The Minister of Treasury
hereby invites to a public oral auction
to purchase the shares of the companies:
I. Huta Pokój Spółka Akcyjna with registered office in Ruda Śląska
II. Centrala Zaopatrzenia Górnictwa Spółka Akcyjna with registered office in Katowice
III. Zakłady Naprawcze Taboru Kolejowego w Oleśnicy Spółka Akcyjna with registered office in Oleśnica
IV. Przedsiębiorstwo Robót Zmechanizowanych “BUDOSTAL-8” Spółka Akcyjna registered office in Kraków
The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, in conjunction with Article 33(1)(5) 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 the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to participate in an auction to purchase:
I.
1,179,253 ordinary bearer shares of series A for one buyer, of a nominal value of PLN 2.88 each, constituting 25.50% of the share capital of the company Huta Pokój S.A. with registered office in Ruda Śląska (hereinafter referred to as “Shares”), address: ul. Niedurnego 79, 41-709 Ruda Śląska, registered under KRS number 0000106428, Vat reg. no. (NIP): 641-000-54-54, hereinafter referred to as the “Company”.
The Company’s core business activity is production and distribution of steel products, heat and mechanical treatment of machine parts, repairs of machines and equipment, chemical analyses and durability of steel mill products as well as other commercial activities.
The starting price for the stake of 1,179,253 Shares is PLN 64,458,000.00 (say: sixty-four million four hundred and fifty-eight thousand zloty and zero groszy).
The starting price for one share is approximately PLN 54.66 (say: fifty-four zloty and sixty-six groszy).
The minimum bidding increment for the entire stake of 1,179,253 Shares is PLN 350,000.00 (say: three hundred and fifty thousand zloty and zero groszy). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made not later than every one minute.
A bid security of PLN 6,445,800.00 (say: six million four hundred and forty-five thousand eight hundred zloty and zero groszy), which corresponds to 10% of the starting price for the Shares, should be paid 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. 13 1130 1017 0019 9426 2520 0007, by 14 June 2010.
The bid security is not returnable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.
If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.
Entities interested in the purchase of the Company shares through a public oral auction may direct queries, if any, concerning obtaining some basic information on the Company to Mr. Rafał Kozakiewicz by phone, tel: (22) 695 86 72, on weekdays from 20 May 2010 to 14 June 2010 (between 12:00 - 4:00 PM).
II.
190,096 ordinary bearer shares of series A for one buyer, of a nominal value of PLN 2.00 each, constituting 25.05% of the share capital of the company Centrala Zaopatrzenia Górnictwa S.A. with registered office in Katowice (hereinafter referred to as “Shares”), address: ul. Powstańców 17, 40-952 Katowice, registered under KRS number 0000107514, Vat reg. no. (NIP): 634-019-54-54, hereinafter referred to as the “Company”.
The Company’s core business activity is the sale of ropes for various uses and the distribution of accessories such as high quality slings, shackles, hooks and chains, etc. The Company also trades with steel mill products.
The starting price for the stake of 190,096 Shares is PLN 3,554,795.20 (say: three million five hundred fifty-four thousand seven hundred and ninety-five zloty and twenty groszy).
The starting price for one share is PLN 18.70 (say: eighteen zloty and seventy groszy).
The minimum bidding increment for the entire stake of 190,096 Shares is PLN 50,000.00 (say: fifty thousand zloty and zero groszy). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made not later than every one minute.
A bid security of PLN 355,479.52 (say: three hundred and fifty-five thousand four hundred and seventy-nine zloty and fifty-two groszy), which corresponds to 10% of the starting price for the Shares, should be paid 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. 13 1130 1017 0019 9426 2520 0007, by 14 June 2010.
The bid security is not returnable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.
If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.
Entities interested in the purchase of the Company shares through a public oral auction may direct queries, if any, concerning obtaining some basic information on the Company to Mr. Rafał Kozakiewicz by phone, Tel: (22) 695 86 72, on weekdays from 20 May 2010 to 14 June 2010 (between 12:00 - 4:00 PM).
