Ministry of Treasury Invitation to negotiate with respect to purchasing the shares in Bydgoskie Zakłady Przemysłu Gumowego "STOMIL" S.A. with its registered office in Bydgoszcz - Announcements -

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Invitation to negotiate with respect to purchasing the shares in Bydgoskie Zakłady Przemysłu Gumowego "STOMIL" S.A. with its registered office in Bydgoszcz

The deadline for submitting written responses to the public invitation to negotiate with respect to buying the Company shares is 14 September 2016 at 4.00 p.m.

Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, acting in the name of the Treasury, according to Article 33 section 1 item 3 of the Act of August 30, 1996 on Commercialisation and Privatisation(i.e.  Journal of Laws of 2015, item 747 as amended), hereinafter referred to as the "Act" and pursuant to the Regulation of the Cabinet of May 30, 2011 on the Specific Way to Sell the Shares of the Treasury (Journal of Laws of 2011, no. 114, item 664 as amended), would like to invite all the parties interested to negotiate with respect to the purchase of:

  • 2,641,460 shares (say: two million six hundred forty one thousand four hundred sixty shares) with the face value of 6.71 PLN (say: six zlotys and 71/100) each, being 85% of the initial capital of the company operating under the business name of Bydgoskie Zakłady Przemysłu Gumowego "STOMIL" Spółka Akcyjna with its registered office in Bydgoszcz and address: ul. Toruńska 155,85-950 Bydgoszcz, entered in the Register of Entrepreneurs kept by the District Court in Bydgoszcz, XIII Commercial Division of the National Court Register as KRS no. 0000070851, hereinafter referred to as the "Company".

As at the date of this announcement, 100% shares of the Company are owned by the Treasury.

The core activity of the company comprises manufacture of a wide range of rubber products, including pressure hoses and tubes,, manufacture of plastic panels, sheets, pipes and profiles.

Entities interested in replying to the invitation to negotiate, hereinafter referred also to as Prospective Investors, may obtain  "Information Memorandum of the Company" for a fee, including information on the legal and economic-financial standing of the Company.  

For this purpose, you should:

  • contact the Ministry of Treasury, room 593 or 559 on business days from the date following the publication of this announcement to 13 September 2016 from 9.00 a.m. to 3.00 p.m.,
  • present the documents making it possible to identify the Prospective Buyer, i.e. the up-to-date (issued no earlier than 3 months before the submission) copy of an entry in the Register of Entrepreneurs of the National Court Register or another confirmation of the business activity carried out, as due for a given entity; the said documents should indicate the current representation of the Prospective Buyer; and if the interested party is an individual not being an entrepreneur, a copy of an identity document, possibly with a power of attorney,
  • and sign the "Confidentiality Obligation" by the agency of the duly authorised representatives of the interested parties.

Price for receiving the "Information Memorandum of the Company" shall be 100.00 PLN and shall be paid to the account of the Ministry of Treasury in NBP Branch in Warsaw no. 33 1010 1010 0025 1222 3100 0000 (the proof of payment shall be presented when collecting the memorandum).

Moreover, the Prospective Investors interested in submitting a response to the public invitation to negotiate will be offered free of charge the document called The Detailed Information on the Procedure to Sell the Shares of Bydgoskie Zakłady Przemysłu Gumowego "STOMIL” S.A., presenting the detailed structure of replying to the public invitation to negotiate.

The person responsible for providing the said documents is Ms Marta Kulik-Zawadzka, room 593, phone: 22 695 87 26; e-mail: marta.zawadzka@msp.gov.pl or Ms Katarzyna Krupa, room 559, phone: 22 695 88 64; e-mail: katarzyna.krupa@msp.gov.pl).

The subject of negotiations shall be primarily the price of the stake of Company's shares being sold. The subject of negotiations can also be the investment-related obligations, obligations related to the protection of the interests of the Company employees as well as other non-price liabilities and the security of their performance.

