Announcements

Minister of Treasury invites to participation in a public tender to purchase schares of the company Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A. with registered office in Krasnystaw

The Minister of Treasury, with headquarters in Warsaw, ul. Krucza 36 / Wspólna 6, 00-522 Warszawa, hereinafter referred to as the “Seller”, acting on behalf of the Treasury, pursuant to Article 33(1)(2) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, as amended), hereinafter referred to as the “Act”, and pursuant to the Resolution of the Council of Ministers of 17 February 2009 on Detailed Procedure of Selling Treasury Shares (Journal of Laws of No. 34, item 264), invites all interested parties to submit offers to participate in a written open public tender, hereinafter referred to as the “Tender”, to purchase 975,000 (say: nine hundred seventy-five thousand) shares constituting 93.93% of share capital in the company:

Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A. with registered office in Krasnystaw (hereinafter referred to as the “Company”)

Pursuant to Article 36(1) of the Act, eligible employees are entitled to acquire free-of-charge up to 15% of the Company’s shares that were acquired by the Treasury on the day when the Companies were entered in the register. The Minister of Treasury envisages that the shares which are not acquired by the eligible employees may be alienated to the Investor selected as a result of these negotiations in the event that the right of such eligible persons to acquire these shares free-of-charge has expired.

I. GENERAL INFORMATION
1. The Tender shall be held at the headquarters of the Seller.
2. Participation in the tender is open for national and foreign entities, as well as entities acting jointly.
3. In order to participate in the Tender, bidders are obliged to deposit (before expiry of the deadline specified in section IV(1) hereof), a bid security amounting to PLN 190,125.00 (say: one hundred and ninety thousand one hundred and twenty-five zloty) to the Seller’s banking account at Bank Gospodarstwa Krajowego S.A., Branch in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007).
4. The Seller accepts only a one-off payment for the shares made by bank transfer to the Seller’s account.

II. PLACE AND TIME LIMIT FOR INSPECTING TENDER DOCUMENTATION AND BECOMING ACQUAINTED WITH THE COMPANY’S ENTERPRISE

1. The “Company Information”, specimen of the share purchase agreement and a document titled “Additional Information for Investors Participating in the Tender to Purchase Company Shares” will be available for bidders at the headquarters of the Seller (for a fee of PLN 100.00 payable to the cashier in room 372, Accounting and Payroll Division of the Department of Budget and Finance at the Ministry of Treasury, between 12:00 noon to 2:00 PM, or to the bank account of the Ministry of Treasury at Bank Gospodarstwa Krajowego S.A., branch in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008), within the period staring on the day following the date when this Invitation was published till 2 March 2010, after submitting a Transcript from the Register of Entrepreneurs/Certificate of Entry in the Register of Business Activity by authorized representatives or an Authorisation to Collect Documentation by persons not listed in the National Court Register/Certificate on Entry in the Register of Business Activity, and upon signing the document “Confidentiality Obligation”, and – where the bidder is a natural person – after producing an ID card and signing the Confidentiality Obligation.
2. Bidders will be able to acquaint themselves with the Company’s enterprise on a date agreed with the Seller, after submitting a request to examine the documentation by 3 March 2010.
3. Detailed terms of purchase of Company shares along with requirements concerning investment﷓related and environmental protection commitments, commitments related to protection of the interests of employees, and other commitments, along with the methods of ensuring that these commitments are met, are specified in this Invitation, in a document titled “Additional Information for Investors Participating in the Tender to Purchase Company Shares” and a specimen of share purchase agreement made available to the bidders, all of which constitute an integral part hereof.
4. Only those offers will be examined which were submitted by Potential Investors who have signed the document called “Confidentiality Obligation” and collected the share purchase agreement specimen and the documents titled “Company Information” and “Additional Information for Investors Participating in the Tender to Purchase Company Shares”.