III.
367,177 ordinary bearer shares of series A for one buyer, of a nominal value of PLN 2.03 each, constituting 25.50% of the share capital of the company Zakłady Naprawcze Taboru Kolejowego w Oleśnicy S.A. with registered office in Oleśnica (hereinafter referred to as “Shares”), address: ul. Moniuszki 20, 56-400 Oleśnica, registered under KRS number 0000093623, Vat reg. no. (NIP): 911-000-47-42, hereinafter referred to as the “Company”.
The objects of the Company are production and repair of rolling stock as well as production of sub-assemblies and spare parts for the rolling stock.
The starting price for the stake of 367,177 Shares is PLN 4,769,629.23 (say: four million seven hundred and sixty-nine thousand six hundred and twenty-nine zloty and twenty-three groszy).
The starting price for one share is PLN 12.99 (say: twelve zloty and ninety-nine groszy).
The minimum bidding increment for the entire stake of 367,177 Shares is PLN 23,840 (say: twenty-three thousand eight hundred and forty zloty). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made not later than every one minute.
A bid security of PLN 476,962.92 (say: four hundred and seventy-six thousand nine hundred and sixty-two zloty and ninety-two groszy), which corresponds to 10% of the starting price should be paid 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. 13 1130 1017 0019 9426 2520 0007, by 14 June 2010.
The bid security is not returnable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.
If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.
Entities interested in the purchase of the Company shares through a public oral auction may direct queries, if any, concerning obtaining some basic information on the Company to Ms. Beata Kryszczyszyn by phone, Tel: (22) 695 84 84, on weekdays from 20 May 2010 to 14 June 2010 (between 12:00 - 4:00 PM).
IV.
226,374 ordinary bearer shares of series A for one buyer, of a nominal value of PLN 1.95 each, constituting 25.15% of the share capital of the company Przedsiębiorstwo Robót Zmechanizowanych “BUDOSTAL-8” S.A. with registered office in Kraków (hereinafter referred to as “Shares”), address: ul. Przewóz 34, 30-716 Kraków, registered under KRS number 0000096039, Vat reg. no. (NIP): 675-000-14-90, hereinafter referred to as the “Company”.
The Company’s core business activities are construction works, lease of construction equipment and repair of construction machinery.
The starting price for the stake of 226,374 Shares is PLN 4,833,084.90 (say: four million eight hundred and thirty-three thousand eighty-four zloty and ninety groszy).
The starting price for one share is PLN 21.35 (say: twenty-one zloty and thirty-five groszy).
The minimum bidding increment for the entire stake of 226,374 Shares is PLN 25,000.00 (say: twenty-five thousand zloty and zero groszy). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made not later than every one minute.
A bid security of PLN 483,308.50 (four hundred and eighty-three thousand three hundred and eight zloty fifty groszy), which corresponds to 10% of the starting price for the Shares, should be paid 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. 13 1130 1017 0019 9426 2520 0007, by 14 June 2010.
The bid security is not returnable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.
If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.
Entities interested in the purchase of the Company shares through a public oral auction may direct queries, if any, concerning obtaining some basic information on the Company to Ms. Ewa Zarecka by phone, Tel: (22) 695 83 98, on weekdays from 20 May 2010 to 14 June 2010 (between 12:00 - 4:00 PM).
The Share Purchase Agreement will be concluded with the highest bidder within up to 5 working days from the date of payment of the full purchase price of the Shares (reduced by the amount of the bid security) by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.
Payment must be made in full within 5 working days from the date of announcing the highest bidder.
In the case when the purchase of shares requires:
- the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
- the consent of the Minister of Internal Affairs
the highest bidder should immediately, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such case, the payment must 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 will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance (ul. Krucza 36/Wspólna 6, 00-522 Warszawa) after receipt of the full payment for the shares has been confirmed.
