Invitation to participate in the auction concerning the purchase of the shares of Międzynarodowe Targi Katowickie Sp. z o. o. seated in Katowice

Transcription

1 Article archived. Invitation to participate in the auction concerning the purchase of the shares of Międzynarodowe Targi Katowickie Sp. z o. o. seated in Katowice Auction applications should be submitted by 18 September The auction will be held on 21 September 2012 at 12:00. The Minister of Treasury invites to participate in a public auction conducted in an oral form concerning the purchase of shares of company MIĘDZYNARODOWE TARGI KATOWICKIE Spółka z ograniczoną odpowiedzialnością having its registered office in Katowice Privatisation Plan for the years The Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: Warsaw, acting on behalf of the Treasury, pursuant to Article 70 ¹ of the Act of 23 April 1964 Civil Code (Journal of Laws , as amended), pursuant to Article 33 section 5 point 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" invites all interested parties to participate in an auction concerning the purchase of shares in the number of 28 for one buyer (a single buyer will also mean "a consortium" consisting of two or more entities), of a nominal value of PLN each, representing 14 % of share capital of a company under the name of Międzynarodowe Targi Katowickie Sp. z o.o. having its registered office in Katowice (further referred to as the "Shares") and address: ul. Bytkowska 1b, Katowice, registered under KRS no , of Tax

2 Identification No , further referred to as the "Company". The Company's activities are related to the organization of trade fairs, exhibitions, and conferences, as well as publishing, printing, rental and servicing of real estates. The starting price for the stake of 28 Shares is PLN 7,000 (say: seven thousand zloty). The starting price for one Share is PLN 250 (say: two hundred fifty zloty). The minimum bid increment for the entire stake of 28 Shares amounts to PLN (say: seventy zloty). Bid increments will be placed orally. If no further bids are placed by the bidders, subsequent calls of the highest bid will be made not later than every one minute. Under the Company's deed, the sale of the stake of shares requires authorization of to the Shareholders' Meeting of the Company granted in the form of a resolution. The above limitation is stipulated in 8 of the Company's deed: Sale and pledge of shares requires resolution of the Shareholders' Meeting adopted with a 2/3 majority. In the resolution authorizing the sale of shares, the Shareholder's Meeting may indicate the buyer. Authorization to sell or pledge the shares undertaken on the basis of the resolution will be issued by the Shareholders' Meeting in writing. Any shareholder who intends to sell its shares in whole or in part should declare their intention to the Management Board at least 30 days before the Shareholders' Meeting. Sale or pledge of shares will be made in writing signed by notary public. The highest bidder will be obliged to acquire the shares under the terms and conditions set out in the Share Purchase Agreement made available at the website of the Public Information Bulletin of the Ministry of Treasury and at the website of the Ministry of Treasury, further referred to as the "Share Purchase Agreement". Parties interested in purchasing the Company's Shares through a public oral auction should address any questions to Ms. Renata Orlik, room 591, phone: Auction applications should be made in the Polish language and should contain: 1. name, surname and address or name and registered office of the entity interested in participating in theauction; 2. REGON number; 3. tax identification number (NIP);

3 4. ; 5. address for correspondence; 6. telephone number; 7. fax number; 8. attached proof of payment of the bid security, indicating the bank account number to which the bid security should be refunded; 9. attached draft share purchase agreement, whose content was made available at the website of the Public Information Bulletin of the Minister of Treasury, or at the website of the Ministry of Treasury, initialled by persons duly authorised to represent the entity interested in participating in the auction upon signing the share purchase agreement; 10. If the entity interested in participating in the auction is a natural person: a) a photocopy of identity document confirming identity of such a person, certified by a notary to be a true copy of the original, b) a duly prepared power of attorney where a natural person is represented by another natural person or entity executed in a form provided for the performance of this act, c) if the natural person is engaged in a business activity a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original, transcript or as a certified copy made by a notary public, d) information on the method of financing the Share purchase transaction; 11. if the entity interested in participation in the auction is a legal person: a) a valid transcript from the relevant register, b) details of the person(s) entitled to participate in the auction, along with a power of attorney, c) details of the person(s) entitled to sign the agreement on behalf of the entity, along with duly executed power of attorney, in the event that he/she is not the person named in point 11(b), along with a power of attorney executed in a form provided for the performance of this act, d) information on the method of financing the Share purchase transaction; 12. declaration that the entity interested in participation in the auction: a) is not in default with payment of any taxes, or a declaration that the entity obtained, provided by law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority, b) is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, provided by law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority, c) is not in breach of any other privatisation agreements and that the entity is not party to any court disputes in this regard, d) is not in breach of any other agreements concluded with the Treasury, and that the entity is not party to any court disputes in this regard,

