The content of the Share Purchase Agreement: SHARE PURCHASE ...

The content of the Share Purchase Agreement:
SHARE PURCHASE AGREEMENT
No. MSP/
FOR THE PURCHASE OF SHARES OF
EHN Spółka Akcyjna
with its registered office in Studzienice
concluded on in Warsaw (further referred to as the “Agreement”),
by and between:
the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr. ,
further referred to as the “Seller”
and
(where the buyer is a legal person)
...................................... (company/buyer's name) with its registered office in.......................
and address: ul. ....................., ................................., Tax Identification Number (NIP)
…………………………………., Statistical No. (REGON)
………………………………………, share capital in the amount of .................................
(where the buyer is a limited liability company), paid in ................................. (where the buyer
is a joint stock company) , entered into the Register of Entrepreneurs of the National Court
Register kept by the District Court for.......................................... in ..........................., ......
Commercial Division of the National Court Register under KRS no. .........................,
represented by ...................................., authorised to represent the Buyer in accordance with
the enclosed transcript from the register (or duly executed power of attorney where the
person(s) is/are acting pursuant to the power of attorney granted by the person authorised to
represent the Buyer), attached hereto as Annex no. 1, further referred to as the "Buyer".
(where the buyer is a natural person)
.............................................................................. ( forenames and surname), residing
in .................................. at............................., PESEL no. …………………………….., Tax
Identification Number (NIP) …………………………………., holder of identity card series
....... no............................ / passport series …………. no. ……………………, which
photocopy is enclosed as Annex No. 1 hereto (and in the event that the natural person is
conducting business activity, the entry number in the Register of Business Activity .................
kept by ............................................, in accordance with certificate of entry in the Register of
Business Activity attached hereto as Annex No. 1), further referred to as the "Buyer".
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The Seller and the Buyer are further jointly referred to as the "Parties", and each of them
individually as the "Party".
WHEREAS:
1. The Seller is the owner of 70,000 (say: seventy thousand) ordinary bearer shares of "A"
series numbered from 0000001 to 0070000 of a nominal value of PLN 2.46 (say: two
zloty 46/100) each, which constitutes 2.5 % of share capital of a company under the name
of EHN Spółka Akcyjna with its registered office in Studzienice, entered into the Register
of Entrepreneurs kept by the District Court for Katowice-Wschód in Katowice, VIII
Commercial Court of the National Court Register under KRS no. 0000107547, further
referred to as the "Company". The Company's transcript from the Register of
Entrepreneurs is attached hereto as Annex 2;
2. The Seller represents that to the best of the Seller's knowledge the Shares to be disposed
of (referred to in paragraph 3) are free of any restrictions on sale or other encumbrances
and are not subject to any third party claims;
3. On 7 October 2011, in Gazeta Wyborcza, pursuant to Art. 33(1) sub-paragraph 5 of the
Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002
No. 171, item 1397, as amended), and pursuant to § 2(2) of the Regulation of the Council
of Ministers of 30 May 2011 on Detailed Procedure of Selling State Treasury Shares
(Journal of Laws No. 114, item 664) there was announced an invitation to participate in an
oral auction for the sale of 70,000 (say: seventy thousand) shares owned by the Treasury,
representing 2.5 % of share capital of the Company, further referred to as the "Shares";
4. The Agreement will be concluded following the oral auction No. ..., the subject of which
was the disposal of the Shares referred to in paragraph 3, as a result of which the Buyer
has offered the highest price.
The Parties have mutually agreed as follows:
1. The Seller agrees to sell and the Buyer agrees to buy the Shares.
§ 1
2. The purchase price per one Share will be PLN ..... (say: ..... zloty), further referred to as
"the Price per Share".
3. The total purchase price of the Shares will be PLN .... (say: ....... zloty) and will be equal
to the product of the Price per Share and the number of Shares purchased by the Buyer.
§ 2
1. The Seller confirms that the Buyer has paid the amount specified in § 1(3), less the
amount of the bid security of PLN 23,450.00 (say: twenty three thousand four hundred
fifty zloty), i.e. the amount of PLN ......... (say: ... zloty) by bank transfer to the account of
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the Ministry of Treasury held with the National Bank of Poland, Branch in Warsaw,
account no. 03 1010 1010 0025 1213 3920 0000.
