CALL FOR BINDING OFFERS TO PURCHASE CLAIMS

Transcription

1 CALL FOR BINDING OFFERS TO PURCHASE CLAIMS Call for binding offers to purchase claims of the Bank Assets Management Company, Davčna ulica 1000, Ljubljana, as the creditor, against the company NUBA, svetovanje in investiranje, d.o.o. in bankruptcy, Šmartinska cesta 152, 1000 Ljubljana, company registration number (hereinafter: Company ). In its own name and for its own account, Bank Assets Management Company, Davčna ulica 1000, Ljubljana, company registration number: (hereinafter: Seller ), hereby publishes this call for binding offers to purchase claims held against the Company. 1. Subject of the sale The Seller intends to sell off its claims, including accrued court fees, interest and accessory rights held against the Company. As at , this amounts to a total of ,66 EUR ( hereinafter: claims ). The aforementioned amount of claims shall be increased by the relevant fees and interest accrued from until paid. The aforementioned claims are being sold as an indivisible unit. The Company has claims against the company NUBA NET d.o.o. from Serbia which has claims against the company Targo Telekom d.o.o. from Serbia, therefore through claims held against the Company the bidder gets influence on bankruptcy proceeding of Targo Telekom d.o.o. Targo Telekom d.o.o., is provider of telecom services in Serbia. The company has from its establishment in 2009 built the most advanced fiber optical network in Serbia, 1.350km long. The network provides a large transmission capacity to global telecommunication carriers, international and local Telco providers, large corporations and governmental institutions. Targo Telekom FTTH network can be divided on the main network (backbone) 852km and local metro network 498km (in Belgrade). Backbone network has been built in following directions: Beograd Batrovci (border with Croatia) - 126km, Beograd Horgoš (border with Hungary) - 212km, Beograd Niš Preševo (border with Macedonia) - 398km, Niš Dimitrovgrad (border with Bulgaria) - 116km. Meaning that this backbone network represents a bridge between (N&S) Central Europe (Austria, Germany, and Hungary) and South Europe (Turkey, Greece). Network Data center is in the Belgrade, while main nods are in Novi Sad, Batočina, Nič and Vranje (ECI networking equipment). Local metro network spreads in Belgrade municipalities: Novi Beograd, Palilula, Savski Venac, Voždovac, Vračar and Zvezdara. Currently Targo Telekom has residential users, 149 SME users and 16 LME users, but with instant possibility to connect new users. It should be stressed that subject of sale are claims held against the Company, therefore for all relevant data regarding Targo Telekom bankruptcy trustee would need to be contacted, but bankruptcy trustee is not oblige to provide the documentation. 2. Tendering procedure The binding offer collection procedure is coordinated by the Seller. The call for offers is open to domestic and foreign natural persons and legal entities who have submitted offers for the purchase of claims under the conditions outlined below and who are permitted to acquire the claims described in this call for offers under applicable Slovenian law. The Seller will consider the incoming binding offers for the purchase of claims, sent by certified post, enclosed in a sealed envelope or parcel and sent to the following address: Družba za upravljanje terjatev bank, d.d., Davčna ulica 1, 1000 Ljubljana

2 marked DO NOT OPEN - OFFER FOR PURCHASE OF RECEIVABLES (NUBA). The reverse side of the envelope or parcel must state the bidder s name and surname or company name, and address. The deadline for submission of binding offers shall be , received at or before 14:00. The offer shall be considered to have been submitted in a timely manner if it has been delivered to the Seller s address by the aforementioned date, at or before 14:00 hours Contents of the binding offer For the purposes of the bidding procedure, Seller shall consider binding offers which have been signed by the bidder or the bidder s legal representative and contain the following mandatory elements: A. Buyer information: i. Bidder s name and surname or company name, permanent resident address or registered company address and tax number, ii. iii. Contact information of the bidder s authorized representative, Brief Bidder profile (short description of the bidder s business operations, including the volume of business, experience in real estate development projects, identity of the ultimate owner of the bidder, key financials (balance sheet and income statement for the last three years, or for the entire time in operation), iv. Declaration of the purpose for purchase of claims, v. Indication of the method of financing the intended purchase of claims, vi. Declaration confirming that the bidder is acting in their own name and on their own behalf, vii. Declaration of associations existing between the bidder and Company, wherein the bidder indicates whether or not it has any existing equity or management or any other interest vested in the Company, in terms of rules governing companies, or if the bidder has any existing associations with the owners or members of executive or supervisory bodies in the Company, or with any companies with existing equity or other associations with the Company or the owners or members of executive or supervisory bodies in such companies, or if such association had ever existed in the past ( Declaration of Non-association ), viii. ix. Statement about outstanding debts (existing or potential) the bidder has in relation to the Seller, wherein the bidder should describe whether it has any existing or potential debt to the Seller, Statement confirming that the bidder has all necessary internal and other permits required to make the offer, where the bidder must also list any potential additional permits they may require to purchase the claims. B. Net bid price for the purchase of claims, due date for payment, and (payment) financing method The potential buyer must clearly define the final net bid price of the claims held by the Seller against the Company (for example: the bid price for the purchase of claims held by the Seller against the company NUBA including accrued interest and accessory rights, amounts to EUR [ ] (say: [ ] EUR 00/100, net)). The bidder may offer only one bid price. The Seller reserves the right to set the opening bid price in the course of the proceedings. In such cases, the bid price may not be lower than the opening bid price. The Bidder must declare the due date for payment and the manner of payment, expressed in days following the signing of the contract on the sale of claims. In the submitted offer, the bidder must describe in detail the circumstances of the purchase of receivables, along with the proof or reasonable explanation that the bidder has or will have at their

