Sava, d.d. Public Auction

Transcription

1 In accordance with Article 167 of the Law of Property Code (Official Gazette of the RS, No. 87/2002 and 18/2007 Skl.US:U-I-70/04-18), Sava, družba za upravljanje in financiranje, d.d., Dunajska cesta 152, 1000 Ljubljana (hereinafter: the Pledgee or SAVA) hereby issues a notice of Public Auction For the sale of book-entry securities a package of 17,005 ordinary, registered, no-par value shares of the company IZLETNIK CELJE d.d. Prometno in turistično podjetje, Aškerčeva ulica 20, 3000 Celje, company reg. No (hereinafter Izletnik Celje, d.d.), representing 7.49% of the share capital of Izletnik Celje d.d. The securities are issued in the form of book-entry securities and registered with the KDD, CENTRALNA KLIRINŠKO DEPOTNA DRUŽBA d.d. (hereinafter KDD d.d.), with share designation IZCG, the holder and pledger of which is Izletnik Celje d.d. I. Facts and Circumstances of the Sale of Ordinary, No-par Value Shares Based on the Certificates on Application against the Debtor, VIATOR & VEKTOR LOGISTIKA družba za transport in logistiko d.o.o., Ljubljana in bankruptcy, Dolenjska cesta 244, 1000 Ljubljana, the Pledgee has secured its receivables by means of a lien on 17,005 ordinary no-par value shares issued by the IZCG. The lien on the shares is entered in the central register of book-entry securities kept by the KDD d.d. The shares are held on the securities account no , of the KDD M3 member Moja delnica PBH d.d. and pledged at the M3 pledge member Moja delnica PBH d.d. Since the Pledgee s receivable fell due and was not settled upon maturity, the Pledgee, issues a Public Auction in accordance with the statutory provisions in order to sell the pledged shares held by the Pledger. II. Place and Time of the Auction The Public Auction shall be held on 20 January 2015, starting at 9:00 am, in the premises of the Pledgee, at Dunajska cesta 152, 1000 Ljubljana, in the conference room on the 7 th floor. III. Information relevant to Legal Transactions The buyer shall purchase a package of 17,005 ordinary, registered, no-par values shares of IZLETNIK CELJE d.d. Prometno in turistično podjetje, Aškerčeva ulica 20, 3000 Celje (company reg. no ), share designation IZCG, which will be free of third-person rights and in relation to which no limitation of disposal shall apply to the buyer. At the auction, the package of shares is being offered exclusively as a whole and according to the all-ornothing principle., d.d.; VAT reg. No.: SI ; Company registr. No.: ; Transaction Account: ; Filed in a

2 IV. Terms of Sale and Public Auction The opening asking price per one ordinary no-par value share issued by Izletnik Celje d.d., share designation IZCG, shall be EUR (EUR 266, for the package of shares). The auction shall be conducted by the Pledgee or its proxy in the Slovenian language. The auction shall commence by announcing the opening asking price per a share. The bidders shall accept the announced price by saying:»sprejmem«(»i accept«) and stating the name or the company of the bidder. If one or more bidder(s) accept(s) the opening asking price, the auction shall proceed by calling a new price, exceeding the previous asking price by EUR 1 per a share, which shall be continued until in the last step none of the bidders accepts the asking price, even after the third call. The auction may be attended by domestic and foreign private individuals and legal entities who credit, no later than on 19 January 2015, by noon (12:00 am), to the Pledgee s account no. SI (reference stating»varščina IZLETNIK CELJE d.d.«), a security deposit of EUR 26, or 10% of the opening asking price and who, on the same day, send to the Pledgee at the address, Dunajska cesta 152, 1000 Ljubljana or by at jasmina.kovacic@sava.si, a receipt of a paid-in security deposit, the details of a contact person (address, telephone, telefax, ) and a list of persons attending the Public Auction. The Pledgee shall be exempt from the obligations set out in this indent. If the winning bidder of the Public Auction does not conclude agreement under these rules, the security deposit shall remain with the Pledgee (the bidder is not reimbursed the security deposit). In such a case the Pledgee shall have the right (but not the obligation) to conclude the agreement with the bidder who submitted the second best or ensuing bid at the Public Auction without repeating the Public Auction. If two or more bidders submitted matching bids, the second best or ensuing bidder shall be the one who submitted such a bid first. If two bidders accept the asking price at the same time, the winning bidder shall be chosen by lot carried out in the manner determined by the Pledgee or its proxy. Unsuccessful bidders shall be reimbursed the security deposit interest-free on the third working day following the completion of the Public Auction, provided that they have submitted to the Pledgee a written statement specifying the number of the account on which the security deposit is to be reimbursed on the same address as the receipt of security deposit payment. If the written statement is submitted later, the security deposit is reimbursed interest-free on the third working day following the date of submitting the statement specifying the number of the account on which the security deposit is to be reimbursed. The Agreement on the Sale of Shares, whose object is 17,005 ordinary no-par value shares by the issuer Izletnik Celje d.d., share designation IZCG, shall be concluded immediately after the completion of the auction at the place of the auction. The price for 17,005 ordinary no-par value shares issued by Izletnik Celje d.d. and designated IZCG shall equal the highest price offered by the, d.d.; VAT reg. No.: SI ; Company registr. No.: ; Transaction Account: ; Filed in a

