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Wednesday, 17.08.2022

Public invitation to tender for the purchase of shares of the company PETROL d.d., Ljubljana (PETG shares) in the ownership of NOVA KBM d.d.

Ljubljana

The company KF FINANCE d.o.o. is authorized by the seller NOVA KBM d.d., Ulica Vita Kraigherja 4, 2000 Maribor, registration number 5860580000, ID for VAT and VAT No SI 94314527 (hereinafter referred to as: the "Seller") to organize and conduct the sale of shares of PETROL d.d., Ljubljana.

The object of the sale is a specified number of shares of the public limited company listed below and owned by Nova KBM d.d. 

Registration No. Issuer - Corporate name No. of shares owned by NOVA KBM d.d. Total no. of shares for sale Equity stake for sale (in %)
5025796000 PETROL d.d., Ljubljana 25,985 25,985 1.2455


A) Terms and conditions of the sale of the shares of the company PETROL d.d., Ljubljana

1. The offer shall be submitted in such a way that the bidder fills in, signs, stamps (if it is a legal entity and the legal entity does business with a stamp) and duly submits the form that is part of this invitation, together with the required documentation. A draft of the form is available on the website: https://www.kf-finance.si/en/news.

2. The offer shall not include any condition. A draft of the sale and purchase agreement is available on the website: https://www.kf-finance.si/en/news.

The selected bidder shall sign a sale and purchase agreement which will be submitted to the selected bidder together with the Seller's statement on the acceptance of the offer, not later than within the period of 8 (eight) days following the receipt and shall pay the purchase price in 8 (eight) days after signing the sale and purchase agreement.

If the selected bidder does not accept the Seller's mail, containing the Seller's statement of acceptance of the offer and the purchase and sale agreement, and the mail is returned to the Seller, the bidder is considered to have withdrawn from the offer. In this case, the Seller can continue negotiations or conclude the sale and purchase agreement with any other bidder.

3. When an offer for the purchase of the shares pursuant to this invitation is submitted by a company - the issuer of the shares itself or its subsidiary or a company in which the said company has a majority shareholding (as well as if they are acquired by a third party from Article 251 of the ZGD-1 (Official Gazette of the Republic of Slovenia, No. 65/09 - official consolidated text, 33/11, 91/11, 32/12, 57/12, 44/13 - dec. US, 82/13, 55/15, 15/17, 22/19 – ZPosS, 158/20 – ZIntPK-C and 18/21), such offer must satisfy all regulatory requirements for the validity of the legal transaction regarding the acquisition of treasury shares.

4. Domestic and foreign legal and natural persons may take part in the tender. Legal persons with a registered seat outside the Republic of Slovenia shall attach to the offer an excerpt of the legal person from the court register (or any other relevant register) which shall not be older than 30 days on the day of the submission of the offer.

5. When more offers satisfying the terms and conditions of this invitation are received, the Seller may decide to conduct further negotiations and/or hold an auction. After the negotiations and/or the auction are completed, a share purchase and sale agreement will be concluded between the Seller and the bidder who, during negotiations and/or the auction, has offered the highest price for the shares of the company taking into account the ability to pay while satisfying other terms and conditions of the invitation to tender.

6. On the basis of this invitation to tender, the Seller is not obliged to sign a share purchase agreement with the best or any other bidder. The decision by the Seller not to conclude a share purchase and sale agreement does not represent any basis for any contractual penalty or liability of the Seller. The Seller reserves the right at any time and without any clarification to change the procedure and / or conditions for the sale of shares in this invitation.

7. The offers shall be submitted by a registered mail against receipt or by a courier service to the address of KF Finance d.o.o., Verovškova ulica 55a, 1000 Ljubljana, Slovenia in a closed envelope with the following wording: "Offer for the purchase of shares of the company PETROL d.d., Ljubljana – NOT TO BE OPENED!", not later than by 9 September 2022 by 12.00. The opening of offers will not be public.

