CALL FOR BIDS TO PURCHASE CLAIMS

Transcription

1 CALL FOR BIDS TO PURCHASE CLAIMS Družba za upravljanje terjatev bank, d. d., Davčna ulica 1, 1000 Ljubljana, (hereinafter: Seller ) hereby publishes this call for bids in its own name and for its own account in reference to the purchase of the Seller s portfolio of claims arising from business relationships entered into with legal entities. 1. Subject of the sale The subject of this call for bids are claims held against 23 legal entities arising from loans, financial leasing contracts, guarantees and bank accounts. The subject of the sale are the claims listed above (hereinafter referred to as: Claims ), including accrued interest and accessory rights, whose combined value per 31 July 2018 amounts to 113,348, EUR. Some of the existing collaterals (mostly real estate) pledged to secure the Claims are subjects of various legal proceedings. Data for specific claims is available in the virtual data room (subject to terms described in Point 5). The bidder may place a bid to purchase claims against one, two or more debtors, or for the entire package. If the bid refers to the purchase of claims against two or more debtors, the bidder must separately specify the bid price for claims against each individual debtor. The bidder may only place a bid on the entire exposure against one bidder, rather than on specific list of claims against a single debtor. The aforementioned amount of the claims shall be increased by the charges, accrued interest and other fees from 31 July 2018 until the contractually agreed date, and decreased by any repayments made in the same period. 2. Tendering procedure The process of the sale shall be conducted by the Seller. The claims sale process shall be open to domestic and foreign natural persons and legal entities which have submitted their bids for the purchase of claims in accordance with the conditions outlined below. The seller will consider the incoming indicative offers for the purchase of claims, sent by certified post, enclosed in a sealed envelope or parcel and sent to the following address:

2 Družba za upravljanje terjatev bank, d.d., Davčna ulica 1, 1000 Ljubljana, marked: DO NOT OPEN - BID FOR PURCHASE OF SME CLAIMS The reverse side of the envelope must state the bidder s name and surname or company name, and address. The deadline for submission of non-binding bids shall be 10 October 2018, received at or before 14:00. The bid 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. 3. Contents of the non-binding bid For the purposes of the bidding procedure, Seller shall consider non-binding bids which have been signed by the bidder s legal representative and contain the following elements: A. Bidder information: i. bidder s name and surname or company name, permanent resident address or registered company address, tax number (for legal entities); ii. bidder s authorized person s contact information; iii. description of the purpose of the purchase of the claims; iv. statement attesting to the fact that the bidder has all internal and other authorizations required to submit a binding bid, as well as a description of all circumstances surrounding the granting of consents from competent authorities which may be required to validate the purchase of the claims; v. brief description of the bidder s business activities and basic financials - balance sheet and income statement for the past three years, or the entity s entire period of operation, if shorter; vi. a formal statement confirming that no winding-down, bankruptcy, compulsory settlement or other insolvency or restructuring procedure has been initiated against the bidder; vii. statement that the bidder is acting in their own name and on their own behalf; viii. 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, whereas the extract from the relevant registry may be older than 30 days.

3 B. Statement about the circumstances of the financial purchase or method of financing: i. description of the method for financing, ii. proof or reliable explanation that the interested party has or will have at its disposal adequate funding at least in the amount offered by the interested party in its binding bid (for example: a statement from the bank confirming a deposit has been made by the interested party, a statement from the bank confirming the intent of financing, etc.), iii. explicit description of the actual source of funding for the purchase (including the amounts financing using the bidder s own capital and amounts financed through borrowing from third-party sources (banks, etc.)). C. Statement about any outstanding debts (existing or potential) the potential investor has in relation to the BAMC, wherein the interested party should describe whether it has any existing or potential debt to the BAMC. D. A declaration that there is no legal impediment to execute the Agreement on the Sale of Claims in the sense of Article 13 of the Act Defining the Measures of the Republic of Slovenia to Strengthen Bank Stability (ZUKSB - Official Gazette of the Republic of Slovenia, no. 105/2012, 63/2013, 23/2014 and 104/2015), specifically that the bidder is not: Templates of all statements are predefined by BAMC and are available on BAMC s website ( KYC Forms E. Price for the purchase of claims, due date for payment, and payment method The bidder must clearly define the bid price for the purchase of claims (for example: The offered price to purchase the package of the claims the Seller holds against an individual debtor, including accrued interest and accessory rights, is EUR [ ] (say: [ ] euros 00/100). In the event that the bid refers to a package of claims, or if it refers to the purchase of claims against two or more debtors, the bidder must specify the price for each individual claim included in the package of claims being sold. In the bid, the bidder must describe the circumstances of the purchase of claims, along with the proof that the potential investor has or will have at their disposal adequate funding for the purchase of the claims, whereas the potential investor must also specify the actual source of the funding for the purchase of claims (for example: a statement from