2. The Seller hereby acknowledges receipt of the amount of the total Share purchase price.
§ 3
(this clause will apply where the purchase concerns bearer shares, deposited at the Company,
brokerage house or any other authorized entity) *
1. The shares will be transferred by the Seller to the Buyer upon ordering by the Seller the
transfer of shares deposited at the securities deposit (further referred to as the
“Deposit”) maintained by EHN S.A. with registered office in Studzienice, ul. Jaskółek
12, 43-215 Jankowice (further referred to as the “Depositary”).
2. The Seller represents that on the date of signing this Agreement the Seller will request the
Depositary to hand over the Shares to the Buyer and to record the transfer of the Shares to
the Buyer in the Register of Securities maintained in the Deposit. The Share Transfer
Order is attached hereto as Annex No. 3.
3. The Buyer represents that on the day of signing this Agreement, the Buyer will submit to
the Depositary a written authorisation requesting the Depositary to collect the Shares on
behalf of the Buyer and to register the transfer of the Shares to the Buyer in the Register
of Securities maintained in the Deposit.
§ 4
1. The Buyer represents that the conclusion and performance of this Agreement by the
Buyer does not violate any provisions of the Polish law nor does it violate any provisions
of any award, decision, ruling, permit, authorisation or exemption issued by the judicial
authorities or the public administration bodies of the Republic of Poland.
2. The Buyer represents that it did not rely on any representations or declarations, whether
explicit or implied, issued or submitted by the Seller or on behalf of the Seller.
3. The Buyer represents that it has full knowledge of the Company's legal, financial and
economic standing, and in making the decision to purchase the Shares it relies solely on
its knowledge of the Company. In consideration of the above, the Buyer waives the right
to
and agrees not to pursue any claims against the Seller with respect to nondisclosure of
substantive information concerning the Company’s legal, financial and economic
standing.
§ 5
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1. This Agreement will be governed by the laws of Poland.
2. The costs of taxes and all other fees related to the conclusion and performance of this
Agreement will be borne by the Buyer.
3. All changes to this Agreement must be made in writing, on pain of nullity.
4. The Parties will endeavour to resolve any disputes arising out of or in connection with
this Agreement amicably.
5. All claims or disputes between the Parties arising out of or in connection with this
Agreement, including concerning its validity and construction, that cannot be resolved
amicably will be submitted for resolution by a common court having jurisdiction over the
Seller.
6. The Buyers will be jointly liable for any obligations hereunder.* (this clause will apply
where the Buyer is more than one entity).
7. This Agreement has been made in the Polish language, in two identical copies, one for
each of the Parties.
8. The Agreement is open and available subject to the principles defined in the Act of 30
August 1996 on Commercialisation and Privatisation.
9. All notifications and communication related hereto will be made in writing and submitted
personally, by courier or registered mail (with return receipt requested) to the respective
addresses of the Parties:
for the Seller:
for the Buyer:
Ministry of the Treasury ........................
ul. Krucza 36/ Wspólna 6
00-522 Warsaw
10. Each Party will inform the other Party in writing in case of any change of the address for
notifications and communications related hereto. If any of the Parties fails to inform the
other Party as required, the notifications and communications sent to the former address
will be deemed delivered.
Annexes:
1. Buyer’s Copy from the Register of Entrepreneurs kept by the National Court Register, or
Certificate of Entry in the Register of Business Activity/photocopy of Identity Card and
the Power of Attorney (if any).
2. Company’s Transcript from the Register of Entrepreneurs kept by the National Court
Register.
3. Share Transfer Order
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Signed by:
The Seller:
The Buyer:
* delete as applicable
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Annex 3
to the Share Purchase Agreement
...........................................
Management Board
EHN Spółka Akcyjna
Studzienice
Ul. Jaskółek 12
43-215 Jankowice
SHARE TRANSFER ORDER
I, the undersigned, acting on behalf of the Treasury, in connection with the Shares Purchase
Agreement concluded on ................, concerning 70,000 Treasury owned bearer shares of "A"
series numbered from 0000001 to 0070000 of a nominal value of PLN 2.46 (say: two zloty
46/100) each of EHN Spółka Akcyjna with its registered office in Studzienice ("Shares"),
held as a deposit by the Company ("Depositary"), hereby order the transfer of the Shares by
the Depositary to the benefit of....................................... ("Buyer") and I hereby authorise the
Depositary to execute such transfer.
The Depositary shall confirm execution of this order by issuing a Certificate of Ownership to
the Buyer’s name, confirming that as at the date of the Certificate the Buyer is the legal holder
of the Shares.
..................................................... .............................................
(place and date)
Minister of Treasury
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