JP Weber Insight 1/2012. Newsletter for our customers, partners and press representatives. supporting decision makers
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1 JP Weber Insight 1/2012 for our customers, partners and press representatives Rynek 39/ Wroc³aw Phone +48 (71) Fax +48 (71) Aleje Jerozolimskie 65/ Warszawa Phone +48 (22) Fax +48 (22) Unter den Linden Berlin Phone +49 (30) Fax +49 (30) Disclaimer: Although this bulletin was composed with the greatest possible diligence, information contained in this publication should not be regarded as a substitute for detailed legal advice. We cannot accept any liability for consequences arising from the use of this publication without further, detailed legal counsel being sought.
2 Dear Ladies and Gentlemen, We are happy to present the next edition of our newsletter. This time, it is a new, extended version. We joined forces of JP Weber Advisory and JP Weber Investments to raise issues from the area of law, tax and accounting, as well as from the field of corporate finance and direct investments. In this issue, we are explaining of how to minimize the liability of investor in the contract for construction works and how you can recover VAT in respect of unpaid invoices. We have tried to summarize the last year in mergers and acquisitions and also provide perspective for M & A transactions in We are also presenting the reform of the support of renewable energy in Poland. Thank you for the trust you have put in JP Weber Advisory. We wish you a pleasant reading and we remain at your disposal as your trusted advisor. Yours faithfully, JP Weber Team In this issue 3 4 Law Securing the Investor's Rights in a Construction Works Contract Minimizing Joint and Several Liability. Tax / Accounting Possible VAT Refund Due to Outstanding Invoices 5 6 Corporate Finance A Summary of the Merger and Acquisition Market in 2011; An Outlook for 2012 Direct Investments / Renewable Energy Sources Reform of Poland's Renewable Energy Support System 1
3 JP Weber Inside At the beginning of 2012, JP Weber has acquired Economic Consulting Agency Accord Next sp. z o.o., operating on a Polish market for more than 20 years in the area of economic consulting. The company s key specialties are privatization advisory for small and medium enterprises and support for enterprises to solve organizational and economic problems. As a long-term privatization advisor, Accord Next is a partner 1 to Ministry of Treasury. The main activity of the new entity under the brand of JP Weber Accord Next Ltd. will be to support public-sector customers, which is also one of the priority areas in the JP Weber group strategy for coming years. Hereby, we are presenting our new team members who are simultaneously JP Weber Group s new managing partners. Dr. Edward Joñczak Partner JP Weber The author of 50 scientific publications in accounting, finance and information technology. Participant in 60 privatization projects, out of which in 45 as methodological director Senior Lecturer at the University of Economics in Wroclaw Head of Accounting division at the Wroclaw School of Banking Dr. Jerzy Moñka Partner JP Weber The author of 50 scientific publications, mostly in the field of accounting Assistant to Professor in the Department of Accounting and Controlling at the University of Economics in Wroclaw Participant of the Mass Privatization Program For several years he has been working with implementation of controlling in the enterprises and restructuring processes Agnieszka Zaj¹czkowska Partner JP Weber Specialist in legal, economic and financial analysis, and company valuation Head of consulting projects, including those for the Ministry of Treasury Participant of the Mass Privatisation Programme Co-author of the prospectus 2
4 Law & Tax, Accounting Law Securing the Investor's Rights in a Construction Works Contract Minimizing Joint and Several Liability. The construction works contract finds wide application in Polish business transactions. Construction project investors' lack of specialist knowledge may result in long-lasting litigation, or - in the darkest scenario - an obligation to double-pay the agreed fee. The goal of this article is to identify legal security possibilities for investors against the significant risk stemming from the contents of article 6471 of the civil code (investor's and contractor's joint and several liability). The party contracting the subcontractors as well as the investor and the contractor bear joint and several liability for payment of the fee for the construction works conducted by the subcontractor. The investor's joint and several liability is conditional upon their consent, which according to art. 60 of the civil code, may be expressed by any behaviour which sufficiently displays it, with the proviso that a lack of reaction on the part of the investor over the term of 14 days from presenting the contract is tantamount to its acceptance. According to the seven-strong Supreme Court panel's resolution of , (case no. III CZP 6/08) consent expressed impliedly by the investor must concern a particular contract of particular content, concluded with an individual entity and containing all significant stipulations, ones that determine remuneration in particular. Therefore, if the general rules of interpretation of the law concerning declarations of will allow one to state that the investor has expressed consent to a particular contract (its draft), which their scope of joint and several liability transpires from, then this circumstance is sufficient to deem this consent effective. A contrario, a lack of the investor's consent results in a lack of joint and several liability. From the investor's viewpoint, the key issue is securing their legal standing in a construction works contract. One of the commonly applied solutions is making payment of the fee (in its entirety or a major part) to the main contractor (depending on the solution assumed) conditional upon their presenting evidence of settling their current accounts with the subcontractors together with the