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Invitation to participate in negotiations regarding the purchase of shares of DALMOR Joint Stock Company based in Gdynia

The deadline for submitting written replies expires on 10 September 2010 at 1:00 PM (Warsaw time)

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Ministry of Treasury
of the REPUBLIC of POLAND

invites to negotiations on the purchase of the shares in the company:

DALMOR Joint Stock Company based in Gdynia


The Minister of Treasury with registered office in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Art. 33.1.3 of the Act on Commercialisation and Privatisation, dated August 30th 1996 (Journal of Laws of 2002, No. 171, item 1397, with subsequent amendments), hereinafter referred to as the “Act”, and pursuant to the Ordinance issued by the Council of Ministers on the 17th of February 2009 on detailed procedure of disposal of State Treasury-owned shares (Journal of Laws of 2009, No. 34, item 264 with subsequent amendments) invites all interested parties to take part in negotiations concerning the purchase of 4.187.536 (in words: four million one hundred eighty-seven thousand and five hundred thirty-six) ordinary bearer shares of a nominal value of PLN 10.00 (in words: ten zloty) each, including 3.565.699 (in words: three million five hundred sixty-five thousand and six hundred ninety-nine) ordinary bearer shares of AA series and 621.837 (in words: six hundred twenty-one thousand and eight hundred thirty-seven) ordinary bearer shares of B series, belonging to the Treasury, representing 86.94% of the share capital of the company DALMOR S.A. based in Gdynia, ul. Hryniewickiego 10, 81-340 Gdynia, recorded in the Register of Entrepreneurs held by the Regional Court Gdańsk-North, the 8th Business Division of the National Court Register, under number KRS 0000020227, hereinafter referred to as the "Company".

In accordance with Article36 of the Act, eligible employees were entitled to unpaid acquisition of up to 15% of the shares in the Company, belonging to the Treasury on the day the Company was recorded in the Register.

Should the right of the eligible employees to the free-of-charge acquisition of the shares expire, the Minister of Treasury envisages a possibility of disposing the shares non-acquired by the entitled employees to an Investor selected in the course of these negotiations.

The core profile of Company activity includes providing services in terms of property lease and rent, as well as harbour-related and cold storage services.

Interested parties, which will express their interest in the purchase of the shares to the BAA Polska Sp. z o.o. Company, fulfilling a role of a State Treasury Minister adviser in the privatisation process of the Company by September 9th 2010 and after having presented documents allowing a Potential Investor identification, i.e. a transcript from the Register of Entrepreneurs of the National Court Register or from any other register of business activity, reflecting current representation of the entity (with a date of issue not earlier than three month before document presentation), and a possible power of attorney, and on the case of a physical person who is not an entrepreneur, being interested, after having presented a document confirming his/her identity and a possible power of attorney, and after having signed a Non-Disclosure Agreement by authorised representatives of the Potential Investor will be provided with the "Information Memorandum of DALMOR S.A. based in Gdynia" (hereinafter referred to as the "Memorandum") comprising key information on the legal, economic, and financial condition of the Company, on the share sale procedure, as well as on the structure of a response to the public invitation for negotiations. The Memorandum will be available from the next day after this invitation has been published.

The expression of interest in the purchase of the shares should be addressed to

BAA Polska Sp. z o.o.
ul. Powązkowska 15,
01-797 Warszawa
phone: (+48 22) 562 33 43, (+48 22) 562 33 44,
fax. (+48 22) 562 33 45

fulfilling the role of the adviser to the Ministry of Treasury in the Company privatisation process.

Mr. Olaf Kuliczkowski and Mrs. Grażyna Magdziak. are responsible for collecting the expressions of interest.

The subject matter of negotiations will include in particular a price for the purchased stake, proposed by the Potential Investor, a development programme for the Company, covering amongst other things investment commitments, obligations with respect to environmental protection, commitments with respect to protecting the interest of the Company's employees and other people associated with the Company as well as the method for securing the performance of these commitments.

The Minister of Treasury does not allow spreading the payment price into installments. Payment should be effected as a bank transfer.

A deadline for submitting written responses to the public invitation to negotiations regarding the purchase of shares in the Company by Potential Investors, who have signed the Non-Disclosure Agreement and have collected the Information Memorandum expires on the 10th of September 2010, at 1 P.M. Warsaw time.

Responses of Potential Investors to the public invitation to negotiations should be made in the Polish language in compliance with the terms described in the Memorandum. The responses should be submitted as two copies, in a sealed envelope, at the office of the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, Front Office of the Department of Ownership Supervision and Privatisation III, 5th floor (room 501). The following inscription should be placed on the envelope:

"Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki DALMOR S.A. z siedzibą w Gdyni – Nie otwierać” (”Response to the public invitation to negotiations concerning the acquisition of the shares in DALMOR S.A - do not open"), as well as data allowing identification of the Potential Investor.

The Minister of Treasury reserves the right to request additional information and explanations from Potential Investors who have responded to the public invitation to negotiations.

The Potential Investors who have submitted the responses to the public invitation to negotiations will be notified in writing as to the decision of the Minister of Treasury regarding the result of examination of their responses by September 18th 2010.

Only the responses submitted by the Potential Investors who have signed a Non-Disclosure Agreement and collected the Memorandum will be considered.

The Minister of Treasury particularly reserves the right to select one or several entities to participate in negotiations, withdraw from negotiations without specifying the reason, extend the deadline for submission of responses to the public invitation to negotiations, as well as to extend the deadline for notification of the results of consideration of responses to the public invitation to negotiations, and to change the procedure and schedule of negotiations.

The Minister of Treasury shall not reimburse any costs incurred by the entities interested in purchasing the shares with regards to their participation in the negotiations and the conclusion of the Company's share sale agreement.

Publication date : 26.07.2010

Published by : Marzena Feldy
Author : Department of Ownership Supervision and Privatisation III

Statystyka strony: 455 wizyt
Thursday, 9 February 2012, data aktualizacji serwisu: 09.02.2012 o godzinie 16:13
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