In the sale of capital assets, SSH runs procedures in accordance with the Asset Management Policy and international standards
The SSH Asset Management Policy, a legal document, which was adopted in December 2014 and updated in December 2016, includes principles, procedures and criteria which are applied by SSH in carrying out its duties and activities stipulated by ZSDH-1. The purpose of the Asset Management Policy is to provide for transparency and traceability of decision made by SSH. One of the Policy's Chapters is dedicated to the processes for the disposition of assets and acquisition of new capital assets. This Chapter presents the methods for the sale of capital assets, the communication method on disposition of capital assets, the structure of a sale process (in the case of the sale of majority shareholding and in the case of the sale of minority shareholding), and a method for conducting the sale process. The said policy also includes some special provisions, among other things, provisions in regard to hiring financial institutions and other advisors.
Phases of a sale process
The phases of the process of sale may be divided into the three main areas:
- preparatory activities,
- sale process activities,
- post-sale activities (verifying the satisfaction of potential additional contractual commitments on the part of a buyer or a seller).
Methods of a sale process
Capital assets must be sold on the basis of one of these methods or their combinations, in accordance with Article 16 of ZSDH-1:
- a public offering which is implemented as a public invitation addressed to an indefinite or identifiable circle of persons to purchase shares upon terms and conditions published in advance and which includes all material elements of a contract, or
- a public auction which is implemented as a public sale under terms and conditions of sale published in advance whereby the sale and purchase agreement is concluded with a bidder who fulfils the conditions and offers the highest price above the call price, or
- a competitive tendering which is implemented as an invitation addressed to an indefinite or identifiable circle of persons to submit a tender to purchase certain assets under the published conditions, or
- the offering of securities to the public in accordance with the law governing the financial instruments market.
The above mentioned Article 16 of ZSDH-1 also includes situations when capital assets may be sold or swapped on the basis of a direct contract.
The following section presents key steps in individual phases of a sale process under the M&A method for large SOEs. The process is simplified in regard to a process which involves the sale of smaller SOEs.