z o.o. having its registered office in Myszków - Do not open"] and include the identification data of the Bidder.
Bids will be opened on 31 October 2012 at 2:15 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 30 days from the date of notification of the selection of the Bidder. 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 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, not later than within 30 days from the date of notification of the Bidder of the selection, or 30 days after written notification of the Seller by the Bidder of 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 a decision of the Minister of Interior authorising the acquisition of shares, if the Bidder is required to obtain such a decision.
The Seller accepts only 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 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 do not meet the conditions specified in this notice or the Detailed information on the requirements for the bidders and the detailed terms and conditions applying to offers to purchase the shares of Przedsiębiorstwo Komunikacji Samochodowej w Myszkowie sp. z o.o. having its registered office in Myszków, 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.