Article archived. INVITATION TO AN OPEN WRITTEN PUBLIC TENDER TO PURCHASE SHARES

Transcription

1 Article archived. Invitation to public tender: Bielskie Zakłady Obuwia BEFADO, Wytwórnia Octu i Musztardy w Parczewie, Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych, Kórnickie Przedsiębiorstwo Rolno-Handlowe i Usługowe JAGROL, Gospodarstwo Rybackie w Starzawie Deadline for the submission of offers expires at 12:00: on 13 October 2010 for Bielskie Zakłady Obuwia BEFADO Sp. z o.o. in Bielsko-Biała, on 14 October 2010 for Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych Sp. z o.o. in Dubie and Gospodarstwo Rybackie w Starzawie Sp. z o.o. in Starzawa, on 15 October 2010 for Kórnickie Przedsiębiorstwo Rolno-Handlowe i Usługowe JAGROL Sp. z o.o. in Pierzchno, on 27 October 2010 for Wytwórnia Octu i Musztardy w Parczewie Sp. z o.o. in Parczew INVITATION TO AN OPEN WRITTEN PUBLIC TENDER TO PURCHASE SHARES The Minister of Treasury,. Krucza 36/Wspólna 6, Warszawa, hereinafter referred to as the Seller, acting on behalf of the Treasury, 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)hereinafter referred to as the Act, and pursuant to the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws of 2009 No. 34, item, item 264), hereby invites all interested parties to submit their offers in

2 an open written public tender, hereinafter referred to as the Tender, to purchase: 204,000 (say: two hundred and four thousand) shares, constituting 85% of the share capital of the Company: Bielskie Zakłady Obuwia BEFADO Sp. z o.o. with its registered office in Bielsko-Biała, 12,750 (say: twelve thousand seven hundred and fifty) shares, constituting 85% of the share capital of the Company: Wytwórnia Octu i Musztardy w Parczewie Sp. z o.o. with its registered office in Parczew, 16,722 (say: sixteen thousand seven hundred and twenty-two) shares, constituting 100% of the share capital of the Company: Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych Sp. z o.o. w Krakowie with its registered office in Dubie, 18,806 (say: eighteen thousand eight hundred and six) shares, constituting 100% of the share capital of the Company: Kórnickie Przedsiębiorstwo Rolno Handlowe i Usługowe JAGROL Sp. z o.o. with its registered office in Pierzchno, 65,781 (say: sixty five thousand seven hundred and eighty-one) shares, constituting 100% of the share capital of the Company: Gospodarstwo Rybackie w Starzawie Sp. z o.o. with its registered office in Starzawa, (hereinafter referred to as the Companies ). The tender shall be held separately for each Company. I. GENERAL INFORMATION The Tender will be held at the Seller s headquarters. Participation in the tender is open to national and foreign entities, as well as entities acting jointly. In order to participate in the Tender, the bidder is obliged to deposit (before expiry of the deadline specified in section IV, item 1, hereof) a bid security of: PLN 932, (say: nine hundred and thirty-two thousand three hundred and eighty-two PLN) - for the company Bielskie Zakłady Obuwia BEFADO Sp. z o.o. with its registered office in Bielsko-Biała, PLN 96, (say: ninety-six thousand two hundred and sixty-two PLN 50/100) - for the

3 company Wytwórnia Octu i Musztardy w Parczewie Sp. z o.o. registered office in Parczewie, PLN 112, (say: one hundred twelve thousand and four PLN) - for the company Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych Sp. z o.o. w Krakowie with its registered office in Dubie, PLN 695, (say: six hundred ninety-five thousand eight hundred and twenty-two PLN) - for the company Kórnickie Przedsiębiorstwo Rolno Handlowe i Usługowe JAGROL Sp. z o.o. with its registered office in Pierzchno, PLN 180, (say: one hundred and eighty thousand eight hundred and ninety-seven PLN 75/100) - for the company Gospodarstwo Rybackie w Starzawie Sp. z o.o. with its registered office in Starzawie, 4. by bank transfer 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. II. PLACE AND TIME LIMIT FOR INSPECTING TENDER DOCUMENTATION AND BECOMING ACQUAINTED WITH THE COMPANIES ENTERPRISE 1. The Company Memorandum, the sample Share Purchase Agreement and the Additional Information for Investors Participating in the Tender to Purchase Company Shares can be inspected by bidders (for a fee of PLN , separately for each Company, payable at the Cashier s Office, room 372, Division of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12:00 and 2:00 PM, or to the account of the Ministry of Treasury no held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw) from the first day following the day of publication of this Invitation till 4 October 2010, upon prior presentation of a copy from the Register of Entrepreneurs of the National Court Register/Certificate of Entry in the Register of Business Activity by authorized representatives or an Authorisation to collect documentation by persons not listed in the copy from the National Court Register/Certificate of Entry in the Register of Business Activity, or in the case of natural persons upon presenting a valid identification document, and upon signing a confidentiality document at the seat of the Seller between 2.00 PM, room Bidders will be able to acquaint themselves with the Company s enterprise on a day agreed with the Seller after submitting a request for carrying out an examination of the Company by 4 October Detailed terms and conditions of the purchase of the Company s shares along with the requirements concerning minimal investment commitments, commitments related to the