3 bidder who won at the Public Auction in accordance with these rules. If the bidder who has been successful at the Public Auction in accordance with these rules in the period of 12 months following the conclusion of the Agreement on the Sale of Shares, participates in transactions with the shares issued by Izletnik Celje, d.d., share designation IZCG, at the price higher than the highest asking price, the respective bidder offered at the Public Auction, the latter shall be obliged to make additional payment to the Pledgee for the difference to the price achieved in these transactions. If the transaction has to be notified to the authority competent for control of concentrations of companies, the Agreement on the Sale of Shares shall be concluded under the resolutory condition, which is fulfilled if the authority controlling concentrations issues a final decision declaring that the sale of shares as a concentration is not in compliance with the competition rules and prohibits the concentration (2 nd indent of the first paragraph of Article 50 of the ZPOmK Act; Prevention of Restriction of Competition Act), or if the sale of shares as a concentration is forbidden in the judicial protection proceedings with a final decision issued by the Supreme Court of the Republic of Slovenia. Payment of purchase money: the buyer shall transfer total purchase price less security deposit already paid in within three days after conclusion of the Agreement on the account defined in the Agreement on the Sale of Shares. Security deposit is considered as earnest money and included in the purchase price. Timely payment of the purchase price represents an essential component of the Agreement. If the buyer does not pay the total remaining part of the purchase price (total purchase price less security deposit) on the account defined in the Agreement on the Sale of Shares within three days after the Agreement has been concluded, the Agreement shall be considered rescinded and the Pledgee shall be entitled to retain the earnest money. In case of the rescinded Agreement, the Pledgee shall have the right (but not the obligation) to conclude the Agreement with the successive bidder who submitted the second best or ensuing bid at the Public Auction without repeating the Public Auction. If two or more bidders submitted matching bids, the second best or ensuing bidder shall be the one who submitted such a bid first. If two bidders accepted the asking price at the same time, the winning bidder shall be chosen by lot carried out in the manner determined by the Pledgee or its proxy. Transfer of shares to the KDD and deletion of the lien: the Pledgee shall issue the order for transferring the pledged shares on the buyer s account of book-entry securities no later than on the third working day after having received total purchase price on its account, and if transaction must be notified to the authority controlling concentrations, after the suspensive condition has been fulfilled based on the final decision by the authority controlling concentrations declaring that the sale of shares as a concentration is not subject to the provisions of the ZPOmK- 1 Act (second paragraph of Article 46 of the ZPOmK-1 Act) or the sale of shares as a concentration is in compliance with the competition rules (third paragraph of Article 46 of the ZPOmK-1 Act or 1 st indent of the first paragraph of Article 50 of the ZPOmK-1 Act). If transaction must be notified to the authority controlling concentrations, the lien on the shares shall be deleted with finality of the decision issued by the authority controlling concentrations declaring that the sale of shares as a concentration is not subject to the provisions of the ZPOmK- 1 Act or the sale of shares as a, d.d.; VAT reg. No.: SI ; Company registr. No.: ; Transaction Account: ; Filed in a

4 concentration is in compliance with the competition rules; otherwise the lien shall be automatically deleted upon transferring the shares to the buyer. The shares shall be purchased in accordance with the as- is principle. The buyer shall pay all taxes, charges and costs arising from transfer of the object of sale and deletion of the lien. Before the start of the Public Auction the bidders shall prove their identity as follows: - Legal entities with the registered office in the Republic of Slovenia shall present an extract from the Court/Companies Register, which may not be older than 8 days; - Foreign legal entities shall present a translated extract from the Court/Companies Register of their registered office, certified and authenticated by an apostille, which may not be older than 8 days; - Private individuals shall present a valid personal identification document; - If the bidder at the Public Auction is represented by a proxy or a person who is not a legal representative or a person who is entered in the Court/Companies Registered as a proxy, such a representative or proxy shall submit a power of attorney for representing the bidder, which must also contain the authorisation for concluding the Agreement on the Sale of Shares. If the proxy is not an attorney-at-law, the power of attorney shall be notarised. The latter shall not apply to the power of attorney of the Pledgee s proxy. V. The Right of Cancellation The Pledgee shall reserve the right to cancel the Public Auction at any time and for whatever reason or without stating the reasons, and may cancel it temporarily or finally before its start or when in progress; the bidders shall not be entitled to exercise any claims against the Pledgee arising herefrom. The Pledgee s liability for damages shall be excluded. The Pledgee shall cancel the Public Auction by publishing a notice of cancellation of the Public Auction in the same manner as the notice the Public Auction. If the Pledgee cancels the Public Auction until inclusive of 20 January 2015, it is not obliged to publish the notice of cancellation but shall directly inform the bidders who paid the security deposit on the Pledgee s account about the cancellation of the Public Auction. If the Public Auction is cancelled, the Pledgee shall reimburse any paid-in security deposit interest-free to each individual bidder on the third working day following the cancellation of the Public Auction, provided that the bidder has submitted to the Pledgee a written statement specifying the account on which the security deposit shall be reimbursed. If the written statement has been submitted on a later date, the security deposit shall be reimbursed interest-free on the third working day following submittal of the statement specifying the account on which the security deposit shall be returned., d.d.; VAT reg. No.: SI ; Company registr. No.: ; Transaction Account: ; Filed in a

5 VI. Additional Information Potential bidders may obtain additional information by sending their questions to the Pledgee on the address at VII. Governing Law and Jurisdiction This notice, the items related to the notice, the Public Auction and the Agreement on the Sale of Shares shall be governed by the law of the Republic of Slovenia. The local court in Ljubljana shall have exclusive jurisdiction in case of disputes. Sava d.d. Aleš Aberšek Member of the Management Board Matej Narat President of the Management Board, d.d.; VAT reg. No.: SI ; Company registr. No.: ; Transaction Account: ; Filed in a