RULES OF COMPETITIVE TENDERING FOR THE SALE OF REAL PROPERTY OR JOINT VENTURE OR LEASE

Transcription

1 RULES OF COMPETITIVE TENDERING FOR THE SALE OF REAL PROPERTY OR JOINT VENTURE OR LEASE A. The Object of the Procedure This invitation to join in the competitive tender and negotiations concerns the sale by Agencja Rozwoju Pomorza S.A. (hereinafter ARP S.A. ) or ARP SA s in-kind contribution to a joint venture or the lease (for the purposes of these Rules the options hereinafter jointly referred to as Sale ) of the following: - ownership title to the cadastral lots Nos. 471/2 and 471/1, both totalling to 1,172 sq.m. in area, for which District Court Gdańsk-North in Gdańsk maintains land and mortgage register number GDI G/ /6, both built-up with listed heritage townhouses sized 3,306 sq.m. in aggregate usable floor area, entered in the h i s t o r i c s i t e r e g i s t e r a n d l o c a t e d a t L o n g M a r k e t [ Długi Targ], - ownership title to the cadastral lots Nos.: 474/18 sized 251 sq.m., 474/23 sized 210 sq.m., and 474/24 sized 2,503 sq.m., for which District Court Gdańsk-North in Gdańsk maintains land and mortgage register number GDI G/ /5, located in Gdańsk in the quarter delimited by Mieszczańska, Ławnicza 2, and Ogarna Streets hereinafter jointly referred to as the Real Property The Management Board of ARP S.A. and the advisor supporting ARP S.A. in the preparation of the Real Property Sale process (PwC Polska sp. z o.o. hereinafter PwC ) invite non-binding and firm tenders with respect to the Sale of the Real Property. The tenders should comprise the entire Real Property specified above; partial tenders shall not be accepted. Variant tenders are permissible. B. The ARP S.A. and PwC Contact Data valid for the Process of Real Property Sale Agencja Rozwoju Pomorza S.A. ul. Grunwaldzka 472D Gdańsk Contact persons: Rafał Dubel, Vice-President of the Management Board, Financial Director; c-mail: rafal.dubel@arp.gda.pl PwC Polska sp. z o.o. Al. Armii Ludowej Warszawa Krzysztof Sakierski, T: , Fax.: , krzysztof.sakierski@pl.pwc.com C. The Stages in the Real Property Sale Process The Sale of the Real Property shall be governed by these Rules. The Sale of the Real Property shall be held in the form of: (i) a written open competitive tender and invitation to negotiations, or (ii) a written open tender, or (iii) an oral open tender depending on APR S.A. s decision to be made on completion of Stage

