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Port of Gdansk Authority SA 

Home page » Invitation to negotiate

29.06.2015

The board of PGA SA wishes to announce that today it has decided to withdraw from further negotiations regarding the disposal of shares in the Port of Gdansk Cargo SA located in Gdansk.
Therefore, with immediate effect the ongoing procedure to dispose of shares of the Port of Gdansk Cargo SA, launched by public invitation on 31 March 2014, was terminated. Furthermore, the Management Board of PGA SA announces that today it has also taken a resolution to initiate further proceedings regarding the sale of shares in the Port of Gdansk Cargo SA located in Gdansk.


20.02.2015

On February 20, 2015 in Warsaw, an Extraordinary General Assembly of the Company of the Port of Gdansk plc. based in Gdansk, was held in connection with the question of granting consent to the disposal of fixed assets, representing 100% of the shares of the Company of the Port of Gdansk Cargo plc. During an open vote, the resolution did not receive the required majority and, therefore, was not undertaken.


19.11.2014

PGA SA Management Board informs that on November 17th, 2014 it concluded negotiations and reached an agreement with the tenderer Mariner Capital Limited having its registered place of business in St. Julian's, Malta. The parties have commenced the implementation of the procedures provided for in the sale process.


20.10.2014

The Management Board of the PGA S.A. informs that on 20 October 2014 a resolution was passed admitting the following companies to participate in negotiations to acquire shares of the Port of Gdansk Cargo Logistics S.A.:
1. The Consortium comprised of Weglokoks S.A. with its registered office in Katowice, and PKP Cargo S.A. with its registered office in Warsaw;
2. Mariner Capital Limited with its registered office in St. Julian's, Malta.

Upon the assessments of the offers according to the adopted procedure, a period of negotiation  exclusivity was granted to Mariner Capital Limited with its registered office in St. Julian's, Malta until 17 November 2014 inclusive.


30.09.2014

The PGA S.A. Management Board informs that on 30 September 2014 binding offers for the acquisition of shares of the Port of Gdansk Cargo Logistics S.A. with its registered office in Gdansk were submitted by the following companies:
1. The Consortium comprised of Weglokoks S.A. with its registered office in Katowice and PKP Cargo S.A. with its registered office in Warsaw;
2. Mariner Capital Limited with its registered office in St. Julian's, Malta.

The other entities that responded to the public invitation to negotiate the acquisition of shares of the Port of Gdansk Cargo Logistics S.A. failed to submit binding offers within the prescribed time limit.


30.07.2014

The PGA S.A. informs that the examination process of Port of Gdansk Cargo Logistics S.A. was completed on 29 July 2014.
The deadline for submitting offers by the potential investors who participated in the examination shall be 30 September 2014.


11.06.2014

PGA SA  kindly informs that the examination process of Port of Gdansk Cargo Logistics S.A. will commence on 23 June 2014  at 9 AM and will continue until 11 July 2014 at 6 PM. 


26.05.2014

The Board of Directors of Port of Gdansk Authority Joint Stock Company informs that all the entities which responded to the publicly announced invitation to negotiations (Preliminary Offer) have been admitted to the next stage of the procedure for redemption of shares in Port of Gdansk Cargo Logistics, namely:

  1. Rhenus Port Logistics Ltd. with its registered office in Szczecin
  2. MTMG - Maritime Bulk Terminal Gdynia Ltd.
  3. Consortium of Weglokoks S.A. with its registered office in Katowice and PKP Cargo S.A. with its registered office in Warsaw.
  4. Mariner Capital Limited with its registered office in St. Julian's, Malta
  5. Erontrans Ltd. with its registered office in Pruszcz Gdanski.

The date of disclosure of documents for the purpose of examining the PGCL S.A. standing will be announced to Potential Investors by way of a separate letter.


23.05.2014

PGA S.A. informs that the compulsory redemption of shares in Port Gdansk Cargo Logistics S.A. has been completed. Resulting from the redemption, 100 percent of shares in Port of Gdansk Cargo Logistics S.A. is owned by Port of Gdansk Authority S.A.


12.05.2014

The following companies have responded to the public invitation to negotiate the procurement of stocks in Port of Gdansk Cargo Logistics SA with its registered office in Gdansk in keeping with the deadline stipulated in the announcement:
Rhenus Port Logistics Ltd. with its registered office in Szczecin
MTMG - Maritime Bulk Terminal Gdynia Ltd. with its registered office in Gdynia
Consortium of Weglokoks S.A. with its registered office in Katowice and PKP Cargo S.A. with its registered office in Warsaw.
Mariner Capital Limited with its registered office in St. Julian's, Malta
Erontrans Ltd. with its registered office in Pruszcz Gdanski.


31.03.2014

INVITATION TO NEGOTIATE THE ACQUISITION OF SHARES IN PORT OF GDANSK CARGO LOGISTICS SA HAVING ITS REGISTERED OFFICE IN GDANSK

 

Port of Gdansk Authority SA having its registered office in Gdansk
extends this invitation to negotiate the acquisition of shares inPort of Gdansk Cargo Logistics SA having its registered office in Gdansk

The Board of Port of Gdansk Authority SA having its registered office in Gdańsk (hereinafter referred to as the "Transferor" or "PGA SA") in fulfilling the obligation provided for in Article 3 of the Act on the Amendment of the Act on Sea Ports and Harbours of 18 June 1999 (Journal of Laws No. 62, item 685), amended under Article 5 of the Act on the Amendment of the Act on Sea Ports and Harbours of 23 November 2002 (Journal of Laws of 2004 No. 169, item. 1766), invites all interested parties to negotiate the acquisition of 291,168 (in words: two hundred ninety-one thousand one hundred sixty-eight) registered shares of PLN 50 (in words: fifty zlotys) in nominal value each, accounting for 99.91% of the share capital (the outstanding shares are subject to compulsory buyout) in a joint stock company acting under the name of Port of Gdansk Cargo Logistics SA [Polish name for registration purposes: Port Gdański Eksploatacja SA] having its registered office in Gdańsk, ul. Roberta de Plelo nr 6, 80- 548 Gdańsk, entered in the Register of Entrepreneurs of the National Court Register maintained by the District Court Gdańsk - Północ in Gdańsk,7th Commercial Division of the National Court Register under no. 0000365475 (hereinafter referred to as the "Company" or "PGCL SA").