The auction shall be closed upon signing the Share Purchase Agreement for the Company shares.
Auction applications should be made in the Polish language and should contain:
- name, surname and address or name and registered office of the entity interested in participating in the auction;
- Regon number;
- NIP number;
- e-mail;
- address for correspondence;
- telephone number;
- fax number;
- attached proof of payment of the bid security, along with an indication of the bank account to which the bid security should be returned;
- If the entity interested in participating in the auction is a natural person:
a) a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original;
b) if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original or as a certified copy made by a notary public;
c) information on the method of financing the Share purchase transaction;
- If the entity interested in participating in the auction is a legal person:
a) a valid extract from the relevant register;
b) details of the person(s) entitled to participate in the auction, along with a power of attorney;
c) details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10(b);
d) information on the method of financing the Share purchase transaction;
- declaration that the entity interested in participation in the auction:
a) is not in default with payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority;
b) is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority;
c) is not in breach of any other privatisation agreements concluded to date and that the entity is not party to any court disputes in this regard;
d) is not in breach of any other agreements concluded with the Treasury, and that the entity is not party to any court disputes in this regard;
e) is not subject to liquidation proceedings and was not adjudged bankrupt, apart from entities which upon announcement of bankruptcy made an arrangement with creditors 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 Bureau as an unreliable borrower.
The documents specified in the Invitation must be submitted in hard copy (in original or as a certified copy made by a notary public).
Documents written in a foreign language must be submitted together with their translations into the Polish language, made by a certified translator.
Public documents – within the meaning of the Hague Convention of 5 October 1961 (Journal of Laws of 2005 No. 112, item 938) abolishing the requirement of legalisation for foreign public documents – made under the applicable laws of a state being the signatory to the Convention, must by supported by 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 the signatory to the Convention, must by submitted after their prior legalisation.
Legalisation or issuance of an Apostille shall not be 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.
Auction applications should be submitted in a single copy, in a sealed envelope, to the front office of the Ministry of Treasury or the front office of the Department of Treasury Property, room 447, Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, on business days, during office hours 8:15 AM – 4:15 PM, by 14 June 2010.
The envelopes should be marked, respectively:
I. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji
spółki Huta Pokój S.A. z siedzibą w Rudzie Śląskiej
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”
(Application to participate in the auction for the purchase of shares of the company
Huta Pokój S.A. with registered office in Ruda Śląska
– Do not open.
[Attn: Department of Treasury Property at the Ministry of Treasury])
II. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki
Centrala Zaopatrzenia Górnictwa S.A. z siedzibą w Katowicach
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”
(Application to participate in the auction for the purchase of shares of the company
Centrala Zaopatrzenia Górnictwa S.A. with registered office in Katowice
– Do not open.
[Attn: Department of Treasury Property at the Ministry of Treasury])
III. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki
Zakłady Naprawcze Taboru Kolejowego w Oleśnicy S.A. z siedzibą w Oleśnicy
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”
(Application to participate in the auction for the purchase of shares of the company
Zakłady Naprawcze Taboru Kolejowego w Oleśnicy S.A. with registered office in Oleśnica
– Do not open.
[Attn: Department of Treasury Property at the Ministry of Treasury])
IV. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki
Przedsiębiorstwo Robót Zmechanizowanych „BUDOSTAL-8” S.A. z siedzibą w Krakowie
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”
(Application to participate in the auction for the purchase of shares of the company
Przedsiębiorstwo Robót Zmechanizowanych “BUDOSTAL-8” S.A. with registered office in Kraków
– Do not open.
[Attn: Department of Treasury Property at the Ministry of Treasury])
Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if the envelopes are not marked as indicated above.
The auction will be held on 17 June 2010 (10:00 AM) in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.
The auction invitation and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.
Texts of the Share Purchase Agreements:
text version
