How is the sale process conducted

How is the sale of capital assets conducted?

The disposition of capital assets held in the ownership of SSH and of the Republic of Slovenia, which includes the sale and swap of capital assets, is one of the main activities related to the management of capital assets performed by SSH. The continuation of the text presents the policy pursued by SSH in regard to the sale of SOEs.

Slovenia Sovereign Holding strives for the sale processes to run in an efficient, transparent and competitive manner and in line with international market practice. For this purpose and with the aim of increasing its credibility with investors, SSH leads the sales processes involving the largest capital assets in cooperation with renowned international financial and legal advisors specialised in financial advisory services.

The fundamental objective pursued by SSH in the sales of shareholdings is the attainment of the highest proceeds from the sale. In regard to the sale of the most important shareholdings owned by the Republic of Slovenia, within the scope of its statutory limitations, SSH strives to also pursue other goals important from the aspect of providing a stable economic growth; these are: the rise in the quality and capacity of public services, further development of companies, new investment opportunities, entering new markets, ensuring competitiveness, and similar goals.

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.

M&A method 

Preparatory activities I

  • consent granted by SSH bodies
  • possibility of forming selling consortium
  • appointment of sale team members
  • agreement between sellers and management board of a target company
  • selection of financial and legal advisors
  • selection of persons performing due diligence and obtainment of the report
  • selection of independent external certified company appraiser and performiance of a company appraisal

Preparatory activities II

  • non-disclosure agreement ("NDA")
  • list of potential investors
  • review of investment opportunity - teaser
  • company's information memorandum
  • data room for investors and sellers
  • presentation of the management of a target company
  • process letters
  • draft sale and purchase agreement

Sale process I

  • publication of invitation for submitting experssion of interest and submission of teaser to investors
  • concluding a non-disclosure agreement ("NDA")  between a company, sellers and investors
  • submission of information memornadum and process letter no.1 to investors
  • receipt of non-binding bids (review and  evaluation)
  • selection of investors for 2nd phase of sale process
  • due diligence carried out by investors
  • presentation of management

Sale process II

  • submission of binding bids (review + evaluation)
  • selection of investors for direct negotiations
  • negotiations regarding final terms and conditions of sale and purchase agreement ("SPA")
  • harmonization of a SPA and other sales documentation
  • obtainment of consents for concluding SPA and other sales documentation
  • satisfaction of condition precedent for the closure of transaction - payment of purchase price, transfer of shares