subcontractors' declarations of no claims against the investor. The investor may also acquire authorization for payment of remuneration directly to the benefit of the subcontractors, amounting to the sum they are entitled to, on the grounds of the attached invoices, by way of remittance. Another solution entails the investor's signing on their own a contract with all partial contractors and delegating the responsibility for coordinating the works to the contractor which in practice means exclusion of the risk of joint and several liability. An increasingly frequent practice of securing the investor's interests involves appointing the so-called substitute investor usually a special purpose vehicle or an external entity which takes over the investor's duties. The scope of the investor's security in a construction works contract depends to a high degree on the other party's concessions. However, it should be pointed out that effective inclusion of one of the aforementioned solutions in contracts may greatly minimize the risk of double payment for the works delivered. Tomasz Walkiewicz Associate Manager Tel.: +48 (22) t.walkiewicz@jpweber.com 3
5 Law & Tax, Accounting Tax / Accounting Possible VAT Refund Due to Outstanding Invoices Overdue payment for delivery of goods or services results in negative consequences for businesses, including transferring the financial burden related to VAT tax from the buyer to the seller, as in case of non-payment, the seller is obligated to finance the output tax from their own resources. In such cases, the regulations included in the VAT tax Act make it possible to take advantage of the so-called bad debt relief, entitling entrepreneurs to apply a correction to the output tax, which stems from any sales invoices unpaid by the contracting party. The proceedings may apply to liabilities which have not been settled in 180 days from the payment date (specified in the agreement or on the invoice) if not more than 2 years have passed since the date invoice issue, counting from the end of the calendar year in which the invoice was issued. The regulations apply exclusively to registered VAT payers, and are therefore exercised only in professional trade. Reclaiming output tax requires a correction of the amount of output tax in the entrepreneur s current VAT statement by the amount of the output tax resulting from the unpaid invoices, but it is conditional upon prior meeting the circumstances stated by the law. Before that, the taxpayer must notify the debtor of their intention to correct the amount of output tax. In case the debtor does not settle the outstanding amount in 14 days upon reception of such a notice, one may correct the tax amount by notifying the competent tax office and the debtor themselves. If the correction is carried out, the debtor is obligated to decrease the amount of the input VAT tax related to the unpaid invoices. It is worth adding that settlement of the overdue amount by the debtor after the correction is made will result in the creditor's obligation to increase the output tax in their VAT settlement for the period in which the overdue amount was settled. The proceedings related to output tax correction may therefore be an efficient tool used to stimulate debtors to settle overdue invoices, while improving businesses' cash flow. In order to take advantage of such a possibility in a legally effective way, it is recommended however that one act with strict adherence to the law, observing any specified deadlines and formal requirements. If you are interested in support in exercising your right to correct output tax due to overdue invoices, our tax advisory team remains at your disposal. Tomasz Gawron Tax Adviser Tel: +48 (71) t.gawron@jpweber.com 4
6 Corporate Finance and Direct Investments Corporate Finance A Summary of the Merger and Acquisition Market in 2011; An Outlook for 2012 The Polish market, considered to be one of the most dynamic ones in the region, abounded with merger and acquisition transactions in In the year 2011 DealWatch recorded around 570 mergers and acquisitions, while the value of the market amounted to an estimated PLN 50 billion. The total value of transactions increased by 12% compared to the previous year. This considerable growth in the Polish M&A market's value was related notably to Zygmunt Solorz- ak's takeover of Polkomtel. The value of the sales transaction of the Plus mobile network operator amounted to EUR 4.2 billion. Particular sectors share in M&A transactions in Poland (in terms of transaction value) Real estate Consumer goods Telecommunications New technologies Health and pharmaceutics The media Industry Finance Energy 25% 20% 15% 10% 5% Already in the first half year of 2011, the Polish M&A market saw a 59% growth in value and a 15% rise in the number of cross-border transactions as against the first half year of The value and the number of domestic acquisitions and mergers amounted to only 9% and 3% respectively. Cross-border transactions constituted 52% of all transactions' value in the first half of The merger and acquisition market s third quarter may be exemplified by the technology sector, where the increase in the value of private equity (PE) transactions was the principal source of an overall increase in the value of mergers and acquisitions. The value of PE transactions in the third quarter of 2011 rose by 82% in comparison to the second quarter and by 86% as against 2010, amounting to USD 14.6 billion. The end of the year was by far a poorer time for the entire M&A market. In the fourth quarter, the number of merger and acquisition transactions in Poland decreased by 39% as compared to the analogous period of 2010, while the value of transactions in the same time dropped by 75%.One of the key industries for the Polish M&A market was the energy sector. The total value of transactions in the Polish energy sector in 2011 was an estimated PLN 11.5 billion. source: BZ WBK bank, "M&A Market. Structure, Changeability, Acquisition Premiums report of 2011 Polish energy sector's biggest transaction in 2011 was Tauron Polska Energia s acquisition of 99.98% shares in Górnośl¹ski Zak³ad Elektroenergetyczy (GZE) from Vattenfall AB conglomerate the transaction value exceeded PLN 3.6 billion, Vattenfall thus becoming the market's key seller. Another substantial transaction was a privatization acquisition scheme which resulted in Dalkia Polska S.A.'s buying 85% shares in SPEC S.A. from the Capital City of Warsaw. The price paid was PLN 1.4 billion. The renewable energy sector's notable transaction was the PLN 390 million sales of the Wind Farms in êki Dukielskie, Bukowska and Rymanów by Martifer Renewables SGPS S.A. Inter IKEA Systems BV was the buyer. CEZ's acquisition of a 67% controlling interest in Eco-Wind Construction caused some stir as well. The value of the transaction has not been disclosed, however Eco-Wind Construction was worth an estimated PLN 250 million, according to unofficial sources. 0% 5