2 I, and shall be conducted in the following stages: Stage I will consist, in particular, in the receipt of the non-binding tenders for the Sale of the Real Property, shortlisting of the investors qualifying for the next stage, ARP S.A. s choice of the type and course of the procedure at Stage II (tender negotiations, written open tender, oral open tender); the decision of the form of the proceedings to be adopted at Stage II rests solely with ARP S.A., and the entities interested in joining in this Sales process accept it unconditionally. Stage II will consist, in particular, in studies of the Real Property and the interested investors submission of firm tenders for the Sale of the Real Property, (i) the tender negotiations with the investors, or (ii) the oral or written open tender, and the closure of the Real Property Sale transaction with the selected investor. Stage I will include the following steps: 1. PwC s provision of the Information Memorandum to the Investors, containing the core facts picturing the Real Property. The Memorandum will be provided in response to the respective inquiry placed with PwC, within 2 business days after PwC receives the containing the inquiry (address: krzysztof.sakierski@pl.pwc.com) or the inquiry letter sent to the address indicated in section B of these Rules. 2. Visits on site by the interested entities on the date(s) pre-agreed with ARP S.A. or PwC. 3. Submission of the following documents by the interested investors: 3.1. the non-binding tender (produced to the indicated template) for the purchase of the Real Property, indicating the proposed purchase price, payment terms, sources of funds to pay the price (own funds, bank loan, etc.), and other vital terms of the proposed transaction, AND/OR 3.2. the non-binding tender (produced to the indicated template) for the pursuance of a joint venture on the Real Property, indicating the amount of the capital to be invested, describing the proposed investment projects, the financial terms, and other vital terms of the investor s and ARP S.A. s participation in the proposed venture, the organisational and legal structure of the proposed venture, OR 3.3. the non-binding tender (produced to the indicated template) for the lease of the Real Property, indicating the rent, other vital financial parameters, the term of the lease agreement, AND 3.4. documents presenting the investor, including: the investor s basic data and information on his activities, plus documents verifying the data, i.e.: the company s deed of incorporation/statute, up-to-date excerpts of the relevant business register, certificate of the tax authorities to attest no overdue tax liabilities (issued no later than 3 months before the date of submitting the non-binding tender), the investor s financial statements for the last 3 full financial years, the investor s experience in the trade he represents (especially a description of the project similar to the one proposed, completed in Poland and in other countries should the tender concern a joint venture), the list of persons authorised to act in the investor s name (originals of the power of attorney instruments), other information the tenderer deems significant, the names, telephone numbers, and addresses of the persons to be contacted to enquire about the submitted documents, foreign investors, just as domestic entities, are requested to provide the investor s basic data and information on his activities, plus documents verifying the data, issued by the agencies competent in their countries, the payment slip confirming the effected transfer of tender security deposit of PLN 100,000 (say: one hundred thousand zlotys) paid in the Polish currency to the ARP S.A. s account indicated in section H of these Rules, the confidentiality covenant the sample of which is appended to these Rules.

3 Should PWC come to deem the above documents insufficient, it reserves the right to request that the investor submit further necessary documents by the set date. The investor s failure to provide the documents by the deadline may result in his exclusion from further procedure. The non-binding tenders and the documents presenting the investor shall only be accepted, if submitted in the Polish language (or translated to the Polish language by a certified translator). The documents submitted by the investor should be signed by his authorised signatory (signatories). The non-binding tender appended with the documents presenting the investor should be submitted on or before 16 December 2016 by hours, Polish time ( Tender Submission Deadline ) with PwC at the address indicated in section B of these Rules. The documents should be submitted in a sealed, opaque envelope entitled: Oferta niewiążąca w ramach I Etapu procesu Zbycia Nieruchomości [Non-Binding Tender, Stage I in the Real Property Sale Process]. The envelopes containing the tenders shall be opened no later than on the business day immediately following the Tender Submission Deadline in the presence of at least one representative of both ARP S.A. and PwC. Once the documents have been reviewed for formal compliance, the investors shall be notified of their shortlisting for or exclusion from Stage II. The notifications shall be distributed among the investors within 30 days following the Tender Submission Deadline. Stage II will include the following steps: 1. Provision of the investors shortlisted to enter Stage II with detailed information on and the principles to govern (i) tender negotiations OR (ii) oral open tender OR (iii) written open tender for (i) the sale of the Real Property OR (ii) joint venture OR (iii) lease of the Real Property. 2. Provision of full information on the Real Property, 3. Familiarisation of the investors shortlisted for Stage II with the legal status and actual condition of the Real Property, 4. Meetings between the investors and the Competition Jury, authorised employees and other representatives of ARP S.A., PwC included, 5. Legal and technical audit of the Real Property, Submission and preparation the firm tender (binding tender) by the potential investors should ARP S.A. opt for the Sale process in the form of tender negotiations: 1. The tender should be produced in the Polish language, and if the original tender is produced in a foreign language, it should be appended with translation into the Polish language done by a certified translator and signed by the authorised signatory (signatories) of the tendering entity, 2. The tender should be submitted in a sealed, opaque envelope entitled: Oferta wiążąca w ramach II Etapu procesu Zbycia Nieruchomości [Firm Tender, Stage II in the Real Property Sale Process] and the tendered identified thereon, to the PwC address indicated in section B of these Rules, by the date specified in the notification given to the investors upon the closure of Stage I. 3. The firm tender should specify the terms offered by the investor, and in particular: 3.1. if the tender offers purchase of the Real Property: the purchase price, payment terms, and payment security instruments, the sources of funds earmarked for the price (own funds, bank loan, etc.), and other vital terms of the proposed transaction, AND/OR