4 the bank confirming a bank deposit has been made by the potential investor, a statement from the bank confirming the purpose of financing, etc.). Bids must be submitted in Slovenian or English. Each bidder may submit no more than one bid for the purchase of the claims. In the event that the bidder should submit more than one purchase bid, all bids submitted by the same bidder will be disqualified. 4. Opening of the non-binding bids The opening of the indicative offers shall not be public. The seller will make a decision about the validity of non-binding bids received within 3-4 weeks after expiration of the deadline for submissions and inform the bidders of its decision in writing. Bidders whose non-binding bids are deemed suitable at the Seller s sole discretion shall be invited to take part in subsequent stages of the claims sale process and will be provided the instructions about the subsequent steps. The seller reserves the right to also invite bidders having submitted valid non-binding bids after the deadline for submission of non-binding bids to take part in subsequent stages of the sale procedure. 5. Due diligence Bidders (including those submitting indicative bids) will have the option of carrying out a due diligence review of the underlying documents relevant to the claims, subject to signing a NDA. The extent of the due diligence process shall be entirely within the Seller s discretion. The due diligence process will take place in the virtual data room and it will be possible to conduct it during the period between 14 September 2018 and 30 November 2018 (inclusive), until hours. The due diligence review shall be performed by electronic means, on a 24-hours-a-day basis. 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. 6. Binding offers collection The Seller shall continue the claims sale process with selected bidders who correctly submitted binding bids with the relevant contents, as specified for non-binding bids in

5 indents A through E of the first paragraph of Point 3 of this public call for bids, with the following changes: i. The Bidder must declare the due date for payment, expressed in days following the signing of the contract on the sale of the claim. If the final due date for payment falls on a public holiday, the first business day to follow shall count as the final date for payment; ii. The bidder must submit a statement concerning associations between the bidder and debtors the claims concern, wherein the bidder indicates whether or not it has any equity or administration or any other interest vested in the debtors the claims concern, in terms of rules governing companies, or if the bidder has any associations with any companies with equity or other associations with the debtors the claims concern or the owners owners or members of executive or supervisory bodies in such companies, or if such association had ever existed in the past (conflicts of interest statement); iii. The bidder must describe in detail the planned method of financing the purchase of receivables, as well as payment dynamics. 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 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; iv. Identity of the bidder s ultimate beneficial owner; v. The bid must unequivocally state that it constitutes a binding bid. The binding bid, along with the relevant statements, must be valid at least 90 days after the submission date. 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 marked DO NOT OPEN - BID FOR THE PURCHASE OF SME CLAIMS. The reverse side of the envelope must state the bidder s name and surname or company name, and address. The deadline for submission of binding bids shall be 30 November 2018, received at or before 14:00 hours. The bid 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.