3 disposal adequate funding for the purchase of the claims, at least in the amount of the bid price (for example: a statement from the bank confirming a bank deposit has been made to bidder s bank account, a statement from the bank confirming the purpose of financing, etc.), whereas the bidder must clearly state the actual source of funds to be used for the purchase of claims, including a declaration of the lawful origin of such funds. If funds for the purchase of claims are to be obtained from third parties: (i) the method of financing will need to be described in detail; and (ii) a binding and irrevocable statement will also need to be submitted by the third party which will provide the funds on behalf of the bidder, confirming that they have sufficient funds at their disposal to purchase said claims. The binding offer, along with the binding declarations regarding available funds, must be valid no less than 30 days form the expiration of the final date for submission of binding offers. If the bidder is a foreign legal entity, they must provide an extract from the relevant commercial register in which the company is registered as a legal entity, which has been translated into Slovenian Language by a certified translator. The offer must be submitted in either Slovenian or English. Each bidder may submit no more than one offer. In the event that the bidder should submit more than one offer, all offers submitted by the same bidder will be disqualified. C. Security deposit The Seller shall consider as valid all binding offers submitted by bidders who have paid a security deposit in the amount of EUR ,00 by at or before 14:00 hours at the latest into the account of DUTB d.d. open with UNICREDIT BANKA SLOVENIJA d.d. No.: SI , reference: , and enclosed a substantially complete and binding offer including Declaration of Non-association, all other required declarations and proof, along with the proof certifying they have made the security deposit in order. The security deposit is the cash sum presented by the bidder as confirmation of their acceptance of the obligation to execute the sale contract if they are successfully selected in the bidding process. 2.2 Due diligence It will be possible to carry out the due diligence process during the period between and (inclusive), until hours. The due diligence review shall be performed electronically, on a 24-hours-a-day basis. The Seller shall accept requests for information and reviewing documents in the due diligence process until hours on (inclusive). Eligibility to perform a due diligence review is conditional upon the payment of the security deposit into the Seller s bank account held with UniCredit banka d.d., number SI , SWIFT: BACXSI22, reference no , in the amount of EUR 50, The bidder must also provide Seller with bank account details for the return of the security deposit (interest-free) in case the bidder s offer for the purchase of claims is unsuccessful. The conditions for performing the due diligence review are as follows: 1. signing a Non-Disclosure Agreement, where the signatory s (Receiving Party s) signature will be certified by a notary public, which the Seller will send to interested bidders upon written request, 2. presenting proof that the security deposit was made in order. The Seller reserves the right to deny any individual bidder access to the documentation, without providing a reason, or to withhold, or prevent access to, specific information. Please note that for all relevant data regarding Targo Telekom, buyers should refer to and contact the bankruptcy trustee. However bankruptcy trustee is not obliged to provide any documentation.