4 3.2. if the tender offers pursuance of a joint venture on the Real Property: the amount of the capital to be invested, a description of the proposed investment projects, the financial terms, and other vital terms of the investor s and ARP S.A. s participation in the proposed venture, the organisational and legal structure of the proposed venture, OR 3.3. if the tender offers lease of the Real Property: the rent in PLN or EUR, other vital financial parameters, the term of the lease agreement, AND 3.4. the tender validity date, and a declaration of the unconditionally binding nature of the tender, AND 3.5. written instruments of powers of attorney with the signatures thereon authenticated by a notary public, if the tender is signed by anyone not named in the purchaser s registration documents, AND 3.6. any other issues the investor deems significant in the context of his tender. 4. Review and evaluation of the tenders by the Competition Jury in terms of their formal compliance and content: 4.1. meetings between the Competition Jury and the investors who have submitted their firm tenders, 4.2. recommendation of the Competition Jury to the Management Board as to the selection of the investor, 4.3. selection of the Investor by the Management Board of ARP S.A., 4.4. acceptance (initialling) of the draft agreement by the investor and the ARP S.A. Management Board, 4.5. obtaining of approval of the Real Property purchase price and Sale terms from the ARP S.A. Supervisory Board and (if needed) from the Board of the Pomeranian Voivodship, 4.6. signing of the agreement (in the event it is necessary to obtain consent to the purchase of the real property by a foreign entity from the Minister of Home Affairs, the agreement will first be signed as the conditional instrument, and once the consent has been obtained as the final instrument). 5. The Management Board of ARP S.A. reserves the right to request clarification of the content of the tenders submitted and other information necessary to evaluate the tenders. The ARP S.A. Board further reserves full freedom in its selection of the entities for negotiations, the right to withdraw from the negotiations without stating the reasons, and the option to alter the principles or mode of negotiations, as well as the right to cancel or invalidate the proceedings at any stage without stating the cause. Instructions on the submission and preparation of the firm tender (binding tender) by the potential investors selected by ARP S.A. upon the close of Stage I in the Sale process to be held in the form of an oral or written open tender shall be given in the notifications sent to the investors shortlisted for Stage II within 30 days after the Tender Submission Deadline. D. The Competition Jury Stage II of the real property sale process shall be conducted by the Competition Jury appointed by the ARP S.A. Management Board. The works of the Competition Jury will be subject to approval by the ARP SA Management Board which shall select the investor having considered the recommendations from the Competition Jury; the Management Board shall also initial the draft agreement. E. The Place of Negotiations or Tender Procedure The negotiations (should ARP S.A. opt for Selling the Real Property in the tender procedure) or the open tender will be held at the registered address of Agencja Rozwoju Pomorza S.A. at: ul. Grunwaldzka 472D in Gdańsk. F. The Requirements Binding on the Participants in the Negotiations The negotiations are open to domestic and foreign entities or groups of such entities. In the event the

