News
A public invitation to tender for the purchase of shares and shareholdings
Slovenian Sovereign Holding
Mala ulica 5
1000 Ljubljana
hereby announces a public invitation to tender for the purchase of shares and shareholdings in the ownership of the Republic of Slovenia and in the ownership of Slovenian Sovereign Holding.
1. The object of the sale is a specified number of shares of public limited companies and shareholdings of individual limited liability companies which are listed below and owned by the Republic of Slovenia (RS) and managed on behalf and for the account of RS by Slovenian Sovereign Holding pursuant to provisions of Slovenian Sovereign Holding Act (Official Gazette RS, No. 25/2014), together with number of shares of public limited companies and shareholdings of individual limited liability companies which are listed below and owned by Slovenian Sovereign Holding (SSH) (hereinafter referred to: jointly "Sellers" and individually: the "Seller").
Public limited companies
|
Lfd. No. |
Registration No.: |
Issuer - Corporate name: |
No. of shares owned by RS or SSH |
Total no. of shares for sale |
Equity stake for sale (in%) |
|---|---|---|---|---|---|
|
1 |
5025249 |
MURKA, TRGOVINA IN STORITVE, D.D. |
470 (RS) |
470 |
0.17 |
|
2 |
5400210 |
A-COSMOS, D.D. |
567 (RS) |
567 |
0.81 |
|
3 |
2000156 |
GRADIS SKUPINA G, D.D. |
1.423 (SDH) |
1,423 |
1.36 |
|
4 |
5249686 |
SAVAPROJEKT, D.D. |
154 (RS) |
154 |
3.34 |
|
5 |
5733073 |
TELEMACH TABOR,ŠIROKOPASOVNE KOMUNIKACIJE,D.D. |
12 (RS) |
12 |
0.03 |
Limited liability companies for which a consent by the Shareholders' General Meeting is needed for the disposal of shareholding of an entity not being a shareholder
|
Lfd. No. |
Registration No.: |
Issuer - Corporate name: |
Nominal value of a shareholding owned by RS or SSH (in EUR) |
Total nominal value of shareholdings held for sale (in EUR) |
Equity stake for sale (in%) |
|---|---|---|---|---|---|
|
1 |
5510244 |
INKOS, D.O.O., KRMELJ |
41,729.27 (RS) |
41,729.27 |
2.54 |
|
2 |
5449707 |
POČITNIŠKA SKUPNOST KRŠKO, D.O.O.** |
1,342.71 (RS) |
1,342.71 |
1.46 |
|
3 |
5949823 |
RRA REGIONALNA RAZVOJNA AGENCIJA CELJE, D.O.O.*** |
154,494.45 (RS) |
154,494.45 |
5.10 |
|
4 |
5539366 |
VARNOST SISTEMI, D.O.O.**** |
890.95 (SDH) |
890.95 |
9.74 |
* The disposal of a shareholding of an entity not being a shareholder must be granted a consent by the Shareholders' General Meeting passed by a three-quarters majority vote.
** The disposal of a shareholding of an entity not being a shareholder must be granted a consent by the Shareholders' General Meeting passed by a three-quarters majority vote.
*** The disposal of a shareholding of an entity not being a shareholder must be granted a consent by the Shareholders' General Meeting passed by a two-thirds majority vote.
**** The disposal of a shareholding of an entity not being a shareholder must be granted a consent by the Shareholders' General Meeting passed by a simple majority vote.
Limited liability companies with freely transferable shareholdings
|
Lfd. No. |
Registration No.: |
Issuer - Corporate name: |
Nominal value of a shareholding owned by RS or SSH (in EUR) |
Total Nominal value of shareholdings held for sale (in EUR) |
Equity stake for sale (in%) |
|---|---|---|---|---|---|
|
1 |
2148358 |
EKOEN, D.O.O. |
442,149.06 |
442,149.06 |
49.07 |
|
2 |
2222833 |
ENERGETIKA ČRNOMELJ, D.O.O. |
319,762.27 |
319,762.27 |
49.30 |
|
3 |
2191679 |
TOPLOTNA OSKRBA, D.O.O., LOČE |
214,342.26 |
214,342.26 |
49.17 |
|
4 |
5049725 |
DOM UPOKOJENCEV IDRIJA, D.O.O.* |
1,611,580.00 |
1,611,580.00 |
18.91 |
* Memorandum of Association does not exclude that a pre-emption right has been granted to members.
