Invitation to a public tender to purchase shares of Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock

Transcription

1 Article archived. Invitation to a public tender to purchase shares of Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock Deadline for the submission of offers expires on 29 August 2011 at 12:00 noon (Warsaw time). The Minister of Treasury OF THE REPUBLIC OF POLAND invites to a public tender for the acquisition of shares Minister of Treasury, ul. Krucza 36/Wspólna 6, Warsaw, acting on behalf of the Treasury, further referred to as "the Seller", pursuant to Art. 33(1) sub-paragraph 2 of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002 No. 171, item 1397, as amended), hereinafter referred to as the "Act" and pursuant to the Regulation of the Council of Ministers of 30 May 2011 on Detailed Procedure of Selling State Treasury Shares (Journal of Laws No. 114, item 664), hereinafter referred to as the "Regulation", invites all interested parties to place bids in a public tender hereinafter referred to as the "Tender" for the acquisition of shares of the following company: Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock address: ul. Chemików Płock (further referred to as the Company )

2 The Company's core business is the manufacture of aviation fuels, fuel and biofuel additives, plastic products and other chemical products, and scientific research for the oil-refining and petrochemical sectors, as well as environmental protection. The tender concerns 941,800 (say: nine hundred and forty one thousand eight hundred) ordinary registered shares of series A numbered from to A , of a nominal value of PLN 10 (say: ten) each, constituting 85% of the Company's share capital. The minimum selling price (starting price) for one share is PLN (say: fifty three), which amounts to PLN 49,915,400 (say: forty nine million nine hundred and fifteen thousand four hundred zlotys) for all shares sold. Pursuant to Article 36(1) of the Act, eligible employees are entitled to acquire free of charge up to 166,200 (say: one hundred and sixty-six thousand two hundred) shares constituting up to 15% of the Company s share capital. 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 a public tender in the event that the right of such eligible persons to acquire these shares free of charge expires. The Seller expects an assurance of minimum investment obligations related to the protection of employees' interests. Guarantee sums secured by Buyer's submission to the execution directly from the notary's deed, in accordance with Art. 777 of Civil Proceedings Code, or a blank bill of exchange, or bank sureties, or bank guarantee, or insurance guarantee will form security methods for the fulfilment of these obligations. All interested parties who visit the Ministry of Treasury, room 585 on working days between 11 am and 2 pm from the day following the day of publication of the notice until the day immediately preceding the deadline for submitting written offers for the shares of Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock (further also referred to as "Offers") and sign the "Confidentiality Obligation", will receive: "the Company Memorandum" containing information on the Company s legal, economic and financial standing, Detailed Terms and Conditions of Tender containing information on the requirements for the bidders and the detailed terms and conditions applying to offers to purchase the shares of Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock, as well as the Sample Share Purchase Agreement. The above documents will be released to the interested parties subject to production of a document confirming identity, a power of attorney to act on behalf of the interested party, as well as a transcript from the Register of Entrepreneurs of the National Court Register (in case of entrepreneurs entered into the Register of Entrepreneurs) or a certificate confirming registration in the Register of Business Activity (in case of natural persons conducting business activity), showing the persons authorised to represent the entity (the document must not be issued earlier than three

3 months prior to the date of its presentation). All documents submitted by foreign bidders must be translated into the Polish language 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), based on the laws of the state being party to the Convention, should also include 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 a signatory to the Convention, must be submitted after their prior legalisation. Legalisation or issuance of an Apostille is not required within the scope in which the bilateral or multilateral agreement signed by Poland waived or simplified the process of legalisation or waived the requirement to legalise documents in matters covered by the scope of these agreements. The fee for the Company Memorandum (PLN ) should be paid to the Cashier of the Ministry of Treasury, room 372, between 12:00 noon and 2:00 pm, or to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no , payment title: Company Memorandum of Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock". The person responsible for releasing the above documents is: Jan Przeniesławski, Ministry of Treasury, room 585, tel. (22) , jan.przenieslawski@msp.gov.pl In order to inspect the Seller s Company (at a time agreed with the Seller) the bidders must submit a relevant request by 1 August 2011, along with a statement from a bank or a savings and credit union where the bidder holds an account, confirming that the entity has financial resources equal to the amount of the bid security or has creditworthiness to that amount. Such information should be issued after The Minister of Treasury reserves the right to grant the right to conduct a due diligence on the Company to an entity which submitted the above mentioned request after 1 August In order to participate in the Tender, each bidder is obliged to pay a bid security by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no in the amount of: PLN 1,000,000 (say: one million) by the day of submission of the written offer for the acquisition of the Company's shares. A proof of payment of the bid security must be attached to the Offer.

4 The final date for submitting Offers for purchase of the Company share is 29 August 2011 at 12:00 noon (Warsaw time). Offers must be drawn up in Polish. Offers should be submitted in a single copy, in a sealed envelope, to the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6, the Front Office of the Department of Privatisation (room 501). The envelope should bear the inscription: Przetarg Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. z siedzibą w Płocku nie otwierać [Tender - Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock - do not open] and include the identification data of the bidder. Offers will be opened on 29 August 2011 at 2:00 pm at the Seller's registered office, (room 505, 5th floor). Submitted offer will be binding for the bidder until the bidder is notified of selecting another offer, however not longer than 180 days from the day of announcing the Tender. The sole substantial evaluation criterion will be the price offered for the shares. Bidders will be immediately advised of Tender results in writing. The Share Purchase Agreement will be concluded within 60 days from notifying the winning bidder that the bidder s offer has won. 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 share, 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. The share price will be transferred to the Seller's account before the conclusion of the share purchase agreement, or by check certified by the bank, however no later than within 60 days from the date of notification to the bidder of the choice or 60 days after written notice to the Seller by the bidder that the receipt of the decision of the President Office Competition and Consumer Protection on the absence of impediments to the intended merger of companies and/or decision of the Minister of Internal Affairs and Administration, authorising the acquisition of the share, in the case of the need for obtaining such a decision by the bidder. The Seller only accepts full payment for the stake of shares. In case of failure to meet the deadline for payment of the price for the shares sold by the bidder whose offer has been selected as the most advantageous, the bidder will pay interest for delay at the statutory rate. Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of the Company shares. Bid securities paid by the remaining bidders will be immediately refunded in accordance with the applicable law. Should the winning bidder avoid the Company Share Purchase Agreement, the security paid by such bidder will not be

5 refunded. Offers submitted after the deadline and those that do not meet the conditions specified in this notice or the Detailed Terms and Conditions of Tender containing information on the requirements for the bidders and the detailed terms and conditions applying to offers for the purchase of the shares of Ośrodek Badawczo-Rozwojowy Przemysłu Rafineryjnego S.A. with its registered office in Płock" will be rejected. The Seller may for convenience: close the Tender without awarding the winning Offer in the event of cancellation of the Tender, including due to failure to select any of the Offers submitted, and extend the deadline for submission of Offers. Published by: Anna Krzewska Author: Department of Privatisation Last change: Register of changes