Pursuant to the Article 26 of the Law on Privatization ("Official Gazette of RS" nos. 83/14, 46/15, 112/15 and 20/16 - Authentic interpretation), Article 5 of the Decree on conditions, procedure and manner of sale of capital and assets by method of public collection of bids with subsequent public bidding ("Official Gazette of RS" nos. 122/14, 61/15, 12/16 and 68/17), Conclusion of the Government of the RS 05 no. 023-6389/2017-1 dated 11 July 2017, Conclusion of the Government of the RS 05 no. 023-7344/2017-1 dated 4 August 2017 and Decision of the Supervisory Board of Srbijagas Novi Sad regarding the sale of shares of Galenika JSC Belgrade no. 01-04-19/77-1 dated 30 August 2017, the Ministry of Economy (hereinafter: Ministry) announces:
PUBLIC INVITATION
for participation in the procedure of public collection of bids with subsequent public bidding for equity sale of the Joint Stock Company Galenika for production of medicines, dentals, antibiotics, pharmaceutical raw materials, para-pharmaceutics, veterinary products and additives Belgrade (Zemun),
Procedure code: JP 5/17
The Ministry hereby invites interested parties for participation in privatization process of the Joint stock company Galenika for production of medicines, dentals, antibiotics, pharmaceutical raw materials, para-pharmaceutics, veterinary products and additives Belgrade (Zemun), (hereinafter: Privatization Entity) via equity sale model, by method of public collection of bids with subsequent public bidding (hereinafter: Procedure), to submit their applications for participation in the Procedure (hereinafter: Application).
1. Qualification requirements for participation in the Procedure
Domestic and foreign legal entity will have the right to participate in the Procedure, if it meets the following requirements:
- It produces pharmaceutical products as its core activity, and
- It has achieved operating revenues of at least EUR 300,000,000.00 (in words: three hundred million Euro) in the last fiscal year, on a stand-alone or on a consolidated basis.
The fulfillment of qualification requirements can be proven through a legal entity with which the participant is connected with at least 25% of the capital, directly or indirectly.
Procedure for proving the fulfillment of qualifications requirements is specified in Instruction to Bidders.
2. Information about the Privatization Entity
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Business name: |
Joint stock company Galenika for production of medicines, dentals, antibiotics, pharmaceutical raw materials, para-pharmaceutics, veterinary products and additives Belgrade (Zemun) |
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Registered seat: |
Batajnički drum bb, Belgrade (Zemun) |
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ID no.: |
07726325 |
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Core activity: |
Production of pharmaceutical products |
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Shareholding structure (CSDCH) |
2,389,036 shares CFI code ESVТFR, ISIN no: RSGLNKE09529, of which: 1,730,400 shares (72.43089% of capital) owned by the Republic of Serbia; 358,636 shares (15.01175% of capital) owned by JP Srbijagas Novi Sad; 150,187 shares (6.28651% of capital) owned by the Shareholders’ fund JSC Belgrade; 149,813 shares (6.27086%) owned by other shareholders. |
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Registered share capital (SBRA) |
Inscribed pecuniary capital 25,276,000,880 RSD Paid in pecuniary capital 25,276,000,880 RSD 25.08.2017 |
3. Description and value of the subject of sale
Subject of sale is the Block of shares composed of 2,239,223 shares CFI code ESVТFR, ISIN no. RSGLNKE09529, of which 1,730,400 shares or 72.43089% of capital is owned by the Republic of Serbia, 358,636 shares or 15.01175% of capital is owned by JP Srbijagas Novi Sad and 150,187 shares or 6.28651% of capital is owned by the Shareholders’ fund JSC Belgrade, which represents 93.72914% of the total Privatization Entity’s capital.
According to the certified appraiser’s report, the total estimated value of capital which is offered for sale as at 31 December 2016 is negative EUR 151,738,212.94.
RS Government rendered the Conclusion 05 no. 023-7344/2017-1 dated 4 August 2017 by which the state creditors are obliged to write-off the Privatization Entity’s and its subsidiaries’ debt as of 31 December of the last fiscal year, if the Privatization Entity’s capital is sold within privatization procedure.