III. HOW TO PREPARE THE OFFER
1. Detailed information concerning the requirements for bidders and the detailed terms applying to the offers to purchase Company shares may be obtained by 11 March 2010.
All queries should be directed to the following address:

Ministerstwo Skarbu Państwa
Departament Nadzoru Właścicielskiego i Prywatyzacji IV
ul. Krucza 36/Wspólna 6, 00-522 Warszawa
tel. (022) 695 87 10
fax. (022) 695 87 09

All queries must be submitted by 9 March 2010.

2. The Seller reserves the right to request additional clarifications from bidders.
IV. SUBMITTING THE OFFERS AND TENDER PROCEDURE
1. PLACE, PROCEDURE, FORM AND DATE FOR SUBMITTING OFFERS
Written offers to purchase Company shares must be submitted, against confirmation of receipt, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, pokój 553, in the hours between 10:00 AM and 3:00 PM. The envelopes must be sealed and marked as follows: "Przetarg – Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A. – nie otwierać” (Tender – Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A. – do not open), along with bidder identification details.
The deadline for submitting offers expires on 15 March 2010 at 12 noon.
2. OPENING THE ENVELOPES AND SELECTING THE WINNING BIDDER
1) The offers will be opened on 15 March 2010, at 1:00 PM, room 26;
2) The winning bidder will be determined by a committee within 30 working days following the expiry of the date for submitting the offers;
3. FORMAL REQUIREMENTS WHICH MUST BE MET BY THE BIDDERS FOR THEIR OFFERS TO BE SUBJECTED TO MERIT-BASED EVALUATION
Offers must be made and submitted in accordance with the Seller’s requirements for the bidders, as set forth in this Invitation and in the “Additional Information for Investors Participating in the Tender to Purchase Company Shares”.
4. CRITERIA FOR EVALUATION AND SCORING
1) The criteria to be examined and their respective scoring are set forth in section I of the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” (Offer Evaluation Sheet).
2) In the event that two or more bidders receive the same score, the winning bidder will be chosen as specified in section III of the “Additional Information [...]”, referred to hereinabove.
V. MAXIMUM BID VALIDITY PERIOD
Submitted offer shall be binding for the bidder until an agreement is signed with the highest bidder, however not longer than 180 days from the offer submission deadline.
VI. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS
The bidders will be immediately notified of the tender results in writing.
VII. REFUND OF BID SECURITY
Upon selecting of the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of Company shares. Bid securities paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the offer submission date or evade the agreement to purchase Company shares, then the security paid by such bidder will not be refunded.
VIII. DATE OF CONCLUDING SHARE PURCHASE AGREEMENT
The agreement to purchase Company shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of tender results. 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 Internal Affairs and Administration authorising for purchase of Company shares, 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 consent(s) were obtained.
IX. COMPANY WHOSE SHARES ARE THE SUBJECT OF THE TENDER PROCEDURE
Zakład Przemysłu Odzieżowego “CORA-TEX” w Krasnymstawie S.A.
ul. Poniatowskiego 50, 22-300 Krasnystaw,
tel.: 082 576 34 81,
fax: 082 576 29 67,
The core business activity of the Company is the manufacture of outer clothing for men and women, including overcoats, woollen jackets, waterproof jackets, thermal insulation jackets, and, to a lesser extent, ladies clothing (jackets, skirt suits and vests).
X. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR A SINGLE SHARE
1. Number of shares
The share purchase offer will concern 975,000.00 (say: nine hundred seventy-five thousand) shares of a nominal value of PLN 10.00 (say: ten zloty) each, making up 93.93% of the Company’s share capital.
2. Minimum single share price
The minimum single share price shall be PLN 3,.90 (say: three zloty and ninety groszy).
The Seller shall have the right to:
a) decide not to hold the tender without specifying reasons;
b) extend the deadline for submitting offers.
Rejected will be the offers which:
a) are submitted after the stipulated deadline;
b) do not comply with the terms specified herein.

 

Publication date : 10.02.2010

Published by : Aleksandra Karpowicz
Author : Public Relations Office

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