Invitation to participate in an auction regarding the purchase of the shares of Regionalne Laboratorium Oceny Mleka Sp. z o.o.

Transcription

1 Article archived. Invitation to participate in an auction regarding the purchase of the shares of Regionalne Laboratorium Oceny Mleka Sp. z o.o. seated in Tarnów Deadline to submit written offers expires on Auction will commence on at PM. The Minister of Treasury invites to participate in an auction regarding the purchase of the shares of Regionalne Laboratorium Oceny Mleka Sp. z o.o. seated in Tarnów The Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: Warszawa, acting on behalf of the State Treasury, pursuant to Article 31a in conjunction with Article 33(1)(5) of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws 2002 No. 171, item 1397, as amended), hereinafter referred to as the Act and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure for Disposal of State Treasury-owned Shares (Journal of Laws No. 34, item 264) invites all interested parties to participate in an auction regarding the purchase of 590 shares for one buyer, constituting % of the share capital of the company operating under the business name of Regionalne Laboratorium Oceny Mleka Sp. z o.o. seated in Tarnów at the following address: ul. Braci Saków 1, Tarnów, hereinafter referred to as the Company. The upset price for the block of 590 shares is PLN 312, The upset price per one share is PLN The minimum bid increment for the entire block of 590 shares is set at PLN 2, (in words: two thousand zloty). When no participant is willing to bid further, subsequent highest price announcements will be made at 3-minute intervals.

2 The object of Company s activity is the provision of laboratory services in the scope of testing and analysis of milk. The Share Purchase Agreement shall be concluded with the bidder who has offered the highest price, within up to 5 working days from the date of payment of the full amount equal to the sale price of the shares, reduced by the amount of bid security, by a bank transfer to the Ministry of Treasury account No , held with the National Bank of Poland, Regional Branch in Warsaw. The payment shall be made in full within 7 working days from the date the highest bidder is announced. When the purchase of shares requires: a decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of objections to the entrepreneurs merger intention; the consent of the Minister responsible for Internal Affairs - the payment shall be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury. The Share Purchase Agreement shall be concluded upon confirmation of the payment of the price for the shares at the organisational cell of the Ministry of Treasury responsible for budget and finances. The agreement shall be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, Warszawa. The adjudication to the highest bidder shall occur at the moment of concluding the share purchase agreement regarding the shares of the Company. Bid security in an amount of PLN 31, (in words: thirty one thousand two hundred and twenty-two zloty, eighty groszy), which corresponds to 10% of the upset price of the block of shares, shall be paid by bank transfer to the Ministry of Treasury account No , held with Bank Gospodarstwa Krajowego S.A. I/O Warszawa, by 20 July Bid security shall not be returned in the case the highest bidder refuses to conclude the agreement, and in the case the bidder decides not to participate in the auction after the deadline for submitting applications.

3 Entities interested in purchasing the shares of the above mentioned Company through a publicly announced auction may obtain, against payment, the Company s Information Memorandum. For this purpose the entity should: approach the Ministry of Treasury, room No. 565, on any working day in the period from 07 July 2009 to 20 July 2009, between 12:00 and 14:00 hours, present a transcript from the Register of Entrepreneurs of the National Court Register/Certificate of entry in the register of business activity specifying the current representation of the entity (with the date of issue not earlier than three months prior to the document presentation date), sign the document entitled Confidentiality Statement by its duly authorized representatives. The Company s Information Memorandum contains information about the Company s legal, economic and financial situation. The Company s Information Memorandum price is PLN 100 payable at the cash desk in room No. 372, the Section of General Accounting and Reporting of the Department of Budget and Finances of the Ministry of Treasury between 12:00 and 14:00 hours or to the Ministry of Treasury bank account No held at Bank Gospodarstwa Krajowego I O/O Warszawa. To avoid any doubts the Minister of Treasury hereby declares that the Company s Information Memorandum shall be handed over after signing the document Confidentiality Statement. The person responsible for handing over the above-mentioned documents shall be Mr Łukasz Stackiewicz, room 565, tel. (022) Each applications for the participation in the auction shall be made in the Polish language and shall contain: 1. name, surname and address or business name (firm) and the seat of the entity interested in participating in the auction; 2. address for correspondence; 3. attached proof of bid security payment, along with an indication of the bank account, to which the bid security should be returned; 4. in the case the entity interested in the participation in the auction is a natural person: a) photocopy of ID document, confirmed to be a true copy of the original by the notary public, b) when the natural person conducts business activity a valid certificate of entry in the Register of Business Activity, if separate provisions of law require such entry in the Register of Business Activity, to be submitted in original or as a certified copy confirmed to be a true copy of the original by the notary public, c) information on the method of financing of the share purchase transaction; 5. in the case the entity interested in the participation in the auction is a legal person: a) valid transcript from the relevant register, b) details of person(s) entitled to participate in the auction along with the power of attorney,

4 c) details of person(s) entitled to represent the entity for the purpose of signing the agreement in the case such person is other than the person specified in subsection b), along with the power of attorney, prepared in the form required to carry out such action; d) information on the method of financing of the share purchase transaction; 6. declaration that the entity interested in the participation in the auction: a) is not in arrears of tax payments, or a declaration that the entity obtained, in accordance with the law, an exemption, deferral, division of outstanding amounts into instalments or suspension in full of the execution of the decision of the relevant authority, b) is not in arrears of social or health insurance premium payments, or a declaration that the entity obtained, in accordance with the law, an exemption, deferral, division of outstanding amounts into instalments or suspension in full of the execution of the decision of the relevant authority, c) performed all privatisation agreements concluded so far by the entity and that the entity is not a party to any court disputes in this regard, d) performed all other agreements concluded so far with the State Treasury and that the entity is not a party to any court disputes in this regard, e) is not a subject of liquidation proceedings and is not declared bankrupt, apart from entities which upon the declaration of bankruptcy made an arrangement approved under a valid court decision, provided that such 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 Office as an unreliable borrower. In the case the entity interested in the participation in the auction is a foreign entity, documents submitted in a foreign language shall be translated into the Polish language by a sworn translator. Such documents as a transcript from the relevant register, a power of attorney to act on behalf of the entity interested in the participation in the auction shall be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity interested in the participation in the auction has its registered office, unless specified otherwise by applicable law provisions. Applications for the participation in the auction shall be submitted in one copy in a sealed envelope to the Ministry of Treasury, Warszawa, ul. Krucza 36/Wspólna 6, at the front office of the Ministry of Treasury, or at the secretary s office of the Department of State-owned Real Property and Minority Stakes, room 447, on working days, during office hours, i.e. between 8:15 and 16:15 by 20 July A respective inscription shall be placed on the envelope: Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Regionalne Laboratorium Oceny Mleka Sp. z o.o. z siedzibą w Tarnowie Nie otwierać (Application for the participation in the auction regarding the purchase of the shares of Regionalne

5 Laboratorium Oceny Mleka Sp. z o.o. seated in Tarnów Do not open) Applications for the participation in the auction shall not be accepted if submitted without the above inscription or after the above-indicated deadline. The auction will commence on 27 July 2009, at 12:00 hours, in room No. 116 at the Ministry of Treasury, ul. Krucza 36/Wspólna 6 in Warsaw. The invitation to participate in the auction and the terms and conditions of the auction are subject to change or cancellation by the Minister of Treasury. Text attachments Sales agreement-regionalne Laboratorium Oceny Mleka Sp. z o. o. seated in Tarnów (pdf, KB) Published by: Katarzyna Szulc Author: Department of State Real Property and Minority Stakes Last change: Register of changes