The final date for submitting offers expires on 01 April 2011 at 2 PM.

Transcription

1 Article archived. Invitation to a public tender to purchase shares of Białostockie Przedsiębiorstwo Instalacji Elektrycznych w Białymstoku Sp. z o.o. with registered office in Białystok The final date for submitting offers expires on 01 April 2011 at 2 PM. The Minister of Treasury of the Republic of Poland INVITATION TO PUBLIC TENDER FOR SHARES 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) and pursuant to the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Shares Held by the Treasury (Journal of Laws No. 34, item 264, as amended), the Minister of Treasury, with headquarters in Warsaw, ul. Krucza 36/Wspólna 6, Warszawa, hereinafter referred to as the Seller, acting on behalf of the Treasury, hereby invites all interested parties to submit their offers in a public tender, hereinafter referred to as the Tender, to purchase shares of the company: Białostockie Przedsiębiorstwo Instalacji Elektrycznych w Białymstoku Sp. z o.o. with registered office in Białystok (hereinafter referred to as the Company ) Shares not acquired by eligible employees may be sold by the Minister of Treasury to an investor selected through this public tender, provided that the right of such persons to acquire such shares expires.

2 I. GENERAL INFORMATION The Tender will be held at the Seller s headquarters. The Tender is open to national and foreign entities, as well as entities acting jointly. In order to participate in the Tender, each bidder is obliged to deposit (before expiry of the deadline specified in section V, item 1, hereof) a bid security of PLN 61, (say: sixty one thousand zloty) to the Seller s account held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no The Seller accepts only full payment for the shares, made by bank transfer to the Seller s account prior to signing the Share Purchase Agreement. II. PLACE, TIME LIMIT AND CONDITIONS OF INSPECTING COMPANY TENDER DOCUMENTATION In order to inspect the Company records held by the Seller, containing information on the Company s legal, economic and financial standing, the bidders must: 3. a) if the bidder is an entrepreneur present through its authorised representatives a Valid Transcript from the Register of Entrepreneurs of the National Court Register, a Certificate from the Register of Business Activity, or an Authorisation to collect the documentation by persons not entered in the National Court Register or not named in the Certificate from the Register of Business Activity, and if the interested party is a natural person who is not an entrepreneur present an identity document. b) Sign the Confidentiality Obligation at the Seller s headquarters through a duly authorised representative. Before participating in the Tender, each bidder is obliged to become familiar with the Company Memorandum and the Sample Share Purchase Agreement, which are an integral part of the offer. These documents may be purchased by the interested parties at the Seller s headquarters (room 514, between 10 AM and 4 PM) from the day following the day of publication of this Invitation until 31 March 201 The fee for the documents (PLN ) must be paid to the Cashier of the Section of Payroll of the Department of Budget and Finance of the Ministry of Treasury, room 372, between 12 noon and 2 PM, or to the account of the Ministry of Treasury held with NBP, Branch in Warsaw, account no.: Detailed information concerning the requirements for bidders, as well as the detailed terms and conditions to be met by offers for the Company shares is contained in the Additional Information for Investors Participating in the Tender to Purchase the Company Shares. III. DUE DILIGENCE Potential Investors will be able to conduct a limited due diligence of the Company from 07 March 2011 to 25 March 2011 at the Company headquarters. Detailed information on the scope and procedures of the due diligence may be received at the Seller s headquarters, room 514, between 10 AM and 4 PM, starting from the day following the day of publication of this Invitation until 24

3 March 201 IV. HOW TO PREPARE THE OFFER Detailed information concerning the requirements for bidders as well as the detailed terms and conditions to be met by offers for the Company shares may be obtained by 25 March 201 All queries should be directed to the following address: Ministerstwo Skarbu Państwa Departament Prywatyzacji ul. Krucza 36/Wspólna 6, Warszawa tel. (22) faks (22) and must be submitted by 18 March 201 The Seller reserves the right to request additional clarifications from bidders. V. SUBMITTING THE OFFER AND THE TENDER PROCEDURE Place, procedure, form and time limit for submitting offers Written offers to purchase the Company shares must be submitted personally, by registered mail or by courier (return receipt requested) in a closed envelope marked: "Przetarg Białostockie Przedsiębiorstwo Instalacji Elektrycznych w Białymstoku Sp. z o.o. nie otwierać (Tender Białostockie Przedsiębiorstwo Instalacji Elektrycznych w Białymstoku Sp. z o.o. Do not open), and including the identification details of the bidder, to the following address: Ministerstwo Skarbu Państwa, Departament Prywatyzacji, Warszawa, ul. Krucza 36/Wspólna 6, room 501, in the hours 8:15 AM 4:15 PM. The final date for submitting offers expires on 01 April 2011 at 2 PM. Formal requirements which must be met for the offers to be subjected to merit-based evaluation Considered will only be offers submitted by Potential Investors who signed the Confidentiality Statement and collected the documents referred to in section II item Offers must be made and submitted in accordance with the Seller s requirements for bidders, as set forth in this Invitation and in the Additional Information for Investors Participating in the Tender to Purchase the Company Shares. 3. Offers will be opened on 01 April 2011 at 3 PM at the Seller s headquarters (room 505). 4. The winning bidder will be determined by a committee within 30 working days following the expiry of the final date for submitting offers.

4 5. Merit-based criteria to be evaluated will be the price for the shares. 6. In the event that two or more bidders receive the same score, the winning bidder will be selected in accordance with the procedure set forth in section II item 6 of the Additional Information for Investors Participating in the Tender to Purchase the Company s Shares, referred to in section II item 3. VI. 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. VII. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS Bidders will be immediately notified of the Tender results in writing. VIII. RETURN OF BID SECURITY Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of the Company s 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 from concluding the agreement to purchase the Company s shares, then the security paid by such bidder will not be returned. IX. DATE OF CONCLUSION OF SHARE PURCHASE AGREEMENT The agreement to purchase the Company shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of the 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 the Company s 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 decision(s) were obtained. If the winning bidder fails to conclude the share purchase agreement, the Seller may select another offer (the best one) from among the remaining offers without conducting another evaluation of offers. X. COMPANY WHOSE SHARES ARE THE SUBJECT OF THE TENDER PROCEDURE Białostockie Przedsiębiorstwo Instalacji Elektrycznych w Białymstoku Sp. z o.o. Address: ul. Kombatantów 2, Białystok The core activity of the company is the provision of services in the execution of electrical systems

5 and the installation of electrical power and distribution equipment for road construction, residential construction, industrial and public utility purposes. XI. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR ONE SHARE Number of shares The share purchase offer should concern 11,900 (say: eleven thousand nine hundred) shares, of a nominal value of PLN 50 (say: fifty zloty) each, constituting 85% of the Company s share capital. Minimum price per one share The minimum price per one share shall be PLN 1089 (say: one hundred and two zloty 89/100). The Seller shall have the right to: a) decide not to hold a tender without giving reasons; b) extend the deadline for submitting offers. Rejected will be offers which: a) are submitted after the stipulated deadline; b) do not comply with the terms and conditions specified herein. Published by: Anna Krzewska Author: Department of Privatisation Last change: Register of changes