8. This invitation does not constitute any obligation of the Seller to sign a share purchase agreement with the best or any other bidder. This document or any part thereof cannot be understood as the basis of any contract or investment decision in respect of any securities. Also, this document does not constitute a personal recommendation or investment advice under Article 11 of Financial Instruments Market Act (Official Gazette of RS no. 77/18, 17/19 – corr., 66/19 and 123/21) as it does not take into account the investment objectives, the financial situation and the specific needs of the person, who in any way was acquainted with the work or the entire contents of this document.

9. By submitting an offer, the bidder declares that he is aware of and knows the provisions of the applicable legislation related to the offer he is making, in particular the provisions of the Act on Takeovers (ZPre-1; Official Gazette of the RS, no. 79/06, 67/07 – ZTFI, 1/08, 68/08, 35/11 – ORZPre75, 105/11 – dec. CC, 10/12, 38/12, 56/13, 63/13 – ZS-K, 25/14 and 75/15 ) regarding the mandatory takeover offer and the provisions of the Act on the Prevention of Restriction of Competition (ZPOmK-1; Official Gazette of the RS, no. 36/08, 40/09, 26/11, 87/11, 57/12, 39/13 - dec. CC , 63/13 – ZS-K, 33/14, 76/15 and 23/17), including prohibitions and sanctions for violation of the aforementioned legislation. The Provider undertakes to inform the Seller of all important information that could in any way affect the validity or effectiveness of the transaction and if the bidder does not comply with the aforementioned, the bidder is liable to the Seller for damages.

10. All interested bidders may obtain additional information regarding the sale by contacting Mr. David Slivšek, Partner in KF Finance d.o.o. at +386 31 545 063 or email: david.slivsek@kf-finance.si.

11. This public invitation shall be governed by the laws of Slovenia. Place of jurisdiction for all disputes arising from or in connection with this document shall be the competent court in Maribor, Slovenia.

12. This invitation and other related documentation are published in Slovenian and English language, and in case of conflict between the versions, the Slovenian version shall prevail.

The text of the offer and all the documentation attached to the offer shall be in the Slovenian language, or a translation into the Slovenian language shall be attached to the offer and the attached documentation (in case the latter is submitted in a foreign language).

B) Submission instructions for the shares of company PETROL d.d., Ljubljana
An offer which is submitted on the attached form, shall include at least the following elements:
a) Information about the bidder: for legal entities: company name, registered seat, business address, registration number and tax number of the company, information on legal representative; for natural persons: name and surname, address of permanent residence, PIN and tax number);
b) Subject of the offer: The bidder shall determine the number of shares which shall not exceed the number of shares which are subject of the sale (indicated in the table above);
c) Purchase price: it shall be stated in a specific amount in EUR and not in a form of a price range (in case the purchase price is provided in a range price, the low-end price of the range shall be considered by default). Offers in which the price offered for the purchase of the shares would be tied to the price offered by any of the other bidders will not be considered complete and will not be the subject of consideration;
The bidder shall indicate:
   i. Offered price for 1 share in EUR;
   ii. Offered price for the entire amount of the shares, which are subject of the offer of the bidder, in EUR
d) Payment deadline: transfer of the purchase price no more than 8 (eight) days following the signing of the sale and purchase agreement to the Seller’s bank account;
e) Description of financing: a proof or reliable explanation that the bidder has or will have at its disposal adequate funding at least in the amount offered by the bidder in its binding offer (for example: a statement from the bank confirming that a sufficient deposit is deposited on the bank account, a statement from the bank confirming the intent of financing, etc.),
f) Offer Validity Period: at least until 30 September 2022;
g) Transfer of ownership: as set out in the sale and purchase agreement;
h) Ownership structure: the bidder shall provide its ownership structure.

 Attachments:
- Form for submitting an offer to purchase the shares of the issuer PETROL d.d., Ljubljana
- Draft of sale and purchase agreement
- Teaser

 

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