The response to the invitation to negotiate should be submitted to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, in the Secretary's Office of the Department of Ownership Transformation, room 501, phone: 22 6958722, fax: 22 6958818, in one copy, in a sealed envelope by hand or courier services. Please place the following on the envelope:

"Response to the public invitation to negotiate with respect to purchasing the shares of Bydgoskie Zakłady Przemysłu Gumowego "STOMIL" S.A. with its registered office in Bydgoszcz  – DO NOT OPEN" and the details enabling to identify the Prospective Buyer.

The deadline for submitting written responses to the public invitation to negotiate with respect to buying the Company shares is 14 September 2016 at 4.00 p.m.

The responses submitted later shall not be examined.

Prospective Buyers who submit a response to the public invitation to negotiate will be informed by the Minister of Treasury in writing by 14 October 2016 on the result of examining the responses submitted.

The Minister of Treasury allows solely for the single payment for the shares by a bank transfer to the account of the Ministry of Treasury before executing the agreement to sell the Company shares.

The response to the invitation to negotiate should be drafted in Polish, printed on A-4 sheets of paper with page numbers, with every page initialled and signed by people authorised to represent the Prospective Buyer. If the response is submitted by a consortium, it should be signed by authorised representatives of every consortium member or by the appointed plenipotentiary. Any copies of documents should be certified true by people authorised to represent the Prospective Buyer.
For bidders being foreign entities, the submitted documents in a foreign language should be translated into Polish by a sworn translation, with such documents as the copy of the entry from the register applicable for a given bidder and the power of attorney to act in the bidder's name should be certified true by the Polish Consulate/Embassy in the country of the Bidder for foreign entities. The above-mentioned certificate issued by such institutions can be replaced by an apostille clause.

Response to the public invitation to negotiate shall include the following material information and documents:

  1. Presentation of the Prospective Buyer (or co-buyers/Consortium):
    1. business name, registered office and address of the Prospective Buyer (or Buyers if in Consortium), or name and surname of the Prospective Buyer (for an individual not running business activity),
    2. valid copy of an entry in the Register of Entrepreneurs/Commercial Register, together with the Articles of Association or Memorandum of Association; for foreign entities, an extract (or its certified true copy) from the official register corresponding to the Polish National Court Register. The up-to-date extract/certificate shall be a document dated no more than 3 months before the deadline for submitting responses to the public invitation to negotiate; for the Prospective Buyer being an individual, those shall be notarised copies of both sides of the ID card, with personal details.
    3. names, positions, addresses and phone and fax numbers, as well as e-mail addresses of contact persons authorised to act in the name of the Prospective Buyer, including the document corroborating the right to represent the Prospective Buyer by these persons or the power of attorney to act in the Prospective Buyer's name,
    4. information on the ownership structure of the Prospective Buyer's company (or Buyers if in Consortium) and the specification of its shareholders and the parent company of the Prospective Buyers,
    5. information on any Buyer's affiliations with the foreign capital,
    6. information on the structure and areas of activity of the Prospective Buyer's company (or Buyers' companies if in consortium), including but not limited to the sector and activity in Poland,
    7. Up-to-date financial statement for the last fiscal year;
    8. a copy of the most recent annual financial statement together with the chartered auditor's opinion, if the Prospective Buyer is obliged to audit the financial statement pursuant to the applicable law, as well as the balance sheet, profit and loss account and cash flow statement for the last month of business activity, which they refer to or F-01 returns; for a Prospective Buyer being a natural person, a copy of PIT return initialled by the Prospective Buyer should be submitted;
    9. power of attorney in the obligatory form to represent the Consortium if the Consortium is represented by the appointed plenipotentiary,
    10. the statement of clean criminal record of natural persons and collective entities, pursuant to the Act of October 28, 2002 on the Liability of Collective Entities for Acts Prohibited under Penalty (Journal Journal of Laws of 2015, item 1212 as amended).
    11. representation of the Prospective Buyer (or Buyers if in Consortium) to the following effect:
  • they possess financial means to finance the transaction,
  • the financial means to finance the transaction of purchasing Company shares come from legitimate sources,
  • they are not in arrears with respect to taxes or a representation they obtained the exemption, deferment, division into installment of the overdue payments as specified by law or the suspension of the enforcement of the entire decision of the competent authority,
  • they are not in arrears with respect to charges or contributions for the social or health insurance or a representation they obtained the exemption, deferral, division into installment of the overdue payments as specified by law or the suspension of the enforcement of the entire decision of the competent authority,
  • they exercised the previous privatisation agreements and they are not a party to the court disputes related thereto,
  • they exercised the other agreements with the Treasury and they are not a party to the court disputes related thereto,
  • they are not subject to the liquidation proceedings and their bankruptcy was not announced, except for the entities that executed a composition arrangement approved by a final court decision after their bankruptcy was announced if the arrangement provides for satisfaction of the creditors by liquidating the bankrupt's assets,
  • is not entered in the Register of Insolvent Debtors,
  • is not entered in the Credit Information Bureau as an unreliable borrower.