6 A condition for the Seller to consider a binding bid as valid is that the bidder has made a 100, EUR security deposit by 29 November 2018 at the latest, deposited to the Seller s Unicredit banka d.d. account no.: SI , SWIFT BACXSI22, reference no. SI The seller shall return the security deposit (not subject to interest) to unsuccessful bidders, to the transaction account from which the bidder paid the security deposit. Bids must be submitted in Slovenian or English. No more than one bid may be submitted by each bidder. In the event that the bidder should submit more than one bid, all bids submitted by the same bidder shall be disqualified. 7. Opening of the binding bids The opening of the binding bids shall not be public. The seller shall make a decision about the adequacy of received binding bids submitted in due time, within 3-4 weeks after expiration of the deadline for bid submissions, and shall inform the bidders of its decision in writing. The seller shall not be obligated to justify its decision. 8. Signing the Agreement Within 60 days of expiration of the deadline for submission of binding offers, the Seller may, but is not obligated to, select the bidder who has submitted the most beneficial of suitable offers ( the winning bidder ) and sign an agreement on the sale and transfer of claims (hereinafter referred to as: Agreement ). 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 claim Purchase Agreement shall 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 (whereby the Buyer undertakes not to sell the claims to specific related parties for a period of 5 years, as stipulated in the Act Defining the Measures of the Republic of Slovenia to Strengthen Bank Stability-ZUKSB), and a provision stating that the Seller may publicize the sale of claims and disclose the Buyer s identity. The bidder will be selected based on the following criteria: final bid price for the purchase of claims, method of financing and provisions regarding the contents of the agreement on

7 the sale and purchase of claims. The seller will apply its own discretion to determine whether the bid is suitable. In the event that multiple bidders should offer the same price, individual negotiations shall be conducted with such bidders, with the same bid selection criteria used for all such bidders. The Seller reserves the right to choose no bidder, and shall not be obligated to execute any agreement or contract with any of the bidders regarding their participation in the procedure involving the sale of claims. The security deposit shall constitute part of the purchase price and shall be considered equivalent to a down payment after the Agreement has been signed. The Agreement shall be executed in Slovenian. Timely payment of the purchase price shall be considered an essential element of the Agreement. In the event that the buyer should fail to pay the remaining amount of the purchase price (total purchase price minus the security deposit/down payment), the agreement shall be deemed rescinded and the Seller shall keep the paid security deposit/down payment. If the bidder selected by the Seller should fail to sign the Agreement within 15 days of receiving the Seller s invitation to do so, the security deposit shall be retained by Seller (i.e. it shall not be reimbursed to the selected bidder). 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 bids have been found unsuitable by Seller or those that have submitted bids but were not selected by the seller will be reimbursed the full amount of the security deposit, interest-free, no later than by the third business day from the deadline for signing the Agreement, and the sum shall be paid back into the bidder s bank account from which the security deposit was paid. In such a case, the security deposit shall not be considered as a down payment and the non-selected bidder is not entitled to demanding double the security deposit in compensation for not being selected. In accordance with the Agreement, the transfer of claims will be finalized after the purchase price has been paid in full. All taxes and charges incurred in connection with the transfer/sale of the claim, including any notarial fees, shall be paid by the winning bidder - the buyer. Claims are sold on an as-is basis, whereby all Seller s claims which will be the subject of the sale, including charges and accrued interest and accessory rights, to the full

8 extent of the law, shall transfer onto the buyer. The Seller only guarantees for the existence of claims, but not the existence and recoverability of the collateral. If the buyer of the claims is a foreign legal entity, it must provide to the Seller its unique IF number (registration number) for the purpose of drafting the contract. This number is assigned by the AJPES Slovenian Business Register. If the buyer of the claims is a foreign individual they must present their unique citizen identification number (EMŠO). 9. Other Bidders shall cover the costs of their participation in the public invitation to tender for the purchase of claims or in the 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 revise the proceedings and conditions involved in the sale of receivables. This public bidding procedure shall be conducted in Slovenian. Seller may also choose to publish or present individual documents in English language, as well. By participating in the public tendering procedure, bidders consent to the terms of the procedure. 10. 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 the collection of bids, selling or negotiations, 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 Agreement with any bidder. The Seller s liability for damages is entirely excluded. 11. Additional information Potential bidders seeking further information may contact the Seller s representative: Ms Saša Vergan Klabjan, tel. no.: , sasa.vergan-klabjan@dutb.eu. 12. Applicable Law and Jurisdiction

9 This public tendering procedure or this publication, procedures involved in this call for tenders, collection of bids and the agreement on the sale of Claims 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 is published in Slovenian and English language. Družba za upravljanje terjatev bank, d.d.