5 negotiations are entered in by a group of entities, it will be required to name the legal or natural person being the authorised representative of those entities. Participation in the competition and negotiations is barred to all members of the Competition Jury, organisers of these proceedings, as well as their spouses, children, parents, and brothers and sisters. G. Acting through an Attorney-in-Fact Domestic and foreign entities or groups of such entities can proceed to the negotiations via their attorneysin-fact. The person acting as the attorney-in-fact shall be obliged to provide a notarised written instrument of power of attorney issued by the investor (and translated to the Polish language by a certified translator), specifying: (i) identity of the attorney-in-fact: first name and surname, corporate name, tax identity (NIP number), business identity (REGON number), (ii) identity of the investor as above, (iii) the scope of the power of attorney, (iv) the validity date of the power of attorney. Attorneys-in-fact can be appointed by the investor in any desired number. H. Tender Security Deposit and its Return 1. The tender security deposit required to enter into Stage I of the Real Property Sale process is set at PLN 100,000 (say: one hundred thousand zlotys). 2. Payment of the tender security deposit is prerequisite for the investor s non-binding tender submitted at Stage I to be taken into account and for the investor himself to be admitted to Stage II. 3. The tender security deposit should be paid to the bank account of Agencja Rozwoju Pomorza S.A. with mbank S.A.: account number: The tender security deposit shall be deemed effectively paid on the day it is credited to ARP S.A. s bank account. 4. Once the investor is selected, the tender security deposit he has paid shall be set off against the price / capital to be contributed to the joint venture / rent. 5. The tender security deposits paid by all other investors shall be returned to them within 14 days after the event which makes them owing and due, to the accounts from which they were originally transferred, if: 5.1. the tender is abandoned, 5.2. the tender is cancelled, 5.3. the winner of the tender is selected, except for the winner s deposit. though no later than before the lapse of 90 days after the Firm Tender Submission Deadline indicated in section C of these Rules. 6. Should the selected investor not sign the purchase agreement / joint venture (or equivalent) agreement / lease agreement upon its approval and initialling, or should the agreement not be signed for causes resting with the investor (the latter including evasion from doing so), the tender security deposit paid shall be forfeited to the benefit of ARP S.A.

6 Investment Offer Sale, joint venture on, lease of the real property at: Gdańsk, Długi Targ 1-10 Agencja Rozwoju Pomorza S.A. domiciled in Gdańsk (hereinafter: ARP S.A. ) announces a competitive written tender for the sale of or establishment of a joint venture, or the lease of a complex of built-up lots located in the most prestigious quarters of Gdańsk, i.e. in the Main City at 1-10 Long Market. The procedure concerns: ownership title to the cadastral lots Nos.: 471/2 ( ha) and 471/1 ( ha) for which District Court Gdańsk-North in Gdańsk maintains land and mortgage register number: GD1 G/ /6, built up with listed heritage townhouses totalling 3,306 sq.m. in usable floor area, at 1 10 Długi Targ Street [Long Market], ownership title to the cadastral lots Nos.: 474/18 ( ha), 474/23 ( ha), and 474/24 ( ha), for which District Court Gdańsk-North in Gdańsk maintains land and mortgage register number GD1 G/ /2, located in Gdańsk in the quarter delimited by Long Market, Mieszczańska, Ławnicza, and Ogarna Streets. The competitive tendering is split into two stages: Stage I: submission of non-binding tenders on or before 16 December hours, Stage II: submission of firm tenders by the date set by the ARP Management Board upon prior notification of the potential investors shortlisted for Stage II. Please, note the following reservations: ARP S.A. enjoys complete freedom in its selection of the declarations submitted at Stage I of the procedure and of the firm tenders, the seller retains the right to call off or cancel the procedure at any stage without giving the reasons. The Rules of the Competitive Tendering integrally incorporated in this announcement are available at and Please, address your enquiries (also for the provision of the Information Memorandum on the real property) at: PwC Polska sp. z o.o. Al. Armii Ludowej Warszawa Krzysztof Sakierski, T: , krzysztof.sakierski@pl.pwc.com Krzysztof Dudek, T: , krzysztof.dudek@pl.pwc.com

7 Confidentiality Covenant In my(our) capacity of the person(s) representing the purchaser, I(we) covenant I(we) shall keep confidentiality and secrecy of all physical and legal facts relating to the real property owned by Agencja Rozwoju Pomorza S.A. and being the object of this competitive tender, as well as of any information on Agencja Rozwoju Pomorza S.A. I(we) am(are) aware that should the above principle be violated, this may result in a claim for fair liquidated damages sought against the entity I(we) represent or from me(us) personally.., this