4 e) is not subject to liquidation proceedings nor was adjudged bankrupt, apart from entities which upon declaration of bankruptcy made an arrangement approved under a valid court decision, provided that such an arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity, f) is not entered in the Register of Insolvent Debtors, g) is not registered in the Credit Information Bureau as an unreliable borrower. The documents specified in the invitation must be submitted in writing as original documents or copies certified by a notary to be true copies of the original. Documents written in a foreign language must be submitted together with their translations into the Polish language, made 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. Auction applications should be submitted in writing in a single copy, in a sealed envelope, to the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury, or the front office of the Department of Privatisation, room 502, on working days, during office hours, i.e. 8:15 am 4:15 pm, by 18 September The envelope should be marked as follows: Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia udziałów spółki Międzynarodowe Targi Katowickie Sp. z o.o. Nie otwierać Zgłoszenie przekazać do sekretariatu Departamentu Prywatyzacji w Ministerstwie Skarbu Państwa [Auction application for the purchase of shares of Międzynarodowe Targi Katowickie Sp. z o.o. Do not open. Application should be filed at the secretariat of the Department of Privatisation at the Ministry of Treasury]

5 The auction application will not be accepted in the absence of the above mentioned note or the name, surname and address or (company) name and registered office of the entity interested in participation in the public auction, or lack of address for correspondence, or in the case of failure to meet the deadline for filing applications or failure to observe the deadline for depositing a bid security. Failure to attach a proof of payment of the bid security or the initialled draft agreement referred to in sections 8 and 9 of the application for participation in the auction will result in rejecting the application. The auction will be held on 21 September 2012 at 12:00 noon, room 116 in the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6. The auction invitation and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury. A bid security of PLN (say: seven hundred zloty), which corresponds to approximately 10% of the starting price of Shares, should be paid by bank transfer to the account of the Ministry of Treasury held by Bank Gospodarstwa Krajowego Branch No. 1 in Warsaw, account no by 18 September The bid security will not be refunded in the event that the highest bidder refuses to sign the Share Purchase Agreement and when it decides not to participate in the auction after the expiry of the deadline for submission of applications. The bid security will also be not refunded if the entity authorised to participate in the auction fails to attend the oral auction and none of the participants present at the auction offers the starting price. The Share Purchase Agreement will be concluded with the highest bidder, following the receipt of authorization stipulated in 8 of the Company's deed, within up to 7 days from the date of payment of the full purchase price for the Shares (less the bid security paid) by a bank transfer to the account of the Ministry of Treasury, account no , held with the National Bank of Poland, Branch in Warsaw. Payment of the total price of the Shares will be made by payment of the amount equal to the total price of the Shares within 2 (two) weeks from the receipt of authorization stipulated in 8 of the Company's deed. In the event that the purchase of Shares requires: 1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on

6 no impediments to the intended concentration of companies; 2. the consent of the Minister of Interior, the highest bidder should immediately, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such case the payment must be made in full within 2 (two) weeks from the day of submitting the above mentioned decisions to the Minister of Treasury. Payment of the total price of the Shares may also be made by payment of the amount equal to the starting price of the Shares reduced by the paid bid security within 2 (two) weeks from the announcement of the winning bidder, and the payment of the amount constituting the difference between the starting price of the Shares and the total price of the Shares shall be made within 1 (one) month from the day of payment of the amount equal to the starting price of the Shares. In such case the time limit for concluding the Share Purchase Agreement starts on payment date of the amount constituting the difference between the starting and the final price for the Shares. The Share Purchase Agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, Warsaw, after full payment for the Shares has been confirmed by the organizational unit at the Ministry of Treasury competent for budget and finance matters. The winning bid will take place upon signing the Share Purchase Agreement, with the content set out in the draft share purchase agreement made available at the website of the Public Information Bulletin of the Minister of Treasury, and at the website of the Ministry of Treasury. Text attachments The share purchase agreement - MIĘDZYNARODOWE TARGI KATOWICKIE Sp. z o.o. (pdf, KB) Published by: Marta Gorecka Author: Department of Privatisation Last change: Register of changes