Please note:
If the response to the public invitation to negotiate is submitted by several entities jointly, the information in section 1 - Presentation of the Prospective Buyer should be provided for every entity submitting the response jointly.
If the Prospective Buyer is a corporation (capital group) member or a subsidiary, they should present basic information on the corporation (group) activity.

  1. Declaration of buying 2,641,460 shares of the Company.
  2. Specification of the sources of finance to purchase the shares. The money to be used for that purpose should be derived from sources external vis-a-vis the Company, they can not be secured on the Company's assets (including the securities held by the Company).
  3. Price offered for one share (the price should be named in PLN, stating the explicit value, and not the value range, not encumbered with any conditions) as well as the value of the whole stake the Buyer is going to buy.
  4. Material assumptions affecting the offered price.
  5. Declaration of the Prospective Buyer with respect to the period when the shares of the Company purchased from the Treasury* cannot be sold.
  6. Investment plans for the nearest and further future (reorganisation, profile modification, Company development); the investment outlay* declared by the Prospective Buyer, obligation performance schedule and the assessment of their impact on the Company's activity.
  7. Sources of finance for the investment outlay, including the amount of the declared increase in the initial capital and the period when this increase is to take place. The money to be used for that purpose should be derived from sources external vis-a-vis the Company, they can not be secured on the Company's assets, including the securities held by the Company*.
  8. Basic assumptions of the employee benefits' package*.
  9. Method of securing performance of the declared obligations.
  10. A document confirming the Prospective Buyer's reliability and financial capacities, opinion of the bank or banks financing the Prospective Buyer or running their bank account, confirming the amount of the financial means possessed or the creditworthiness as at the date of its issue (no more than 3 months before the response submission deadline).
  11. Other issues important from the Prospective Buyer's perspective.
  12. Validity period of the response to the invitation to negotiate (not shorter than 180 days after the submission date).

Declarations named in sections 6, 7, 8, 9 and 10 cannot reduce the price of the Company shares.

*/ Obligations named in sections 6, 7, 8 and 9 are the so-called "non-price" obligations which the Prospective Buyer may oblige to fulfill in response to the public invitation to negotiate. If the Prospective Buyer declares the intent to fulfill the non-price obligations, The Minister of Treasury expects to have the method of securing the above-mentioned declared obligations indicated.

The Minister of Treasury reserves specifically the right to:

  1. demand additional information and explanation from Prospective Buyers who submit responses to the public invitation to negotiate,
  2. select one or more entities they will start negotiations with,
  3. withdraw from negotiations for no specified reason
  4. prolong the deadline when you can get acquainted with the Information Memorandum of the Company,
  5. prolong the deadline to submit responses to the invitation to negotiate,
  6. prolong the deadline for notifying of the result of examining the response to the public invitation to negotiate,
  7. amend the procedure and schedule of negotiations.

The Minister of Treasury shall not bear or reimburse the costs incurred by the Prospective Investors interested in purchasing shares in connection with submitting the response to the public invitation to negotiate, participating in the negotiations and executing the agreement to sell shares of the Company.

Medatdane

Published by: Piotr Krupa
Author: Andrzej Leszczyński
Last change: 17.08.2016 , 24.08.2016 Piotr Krupa
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