4. Starting price
Starting price for the Block of shares offered for sale is 1 EUR.
Currency of payment shall be Euro (EUR) or dinar (RSD - equivalent calculated at the average exchange rate for the euro by National Bank of Serbia on the payment date).
Buyer will be obliged to recapitalize share capital of Privatization entity in the amount of EUR 25 million which will be used to settle liabilities to financial creditors, in accordance with Sales Purchase Agreement.
5. Deadline and manner of Application submission in the Procedure
Interested parties may submit their applications for participation in the procedure at the latest by 2 October 2017 until 12:00 (local time in the Republic of Serbia).
The application shall be submitted in a closed envelope together with the offer, all in accordance and in the manner set forth in Instructions to Bidders.
Only timely and complete applications will be considered.
6. Purchase of the Sales Documents
Sales Documents include:
- Confidentiality Agreement
- Privatization documents
- Instruction to Bidders
- Procedure Application form
- Draft Sales Agreement
The Sales Documents Fee is RSD 250,000.
A written request for purchase of the Sales Documents (hereinafter: Request), shall be submitted to the Ministry in writing by mail to the address Kneza Miloša no. 20, 11000, Belgrade, Republic of Serbia and via e-mail to the addresses nadezda.curcic@privreda.gov.rs and sanja.grubic@privreda.gov.rs, with clear reference "Request for Purchase of Sales Documents - procedure code JP 5/17“, at latest until 20 September 2017 until 12.00 h (local time in the Republic of Serbia).
The Request must contain all the contact details of the Applicant (full name, address, registration number, tax identification number, e-mail address and telephone number), or it shall otherwise be considered irregular and the Ministry will not respond to it.
Upon receipt of the Request, the Applicant’s authorized person shall be provided via e-mail with the payment instructions and the Confidentiality Agreement for execution.
After payment of the Sales Documents Fee, submission to the Ministry of duly signed Confidentiality Agreement and evidence on authorization for the person that signed the Confidentiality Agreement, the Ministry shall deliver to Applicant the Sales documents at the Ministry’s premises, every working day from 7:30 until 15:30. The Applicant may request delivery of the Sales documents via mail to the address stated in the Request. The Ministry shall not be liable for any loss or delay in delivery of any document.
7. Visiting the Privatization Entity
Upon taking over the Sales documents and until expiry of the deadline for Application submission, all interested parties may schedule a visit to the Privatization Entity for the purpose of overviewing of the assets and business records and in order to have interviews with the management, all in the manner provided by Instructions to Bidders.
8. Date, time and place of the opening of the applications
Opening of the Main envelope and the envelope marked with “Information about the Bidder” is scheduled for 4 October 2017 in the Ministry’s premises at: Kneza Miloša 20, 11000 Beograd, at 12:00 (local time in the Republic of Serbia).
All the participants, their representatives and proxies shall be entitled to attend the opening.
The envelope with the reference “Bid” shall be opened only if the participation application is approved.
Participant whose application has been approved shall be required to attend the opening of the envelope with the "Bid" reference. Otherwise, it shall be deemed to have withdrawn from its bid.
9. Amendments to the Public Invitation
The Ministry reserves the right to amend any or all elements of this Public Invitation at any time and shall not bear any responsibility for potential expenses or damage caused by such amendments.
The Ministry shall annul the Public invitation in case of obtaining information on circumstances that fully make it impossible to implement the Procedure.
10. Other information relevant for the Procedure
For any questions regarding this Public invitation, interested parties may contact the persons below, in Serbian or English:
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Ministry of economy Republic of Serbia Kneza Miloša no. 20 11000 Beograd |
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Nadežda Ćurčić phone: +381 11 3642 785 е-mail: nadezda.curcic@privreda.gov.rs |
Sanja Grubić phone: +381 11 3642 783 е-mail: sanja.grubic@privreda.gov.rs |