4 protection of employees interests and further commitments, along with the methods of ensuring that these commitments are met, are specified in this Invitation, in the Additional Information for Investors Participating in the Tender to Purchase the Company Shares and in the sample Share Purchase Agreement made available to bidders, all of which constitute an integral part hereof. 4. Only offers made by bidders who signed the Confidentiality Obligation and collected the Company Memorandum, the sample Share Purchase Agreement and the Additional Information for Investors Participating in the Tender to Purchase the Company s Shares will be considered. III. HOW TO PREPARE THE OFFER 1. Detailed information concerning the requirements for bidders as well as the detailed terms and conditions to be met by the offers to purchase the Company s shares may be obtained by 8 October All queries should be directed to the following address: Ministerstwo Skarbu Państwa Departament Nadzoru Właścicielskiego i Prywatyzacji IV ul. Krucza 36/Wspólna 6, Warszawa tel. (022) fax. (022) The deadline for submitting queries expires on 5 October The Seller reserves the right to request additional clarifications from bidders. IV. SUBMITTING THE OFFER AND TENDER PROCEDURE 1. PLACE, PROCEDURE, FORM AND TIME LIMIT FOR SUBMITTING OFFER Written offers to purchase the Company s shares must be submitted, against confirmation of receipt, in a closed envelope marked: "Tender, Company s business name. Company s address (being the subject of the offer), do not open and including also the identification details of the bidder, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, Warszawa, ul. Krucza 36/Wspólna 6, room 553, between PM. The final date for submitting offers is: on 13 October 2010 at for the following companies: - Bielskie Zakłady Obuwia BEFADO Sp. z o.o. with its registered office in Bielsko-Biała, - Wytwórnia Octu i Musztardy w Parczewie Sp. z o.o. with its registered office in Parczew*, on 14 October 2010 at for the following companies:

5 - Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych Sp. z o.o. w Krakowie with its registered office in Dubie, - Gospodarstwo Rybackie w Starzawie Sp. z o.o. with its registered office in Starzawa, 2. on 15 October 2010 at for the following companies: - Kórnickie Przedsiębiorstwo Rolno Handlowe i Usługowe JAGROL Sp. z o.o. with its registered office in Pierzchno, THE OPENING OF THE BIDS AND THE SELECTION OF THE WINNING BIDDER 1) The bids will be opened on a) 13 October 2010, at 1.00 PM, room no. 26, for the following companies: Bielskie Zakłady Obuwia BEFADO Sp. z o.o. with its registered office in Bielsko-Biała, Wytwórnia Octu i Musztardy w Parczewie Sp. z o.o. with its registered office in Parczew, b) 14 October 2010, at 1.00 PM, room no. 26, for the following companies: Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych Sp. z o.o. w Krakowie with its registered office in Dubie, Gospodarstwo Rybackie w Starzawie Sp. z o.o. with its registered office in Starzawa, c) on 15 October 2010 at 1.00 PM for the following companies: Kórnickie Przedsiębiorstwo Rolno Handlowe i Usługowe JAGROL Sp. z o.o. with its registered office in Pierzchno, 3. 2) The winning bidder will be determined by a committee within 30 working days following the expiry of the date for submitting offers. FORMAL REQUIREMENTS WHICH MUST BE MET FOR THE BIDS TO BE SUBJECTED TO MERIT-BASED EVALUATION 4. Bids 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 s Shares. MERIT-BASED CRITERIA SUBJECT TO EVALUATION AND SCORING 1) Merit-based criteria to be evaluated and their respective scoring are set forth in section I of the Additional Information for Investors Participating in the Tender to Purchase the Company s Shares (Bid Evaluation Sheet). 2) 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 III of the Additional Information for