4 2.3. Opening of the binding offers The opening of the binding offers shall not be public. The Seller may, but shall not be obligated to, make a decision on the most beneficial offer within 15 business days from the date when the deadline for submission of offers expires, and inform the bidders of its decision, however they shall not be required to provide an explanation of the decision. The Seller reserves the right to invite bidders to improve or supplement their bids, or to continue individual negotiations with all bidders, or with only some of the bidders. The Seller reserves the right to choose no bidder, or reject all submitted offers, and shall not be obligated to sign any agreement or contract with any of the bidders with regard to their participation in the procedure involving the sale of claims. 3. Signing the Agreement The Seller shall sign with the best bidder an agreement on the sale and assignment of claims within 15 days of the final decision on the selection of the bidder. The Agreement will also include a top-up clause (payment of the difference of the paid purchase price and the higher purchase price achieved in a subsequent sale) and a Re-sale clause (preventing the buyer from selling the claims and the Equity Stake to specific related parties for a period of 5 years). The best bidder will be chosen based on the following criteria: final offered price for the purchase of claims, the payment deadline and payment method. The Seller will determine whether the bid is suitable at its own discretion. In the event that multiple bidders should offer the same price, individual negotiations may be conducted with such bidders, with the same offer selection criteria used for all such bidders. In the event that the sale agreement is executed, the paid security deposit shall be deemed as a goodfaith down payment made in earnest, confirming that the sale agreement is duly executed, and shall count towards the buyer s obligation to payment of the purchase price under the sale agreement. Timely payment of the purchase price will be considered an essential element of the agreement on the sale and purchase of claims. In the event that the buyer should fail to make the agreed timely payment of the remaining amount of the purchase price (total purchase price including the down payment), the agreement shall be deemed rescinded and the Seller shall keep the paid down payment. In the event that the bidder chosen by the Seller should fail to sign the agreement on the sale of claims within the deadline stipulated in the first paragraph of this Article 3. Signing the Agreement, the bidder shall be required to pay the Seller a contractual penalty for default on the obligation to sign the contract agreement in the amount corresponding to the paid-in down payment. In such case, the payment of the down payment shall count as payment of the contractual penalty and the Seller shall retain the paid-in down payment. In such cases, the Seller shall have the right (but not the obligation) to enter into an agreement with the bidder having submitted the second- or next-best binding offer, without having to repeat the invitation to tender for the purchase of claims. The bidders whose offers have been found unsuitable by Seller or those that have submitted offers but were not selected by the Seller will be reimbursed the full amount of the security deposit in a lumpsum payment, interest-free, no later than by the third business day from the deadline for signing the agreement on the sale and assignment of claims, all of the foregoing subject to the condition that the bidder had previously presented to the Seller a written statement with bank account details indicating where the security deposit is to be repaid. In the event that the written statement is submitted later, the interest-free amount of the security deposit shall be repaid no later than by the third day after the

5 statement has been submitted with an indication of the bank account where the security deposit is to be repaid. As a rule, the transfer of claims will be finalized after the purchase price has been paid in full, in accordance with the agreement. All taxes, fees and any other duties incurred in connection with the transfer/sale of claims, including any notarial fees, shall be paid by the best bidder - the buyer. Claims are sold on an as-is basis, whereby all Seller s claims, including charges and accrued interest and accessory rights, to the full extent of the law, shall transfer onto the buyer. The Seller reserves the right not to sign the contract with any bidder or sign it under conditions different from those described in the public call for offers. 4. Other Bidders shall cover the costs of their participation in this public call for offers, or the public invitation to submit offers for the purchase of claims/process of selling claims, as well as any associated costs, regardless of the outcome of the public tendering procedure. The Seller reserves the right to change the proceedings and terms of sale of the claims. By participating in the public tendering procedure (i.e. by submitting offers), b idders confirm their agreement with the terms of the procedure. The agreement on the sale and assignment of claims shares shall be made in the form of a directly executable notarial deed or in another form, insofar as it is stipulated by law or expressly requested by Seller in its own discretion. 5. Right of cancellation and exclusion of the Seller s liability The Seller reserves the right to change the process, individual steps involved, or other elements of the procedure, and may interrupt or terminate the bidding process, the sale process or the negotiations, at any time, whereas the Seller is released of all responsibility and the bidders shall have no claims against the Seller in this regard. The Seller reserves the right not to sign the contract with any bidder in subsequent stages of the claims sale procedure. The Seller s liability is entirely excluded. 6. Additional information Potential bidders seeking further information may contact Seller s representative, Mr. Bor Vošnjak, tel. no.: , bor.vosnjak@dutb.eu. 7. Applicable Law and Jurisdiction This public tendering procedure or this publication, procedures involved in this call and the process of collection of offers shall be subject to the laws of the Republic of Slovenia. In the event of any disputes, the matter shall be resolved by the competent court in Ljubljana. This call for binding offers is made in Slovenian and English language. In the event of discrepancy between the two language versions, the Slovenian version shall prevail.

6 Seller: Družba za upravljanje terjatev bank, d.d. Chief Executive Director: Imre Endre Balogh, PhD