Tender offer „Torgoterm“ Plc
By virtue of Decision No. 35 of April 23, 2018, the Financial Supervision Commission does not issue a final prohibition for the publication of a tender offer by Metalcomplektinengineering AD for the purchase of 68 464 pieces by investment intermediary “Aval Yin” AD. shares of the capital of “Torgoterm” AD from the other shareholders of the company.
Basic information:
Merchant Offeror: Metalcomplex Engineering AD
Company whose shares are subject to TP: “Torgoterm” AD
Proposed price per share: BGN 6.00
Start date for admission: April 27, 2018
Deadline for adoption: 24.05.2018
Commission for IP AVAL IN AD: 0.5% of the amount to be repaid but not less than BGN 7.00.
Tender proposal
Communication from “Metalcomplex engineering” AD under Art. 54 para 1 of POSA
Application for acceptance of a tender offer
Application to withdraw a tender offer
PROCEDURE FOR ADOPTION OF THE PROPOSAL AND WAY FOR PAYMENT OF THE PRICE
The tender offer is accepted with an explicit statement of intent (application form) to Aval Yin AD or another investment intermediary. Shareholders whose shares are held with a depositary bank or custodian bank (pension funds, mutual funds, etc.) apply through the investment intermediary.
The application for acceptance of the proposal, the supporting documents for the shares held and the order for their transfer shall be submitted:
– in person by the natural person – shareholder, respectively by the legal person representing the shareholder, or
– by a person authorized by them with an explicit power of attorney certified by a notary to perform the activities related to the acceptance.
Physical persons are identified with an identity document; foreign nationals – with their original foreign passport for entry into the country; the legal representatives of the legal persons – with current certificate of commercial registration and identity document; proxies – with a notarized explicit power of attorney and identity document. The following shall apply to the statement: a) for the shareholders – Bulgarian legal entities: original or notarized copy of a certificate of current status from the Commercial Register at the Registry Agency; b) for the shareholders – foreign legal entities: copy of the registration act in the respective foreign language, legalized translation of the text of the registration act containing the full name of the legal entity; date of issue and country of registration; address of the legal entity; the names of the persons empowered to represent it. When submitting the statement by proxy, the original of the power of attorney certified by a notary, a copy of the proxy ID and the documents listed above in accordance with the authorizing officer (local or foreign legal entity) shall be attached.
Written applications and documents are accepted at the offices of all investment intermediaries or directly at the address of AvalIn IP: Sofia, 73, Todor Aleksandrov Blvd., 1st floor each working day between 9.00 – 16.00. When accepting the tender offer through another investment intermediary – according to the working hours with clients of the selected intermediary.
In the event that the Tender Offer is accepted by another investment intermediary, the latter shall send to AvalIn JSC immediately, but not later than the end of the working day by fax or e-mail, a copy of the application for acceptance of the Tender Offer. The investment intermediary shall submit to the AvalIn Plc the original application at the latest by the expiration of the term for acceptance of the Tender Offer with attached documents for identification and representation of the shareholder. The application must be signed by the shareholder, by a person under Art. 39, para. 1 Ordinance No. 38 and by a person in the Internal Control Department at the investment intermediary who accepted the application.
The transaction for the acquisition of shares of Torgoterm AD as a result of the acceptance of the tender offer is considered as concluded at the expiration of the 28-day period of its acceptance, respectively. the term under art. 155, para 4 of POSA, as well as the terms of art. 21, para 2 and para 3 of Ordinance № 13 for tender offering for purchase and exchange of shares.
The payment of the price due to the shareholders who have accepted the offer is made within seven working days after the conclusion of the transaction by Aval Yin AD, at the expense of a trading offeror, in compliance with the provisions of the normative acts for the payments in one of the following two ways preferred by the shareholder:
– on a bank account specified by the shareholder who accepted the tender offer;
– in cash – in the office of the investment intermediary at address: 73, Todor Aleksandrov Blvd., Sofia, fl.1;
The shareholders who have accepted the tender offer through the investment intermediary servicing them receive the amount due through this intermediary, respectively the payments with the shareholders whose assets are kept with a depositary bank or custodian bank are performed through the respective depository bank or trustee.
The right of shareholders accepting the Tender Offer to acquire the price of their shares may be exercised in the manner outlined above within the total 5-year limitation period, after which this right is extinguished by limitation and the unspent amounts remain with the offeror.
The investment intermediary “AvalIn” JSC will charge commission to the shareholders who have accepted the tender offer directly to him in connection with the execution of the written application for acceptance of the tender offer, the transfers made to the Central Depository and fees to BSE-Sofia amounting to 0.5% the amount to be repaid but not less than BGN 7.
The commission to be withheld by the shareholders who accepted the tender offer through another investment intermediary will depend on the tariff or the commissions provided by the respective investment intermediary.
The acceptance of the tender offer may be withdrawn by a shareholder who has accepted the offer only until the expiry of the 28-day period after its publication; until the closing date for the conclusion of the transaction as a result of the tender offer made.
Acceptance of the proposal may be withdrawn:
– in person by the natural person – shareholder, respectively by the legal person representing the shareholder, or
– by the person authorized by them with an explicit power of attorney certified by the notary to perform the actions related to the withdrawal.
Withdrawal shall be effected by submitting an explicit statement of withdrawal of the accepted offer in a standard form at the office of the investment intermediary in which the shareholder has submitted the application for acceptance of the tender offer and the investment intermediary shall forthwith submit the request for withdrawal of the AvalIn Investment Company, AD.
Upon submission of the withdrawal request, the shareholders, respectively the persons explicitly authorized by them, may obtain back the supporting documents for the shares held. The return of the supporting documents shall be done on presentation of a request (free text), identity document, and upon authorization and explicitly certified by power of attorney.
After the deadline for accepting the offer, the shareholder can not withdraw his written statement of acceptance of the offer and the transaction for the purchase or sale of shares as a result of the tender offering is considered concluded.