2. An offer must include at least the following elements:
- Object of offer (shares and/or shareholdings, as stated in the Table above);
- Purchase price: it must be expressed in a specific EUR amount and not in a form of a price range (in case the purchase price is provided as a range price, the low end price of the range shall be considered automatically). Offers in which the purchase price for the acquisition of the block of shares and shareholdings of an individual company is linked to a purchase price given by any other bidder shall not be deemed full and will not be considered);
- Method of payment and maturity date: no more than 30 days following the signing of the contract by way of a transfer to the Sellers' bank account;
- Offer Validity Period: at least until 29 June 2016 (inclusive);
- Transfer of ownership: on the day of the payment of all contractual obligations.
The offer may refer to the purchase of the block of shares or shareholdings held in an individual company by the Republic of Slovenia or Slovenian Sovereign Holding but only to the total number of shares or shareholdings held in an individual company by the Republic of Slovenia or Slovenian Sovereign Holding.
The offer must be unconditional.
In addition to the above stated elements, the offer for the purchase of shares must also include the bidder's commitment to sign a written share purchase agreement to be submitted to an bidder together with the Seller's statement on the acceptance of the offer, not later than within the period of 8 (eight) business days following the receipt of the said offer acceptance statement.
In addition to the above stated elements, the offer for the purchase of shareholdings must also include the bidder's commitment to sign a contract on the purchase and sale of shareholdings, which shall include a clause on direct enforceability regarding the satisfaction of contractual obligations assumed under the contract in a form of Notarial Record, not later than within the period of 8 (eight) business days following the receipt of the Sellers' written statement on the acceptance of the offer, and, in case of a pre-emption right held by members and/or a company in regard to shareholdings and other restrictions to shareholding transferability (consent granted by shareholders), no later than within the period of 8 (eight) business days following the receipt of the Seller's written notification than none of holders of pre-emptive right has enforced the pre-emption right for the shareholding and that a written statement has been granted by members for the disposal of the shareholding. The cost for the execution of the Notarial Record shall be carried by a buyer.
3. When an offer for the purchase of shares according to this announcement is submitted by a company - the issuer of the shares itself or its subsidiary or a company in which the said company has a majority shareholding, such offer must satisfy all regulatory assumptions required for the validity of the legal transaction regarding the acquisition of own shares in accordance with the provisions of ZGD-1.
When an offer for the purchase of a shareholding under this invitation to tender is submitted by a company itself, the offer must include the company's commitment to establish in the balance sheet a reserve for own shares in the amount corresponding to the amount of the full purchase price not later than by the day of the payment of the purchase price; a statement must also be attached by a company stating that the company has sufficient sources of funds for establishing reserves for the purchase of own shares.
4. Domestic and foreign legal and natural persons may take part at the tender. A statement must be attached to the offer submitted by legal persons with a registered office in the Republic of Slovenia that they are entities registered in the Court-Business Register kept by the Agency of the Republic of Slovenia for Public Legal Records and Related Services, legal representatives of a bidder or persons authorised to represent an bidder. An excerpt from the Court Register (or any other relevant register) must be attached to the offer submitted by legal persons with a registered office outside of the Republic of Slovenia which must not be older than 30 days from the date of the submission of the offer.
5. When more offers satisfying terms and conditions of this invitation to tender will be received by the Seller, the Seller may decide to conduct further negotiations and/or hold an auction. After the negotiations are completed, a share or shareholding purchase and sale agreement will be concluded by and between the Seller and such bidder who, during negotiations and/or at the auction, has offered the highest price for the block of shares or shareholdings of an individual company while satisfying other terms and conditions of the invitation to tender.
On the basis of this invitation to tender, the Seller is not obliged to sign a share or shareholding purchase and sale agreement with the best or any other bidder. The decision by the Seller not to conclude a share or shareholding purchase and sale agreement does not represent any basis for any contractual penalty or tort liability on the part of the Seller.
6. The offers must be submitted to the headquarters of SSH, Mala ulica 5, 1000 Ljubljana, Slovenia, in a closed envelope with the following wording: "Offer for the purchase of shareholding/shares of a company (please specify) – NOT TO BE OPENED!", not later than by 29 April 2016 by 12 o’clock midday. The opening of tenders will not be public.
7. All interested bidders may obtain additional pieces of information in relation to the sale every business day between 10 a.m. and 12 a.m. by contacting Mrs Špela Bizjak at the telephone number + 386 1 320 05 22 and Mr Borut Frantar at the telephone number + 386 1 320 05 33.