Ministry of State Treasury of the Republic of Pola : Invitation to participate in the auction concerning the purchase of the shares of Centrum Badawczo-Konstrukcyjne Obrabiarek Sp. z o.o.

January 03, 2013 at 07:58 am EST

MarketScreener.com By

Auction applications should be submitted in writing by 17 January 2013. The auction will be held on 21 January 2013, at 11:00 am.

The Minister of Treasury

invites to participate in a public auction
conducted in an oral form

regarding the purchase of shares of company

Centrum Badawczo-Konstrukcyjne Obrabiarek Sp. z o.o. w likwidacji
ul. Staszica 1, 05-800 Pruszków

Privatisation Plan for the years 2012-2013 www.msp.gov.pl

The Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warsaw, acting on behalf of the Treasury, pursuant to Article 31a in connection with Article 33(1) Sub-paragraph 5 of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002 No. 171, item 1397, as amended), further referred to as the "Act", and pursuant to the Regulation of the Council of Ministers of 30 May 2011 on the Detailed Procedure for Sale of Treasury Shares (Journal of Laws No. 114, item 664) invites all interested parties to participate in an auction on the purchase of 51,000 (say: fifty one thousand) shares for one buyer 1), representing 85 % of share capital of a company Centrum Badawczo-Konstrukcyjne Obrabiarek Sp. z o. o. w likwidacji having its registered office in Pruszków, of a nominal value of PLN 50 (say: fifty zloty) each, further referred to as the "Shares" and address: ul. Staszica 1, 05-800 Pruszków, registered under KRS no. 0000298693, of Tax Identification Number 5340000585, further referred to as the "Company".

The primary scope of Company's business is research, development and design works, as well as research and technical analyses relating to construction of machine tools and components.

The starting price for the stake of 51,000 Shares is PLN 5,916,000.00 (say: five million nine hundred sixteen thousand zloty).

The starting price for one Share is PLN 116,00 (say: one hundred sixteen zloty).

The minimum bid increment for the entire stake of 51,000 Shares amounts to PLN 61,200.00 (say: sixty-one thousand two hundred zloty). Bid increments will be placed orally. If no further bids are placed by the bidders, subsequent calls of the highest bid will be made not later than every two minutes.

The highest bidder will be obliged to acquire the shares not acquired by eligible employees in the process of the free provision of the shares, provided for in the Act, under the terms and conditions set out in the Share Purchase Agreement made available at the website of the Public Information Bulletin and the website of the Ministry of Treasury, further referred to as the "Share Purchase Agreement".

Potential Investors will be provided with the possibility of carrying out a limited survey of the Company's documents. After prior agreement of an appropriate date with the Ministry of Treasury, entities interested in purchasing the Shares will be allowed to conduct due diligence of the Company and its documents. For this purpose, they should submit a request for conducting due diligence of the Company 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 starting price for the stake of 51,000 Shares, by 10 January 2013, to the Ministry of Treasury, 00-522 Warsaw, ul. Krucza 36/Wspólna 6, front office of the Department of Privatisation, room 501, fax: 022 695 88 18.

The Minister of Treasury may grant the right to conduct due diligence of the Company and its documents to entities that submitted the required documents after 10 January 2013.

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 theauction;
REGON number;
tax identification number (NIP);
e-mail;
address for correspondence;
telephone number;
fax number;
attached proof of payment of the auction deposit, indicating the bank account number to which the auction deposit should be refunded;
attached draft Share Purchase Agreement, whose content was made available at the website of the Public Information Bulletin of the Minister of Treasury, or at the website of the Ministry of Treasury, initialled by persons duly authorised to represent the entity interested in participating in the auction upon signing the Share Purchase Agreement;
If the entity interested in participating in the auction is a natural person:
1. a photocopy of identity document confirming identity of such a person, certified by a notary to be a true copy of the original,
2. a duly prepared power of attorney where a natural person is represented by another natural person or entity executed in a form provided for the performance of this act,
3. 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, transcript or as a certified copy made by a notary public,
4. information on the method of financing the Share purchase transaction;
if the entity interested in participation in the auction is a legal person:
1. a valid transcript from the relevant register,
2. details of the person(s)* entitled to participate in the auction, along with a power of attorney,
3. details of the person(s)* entitled to sign the agreement on behalf of the entity, along with a duly executed power of attorney, in the event that he/she is not the person named in item 11(b), along with a power of attorney executed in a form provided for the performance of this act,
4. information on the method of financing the Share purchase transaction;
declaration that the entity interested in participation in the auction:
1. 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,
2. 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,
3. is not in breach of any other privatisation agreements and that the entity is not party to any court disputes in this regard,
4. 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,
5. is not a subject to liquidation proceedings nor was declared bankrupt, apart from entities which upon declaration of bankruptcy made an arrangement approved under a valid court decision, provided that such an arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,
6. is not entered in the Register of Insolvent Debtors,
7. is not registered in the Credit Information Bureau as an unreliable borrower.

The documents specified in the invitation must be submitted in writing as original documents or copies certified by a notary to be true copies of the original.

Documents written in a foreign language must be submitted together with their translations into the Polish language, made 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 be 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 be submitted after their prior legalisation.

Legalisation or issuance of an Apostille will not be required to the extent in which a 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 writing in a single copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warsaw, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury, or the front office of the Department of Privatisation, room 502, on working days, during office hours, i.e. 8:15 am - 4:15 pm, by 17 January 2013.

The envelope should be marked as follows:

"Zg