7 Corporate Finance and Direct Investments Outlook for 2012 The 2011 transactions constitute a good signal also for 2012, even though it is likely that the scale and value of transactions will be smaller. There is still a large group of private equity funds which on the one hand posess accumulated capital and seek investment opportunities, but will also look for a chance to withdraw from part of their earlier investments. Poland, as regards most sectors, is a fragmented market, so consolidation activities are not unlikely. Disposing of non-core assets may become a stimulus for investors to make consolidation decisions. The initial public offering market may see an increased activity. In all likelihood, the market will open to new projects, both domestic and foreign. Ministry of Treasury also plans to gradually launch privatization schemes, particularly in the energy sector companies, through sales to an investor or as public offers on the Warsaw Stock Exchange. Marek Doniec Project Manager Tel: +48 (71) m.doniec@jpweber.com Direct Investments / Renewable Energy Sources Reform of Poland's Renewable Energy Support System In the second half of December 2011, Ministry of Economy published the long-awaited draft of the renewable sources of energy Act, which is expected to regulate, in the long term, issues related to support for renewable sources of energy as well as implement directive 2009/28/WE on promoting use of energy from renewable sources. The intention behind the draft is to maintain the fundamental premise of the support system, which is based on a system of certificates of origin for electric energy generated in RSE's, where "the liable entities" (energy companies producing or trading electric energy and selling it to end users; end users memebers of Polish Power Exchange as well as brokerage houses) are obligated to acquire certifications of origin and present them for the President's of Energy Regulatory Office redemption as a quantitative share constituting a proportion, defined by the law, of the total annual sales of electric energy to end users (10.4% for 2011). In case the required number of certificates of origin is not submitted, the liable entity must pay a substitute fee ( PLN/MWH for 2012). Despite maintaining the substitute fee and certificate system, the draft act involves a number of fairly signifi- 6
8 Corporate Finance and Direct Investments cant changes, which have been met with scathing criticism by represetatives of the industry, experts, environmental organizations, banks and other entities investing in RSE's as well as investors' organizations. The list below contains some of the most important proposals included in the draft act and explains how they relate to the regulations currently in force. The most frequent misgivings voiced about the new draft concerned doing away with the obligation to buy energy from RSE's at a fixed price as well as the proposal regarding establishment of the multiplier system and the amount of the substitute fee. Many comments were made and alterations suggested over the course of social consultations of the draft act, due to which at the beginning of March Deputy Minister of Economy announced that the draft act would be considerably remoulded to allow for the most important demands. According to the recent unofficial information, the changed draft will maintain the obligation to buy electric energy from RSE's at fixed prices and keep the previous substitute fee calculation system. As far as the corrective coefficients are concerned, it is expected that the coefficient value for biomass co-combustion will decrease. Another version of the draft act is planned for the beginning of the second quarter of 2012, while the new regulations should not potentially enter into effect before ukasz Czajkowski Project Manager Tel: +48 (71) l.czajkowski@jpweber.co The system's operational basis Support period for RSE's installations The price of a green certificate Parity in acquisition of certificates Current system Certificates and the substitute fee Till 2017 Calculated based on the substitute fee. The amount of the fee in 2012: PLN / MWh 1 MWh produced = 1 green certificate (all sources of RSE's) Draft act Certificates and the substitute fee 15 years from putting an installation into operation Calculated based on the amount of the substitute fee and the average price of electric energy in the previous year 1 MWh produced = 1 green certificate x corrective coefficient for a source of RSE Corrective coefficient updates The amount of the substitute fee n/a PLN / MWh Every 3 years, in the form of a directive (but the multiplier in effect at the time of putting an installation into use is applied over the entire period of its operation) At the time of intruduction: PLN/MWh minus previous year's bulk market average price of electric energy Indexation of the substitute fee Network operators obligated to connect to RSE's Energy sellers obligated to buy energy from RSE's Annual, based on the inflation index YES YES, at previous year's average bulk market price of electric energy Annual, based on the inflation index YES NO 7
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