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News 27. 3. 2020

Invitation to tender for the purchase of holding of shares of META INGENIUM, družba tveganega kapitala, d. o. o. - extended deadline for submission of bids

  1. SELLER

Slovenski državni holding d.d., Mala ulica 5, Ljubljana, Slovenia (hereinafter referred to as: "SSH" or the "Seller"), on behalf of and for the account of the Republic of Slovenia (hereinafter referred to as: "RS).

 

  1. SUBJECT OF SALE

The subject of this Invitation to tender is a holding of shares (in Slovene: “poslovni delež”; hereinafter referred to as: “the Holding of Shares”) in the capital of META INGENIUM, družba tveganega kapitala, d.o.o., Trdinova ulica 9, Ljubljana, Slovenia, Registration No.: 37196693719669, Tax No.: SI31962963 (hereinafter referred to as: "the Company"), specifically, the Holding of Shares No. 184051, representing 48.9958% of the Company's capital.

The Company is the holder of shares in several companies as stated below:

 

CAPITAL INVESTMENT

Equity holding as of 31 December 2019 in %

Status as of 31 December 2019

1

MyBaze SP z.o.o., Poland

10.37

Inactive

2

Apartmaji.com d.o.o., Slovenia

51.00

Active

3

DS MERITVE d.o.o., Slovenia

19.60

Active

4

Zenodys B.V., the Netherlands

13.04

Active

5

ORPE d.o.o., Slovenia

49.18

Active

6

BIA Separations d.o.o., Slovenia

10.81

Active
 

 

  1. BASELINE FOR WRITING THE BID

The Bid must include at least the following elements:

Subject of sale

the Holding of Shares of the Company;
 

Purchase price:

it must be expressed in a specific EUR amount and not as 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); Bids in which the purchase price for the purchase of the Company's Holding of Shares 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 payment deadline

a monetary transfer of the purchase consideration to be remitted in the period of not more than 15 days after entering into the Sale and Purchase Agreement for Holding of Shares (hereinafter referred to as: "the Agreement") to the transaction account stated in the Agreement. 
 

Financing method

a supporting document or a reliable explanation must be attached to the Bid, stating that the Bidder has or will have sufficient funds at its disposal, at least in the value as stated by the Bidder in its Bid (for example: a statement by a bank in regard to assets deposited by the interested party; a statement by a bank, confirming the purpose of financing, etc.);
 

Bid validity period

at least by 31. 7. 2020 inclusive;
 

Information about Bidder:

the Bidder's company name, the Bidder's full address, the Bidder's Registration and Tax Numbers, the Bidder's contact details
 

Transfer of ownership

on the day of the payment of all contractual obligations;

 

 

Other requirements
  1. the Bid must be unconditional;
  2. the Bid must include a time commitment in regard to the execution of the Agreement in accordance with requirements referred to in item IV, Paragraph 4 of this Public Invitation;
  3. the cost for the execution of the Notarial Record shall be borne by the Bidder.
 

 

  1. REQUIREMENTS FOR PARTICIPATING IN THE BIDDING PROCESS

The Bid may be submitted by domestic and foreign legal and natural persons.

The Seller hereby notifies the potential Bidders that, in accordance with Article 17 of the Articles of Association, the other shareholder holds a pre-emptive right to purchase the holding of shares therefore, prior to the intended sale, the Seller is obliged to offer the Holding of Shares to the pre-emptive beneficiary (in Slovene: "predkupni upravičenec") under the same conditions. In case the Bidder will agree to purchase the other Company's Holding of Shares, RS shall not exercise the pre-emptive right for the sale of this Holding of Shares.

Similarly, in accordance with Article 18 of the Articles of Association, a prior consent granted by the shareholders at the General Meeting of Shareholders is required for any disposal (including the sale) of a holding of shares or its part to the third persons and for any pledging of shares.

The Bid for the purchase of the Company's Holding of Shares must include a commitment from the Bidder to enter into the Agreement in the form of a directly executable Notarial Record not later than in a period of 8 working days from the receipt of the Seller's written notification about the satisfaction of requirements referred to in the preceding paragraph. The cost for the Notarial Record shall be borne by the buyer.

In case the Bidder is a legal entity with a registered office outside of the Republic of Slovenia, an extract from the Companies Register of the country of its registered office must be attached to the Bid. Such extract must not be older than 30 days from the day of submitting the Bid and it must clearly state the data on the Bidder's company and its address and the persons authorised to represent the Bidder.

 

  1. GENERAL TERMS AND CONDITIONS OF SALE

Since under the provisions of the Prevention of Money Laundering and Terrorism Financing Act ("ZPPDFT-1"), SSH is a liable party, and SSH is obliged to implement a customer due diligence.

The law of the Republic of Slovenia shall apply to any procedures connected with this Invitation, and, in case of any disputes arising from this Agreement, the jurisdiction shall be held by the relevant court in Ljubljana.

 

  1. CONTACT DETAILS AND DEADLINE FOR SUBMITTING BIDS

The Bid, signed by the authorised person, and the appendices required must be submitted to the following SSH's electronic address: meta-ingenium@sdh.si. SSH will consider Bids submitted to the electronic address listed above not later than by 4. 5. 2020 by 15:00 hours CET.

 

  1. SELECTION OF BIDDER

The opening of Bids will not be public.

The Seller may decide to conduct further negotiations with a Bidder or Bidders and/or hold an auction. After negotiations and/or the auction, the Seller will enter into the Sale and Purchase Agreement for the Holding of Shares with such Bidder who, during negotiations and/or at the auction, has offered the highest price for the Company's Holding of Shares while taking into account the Bidder's ability to pay and when other terms and conditions of this Invitation to tender are satisfied.

On the basis of this Invitation to tender, the Seller is not bound to sign the Sale and Purchase Agreement with the best or any other Bidder. The decision by the Seller not to conclude the Sale and Purchase Agreement does not represent any basis for tort liability on the part of the Seller.

 

  1. PROVISION OF INFORMATION ON THE SUBJECT OF SALE

Potential Bidders may obtain more detailed information in connection with the public tender by contacting the following e-mail address: meta-ingenium@sdh.si.

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