The block of shares includes:

  1. 288,889 (in words: two hundred eighty-eight thousand eight hundred eighty-nine) A-series preference shares:
    1. as to votes - two votes at the General Meeting are attached to one share;
    2. as to a dividend - a dividend paid on the preference shares is 50% higher than on ordinary shares.
  2. 2,279 (in words: two thousand two hundred seventy-nine) B-series ordinary shares.

The major objects of the Company include cargo handling and storage services as well as accessory services for different groups of bulk and general cargo. The business is pursued on the plots of Gdańsk Inner Port leased from PGA SA.

Entities interested in acquiring the Company's shares, hereinafter referred to as "Prospective Investors", shall be provided with an opportunity to purchase copies of the Company's Information Memorandum containing information on the Company's legal, economic and financial standing, and the Detailed Guide to the Company's Shares Transfer Procedure containing information on the procedure for transferring the Company's shares and responding to the invitation to negotiate.

In order to purchase the above-mentioned documents Prospective Investors shall approach PGA SA in Gdańsk, ul. Zamknieta 18, room 8A, from the business day following the publication of this notice to the day preceding the date of submitting written responses to the public invitation to negotiate the acquisition of the Company's shares, Monday thru Friday 9 am to 1 pm, having furnished documents identifying a Prospective Investor, i.e. a valid extract from the Register of Entrepreneurs of the National Court Register or other relevant proof of pursuing business activity, specifying the names of persons entitled to represent the Prospective Investor or, if the entity is a natural person that does not pursue business activity - a photocopy of an identification document and a potential instrument of authorisation. Prospective Investors may purchase the Company's Information Memorandum and receive the Detailed Guide to the Company's Shares Transfer Procedure after a person or persons duly authorised by a Prospective Investor signs a Confidentiality Undertaking.

The fee for the Company's Information Memorandum totals PLN 2,000.00 (in words: two thousand zlotys) and shall be payable to the Company's bank account no.
03 1060 0076 0000 3210 0021 8964
(a document evidencing payment shall be required for a Prospective Investor to receive the Company's Information Memorandum).
Persons responsible for issuing the Company's Information Memorandum and the Detailed Guide to the Company's Shares Transfer Procedure include Ms Jolanta Jarmakowska, tel. no. +48 58 737 95 71, e-mail jolanta.jarmakowska@portgdansk.pl, and Mr Lesław Cebulak, tel. no. +48 58 737 95 48, e-mail leslaw.cebulak@portgdansk.pl. More information (English speaker): Ms Monika Wszeborowska, tel. no. +48 58 737 97 10, mobile no. +48 603 77 66 47, e-mail: monika.wszeborowska@portgdansk.pl.

Responses to the public invitation to negotiate shall be in Polish. Should a response to the public invitation to negotiate be produced in a foreign language, it shall include a certified translation made by a person entered in the list of sworn translators of the Republic of Poland. A response to the public invitation to negotiate shall be submitted in duplicate in a sealed envelope in person or by a courier service

on 12 May 2014, 1 pm at the latest
to the address:
Zarząd Morskiego Portu Gdańsk SA z siedzibą w Gdańsku ul. Zamknięta 18, 80-955 Gdańsk, pok. 8A.
persons responsible for collecting responses include: Ms Jolanta Jarmakowska and Mr Lesław Cebulak

The envelope shall bear the following marking:

"Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Port Gdański Eksploatacja S.A. z siedzibą w Gdańsku - Nie otwierać" [translator's note: Response to the public invitation to negotiate the acquisition of shares in Port of Gdansk Cargo Logistics SA having its registered office in Gdańsk - Do not open] and details identifying a Prospective Investor.

For the deadline of 12 May 2014 to be deemed met the prompt submission of a response must be certified by one of the persons responsible for collecting applications.
Responses submitted after the set date shall not be considered and shall be returned unopened to respective Prospective Investors.

The only responses to be considered shall include responses submitted by Prospective Investors who will sign the Confidentiality Undertaking and collect the Company's Information Memorandum.

Prospective Investors who will respond to the public invitation to negotiate shall be notified of the Transferor's decision in writing on or before 26 May 2014.

Prospective Investors should note that the Transferor may:

  1. before the expiry of the time limit set for responding to the public invitation to negotiate, extend the time limit within which Prospective Investors may acquaint themselves with the Company's Information Memorandum, and the deadline for submitting responses;
  2. request additional information or explanation regarding the content of responses to the public invitation to negotiate, or additional documents;
  3. at its own discretion select Prospective Investors for negotiation;
  4. cancel negotiations without providing a reason;
  5. extend the time limit for notifying of its decision taken with respect to a response to the public invitation to negotiate;
  6. amend the Company's shares transfer procedure.

The Transferor shall not incur or refund any costs incurred by Prospective Investors interested in acquiring the Company's shares in connection with submitting responses to the public invitation to negotiate, participating in negotiations or entering into a Company's Shares Transfer Agreement.

 

Investment teaser [PDF document, 2.4 MB, Adobe Reader]


 


 
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