6 Investors Participating in the Tender to Purchase the Company s Shares, referred to hereinabove. V. 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. VI. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS The bidders will be immediately notified of the tender results in writing, considering also the deadline mentioned in section IV. 2.2 of this Invitation. VII. 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. VIII. DATE OF CONCLUSION OF SHARE PURCHASE AGREEMENT The agreement to purchase the Company s 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 consent(s) were obtained. IX. COMPANIES WHOSE SHARES ARE THE SUBJECT OF THE TENDER Bielskie Zakłady Obuwia BEFADO Sp. z o.o. with its registered office in Bielsko-Biała, whose core business activities include the production of footwear and direct and retail sale of footwear, clothes and leather goods, ul. Sempołowskiej 51, Bielsko-Biała, tel. (33) , fax (33) Wytwórnia Octu i Musztardy w Parczewie Sp. z o.o. with its registered office in Parczew, whose core business activities include the production of seasonings,

7 ul. Tartaczna 1, Parczew, tel. (83) , fax (83) Przedsiębiorstwo Produkcji i Hodowli Ryb Słodkowodnych Sp. z o.o. w Krakowie with its registered office in Dubie, whose core business activities include the freshwater fish breeding, processing and marketing of fish and service activities related to construction of ponds, Rudawa, Dubie 21 tel./fax (12) Kórnickie Przedsiębiorstwo Rolno Handlowe i Usługowe JAGROL Sp. z o.o. with its registered office in Pierzchno, whose core business activities include agricultural crops combined with animal farming and breeding, Kórnik, Pierzchno 14, tel./fax (61) Gospodarstwo Rybackie w Starzawie Sp. z o.o. with its registered office in Starzawa, whose core business activities include freshwater fish breeding, ul. Starzawa Rybna 8, , tel./fax (16) / (017) X. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE OF BIELSKIE ZAKŁADY BEFADO Sp. z o.o. with its registered office in Bielsko-Biała: The share purchase offer should concern 204,000 (say: two hundred and four thousand) shares, constituting 85% of the share capital of the Company, of a nominal value of PLN (say: fifty zloty) each. The minimum price per one share shall be PLN (say: ninety-one PLN 41/100). XI. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE OF WYTWÓRNIA OCTU I MUSZTARDY W PARCZEWIE Sp. z o.o. with its registered office in Parczew: The share purchase offer should concern 12,750 (say: twelve thousand seven hundred and fifty) shares, constituting 85% of the share capital of the Company, of a nominal value of PLN (say: fifty PLN) each. The minimum price per one share shall be PLN (say: one hundred and fifty-one PLN).

8 XII. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE OF PRZEDSIĘBIORSTWO PRODUKCJI I HODOWLI RYB SŁODKOWODNYCH Sp. z o.o. w Krakowie with its registered office in Dubie: The share purchase offer should concern 16,722 (say: sixteen thousand seven hundred and twenty-two) shares, constituting 100% of the share capital of the Company, of a nominal value of PLN (say: five hundred PLN) each. The minimum price per one share shall be PLN (say: one hundred and thirty-three PLN 96/100 złotych). XIII. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE OF KÓRNICKIE PRZEDSIĘBIORSTWO ROLNO-HANDLOWE I USŁUGOWE JAGROL Sp. z o.o. with its registered office in Pierzchno: The share purchase offer should concern (say: eighteen thousand eight hundred and six) shares, constituting 100% of the share capital of the Company, of nominal value of PLN (say: five hundred PLN) each. The minimum price per one share shall be PLN (say: seven hundred and forty PLN). XIV. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR SINGLE SHARE OF GOSPODARSTWO RYBACKIE W STARZAWIE Sp. z o.o. with its registered office in Starzawa: The share purchase offer should concern (say: sixty-five thousand seven hundred and eighty-one) shares, constituting 100% of the share capital of the Company, of nominal value of PLN (say: one hundred PLN) each. The minimum price per one share shall be PLN (say: fifty-five PLN). The Seller shall have the right to: a) decide not to hold a tender without giving reasons, b) extend the deadline for submitting offers.

9 A bid may be rejected, if it: a) is submitted after the stipulated deadline, b) does not comply with the terms and conditions specified herein. Text of the announcement: Amendment to the Invitation to public tender announcement of 10 September 2010 * The deadline for submission of Potential Investors responses, which was initially scheduled on 13 October 2010 has been extended until 27 October 2010, 12:00 noon (Warsaw time). More information Published by: Marzena Feldy Author: Department of Ownership Supervision and Privatisation IV Last change: , Marzena Feldy Register of changes