Appendix 6(ii): Private Investor’s Statement (Legal Person)
Investor’s data (legal person)
[1]Investor’s name (legal person)Address of registered office:
- country:
- town:
- street:
- building / unit No:
- postcode:
Number of entry in the national court register (KRS):
Contact details:
- phone:
- email address:
Beneficial Owner's data[2]
First name and surname:Address of residence:
- country:
- town:
- street:
- building / unit No:
- postcode:
Identity card number or passport number:
Contact details:
- phone:
- email address:
PRIVATE INVESTOR'S STATEMENT/Beneficial Owner's Statement[3]
A) I, the undersigned, being the Beneficial Owner[4] (“Beneficial Owner”)
B) I/We, the undersigned, representing the Private Investor operating under the corporate name of ______(“Investor”)
hereby represent that:
1. Beneficial Owner status[5]
1.1. I am the Beneficial Owner due to the fact that[6]:
2. Status and authority of the Investor
2.1. The Investor has been duly incorporated and operates in compliance with the governing law of the place of incorporation and/or registration of the Investor.
2.2. The Investor has full capacity and authority to fulfil the commitment to make a private contribution under the SG OP.
2.3. [7]A) the fulfilment of the Investor’s commitment to make a private contribution does not depend on the Investor’s obtaining any consent, approval, notice or registration by any public or local administration body or any other authority and/or third party (including under any contract or agreement).
B) Except for the following, the fulfilment of the Investor’s commitment to make a private contribution does not require the Investor’s obtaining any consent, approval, notice or registration by any public or local administration body or any other authority and/or third party (including under any contract or agreement).
2.4. The Investor is not in liquidation or bankruptcy, nor have public collective insolvency proceedings been initiated against the Private Investor for the purpose of rescue, adjustment of debt, reorganisation or liquidation within the meaning of Article 1 (1) (without the last sentence) of Regulation (EU) 2015/848.
2.5. The Investor meets the definition of independent private investor within the meaning of Article 2 (72) of Commission Regulation (EU) No 651/2014 of 17 June 2014 declaring certain categories of aid compatible with the internal market in application of Articles 107 and 108 of the Treaty.
2.6. The ownership structure of the Private Investor forms Exhibit A hereto.
3. The Investor’s private contribution
3.1. The Investor will make a private contribution to the Financial Intermediary in the amount of PLN ______[8]. The Investor has the necessary resources sufficient to finance the Investor’s private contribution to the Financial Intermediary on the terms of the Tender submitted by ______[9]. The Investor's contribution to the Financial Intermediary will come from amounts contributed/paid to the Investor by the Beneficial Owner.[10]
3.2. The amounts earmarked by the Investor as private contribution to the Financial Intermediary come from its own resources and are free from any public support and/or state aid, in particular they do not constitute public funding within the meaning of the Act of 27 August 2009 on public finance.
3.3. The funds I earmarked by the Investor as private contribution declared to be made to the Financial Intermediary come from sources that do not breach, nor does the use thereof breach, any provisions of the Act of 16 November 2000 on the prevention of money laundering and terrorist financing ( Journal Laws of 2016, item 299, as amended), including in particular the making of a private contribution in the declared amount does not constitute money laundering or serve the purposes of financing terrorism.
4. Consent to due diligence in the event the Tender is selected through the Call
4.1. The Beneficial Owner/Investor shall enable, prior to signing the Investment Agreement, PFR Ventures, PFR Starter FIZ and/or their professional advisers to conduct due diligence of the Investor in order to verify its legal and financial capacity to provide the private contribution to the Financial Intermediary in the declared amount, and in terms of the correct determination/designation of the Investor's Beneficial Owner or the Investor's members/shareholders. To this end, the Beneficial Owner undertakes to cause that both the Beneficial Owner and the Investor, on demand of PFR Ventures and/or PFR Starter FIZ or their professional advisers, deliver to PFR Ventures and/or PFR Starter FIZ or their professional advisers, in particular, any and all documents confirming that the Investor is in possession of the private contribution and indicating the ownership structure of the Investor.
5. Conflict of interest
5.1. The Beneficial Owner/ Investor represents that there is no conflict of interest regarding the Beneficial Owner or the Investor/ members of their managing and supervisory bodies and arising for any of the reasons set out in §12 of the Call Rules.
5.2. The Beneficial Owner/ Investor undertakes to immediately notify PFR Ventures of any circumstances constituting a conflict of interest leading to untruthfulness of the statement contained in point 5.1 above.
6. Other statements
6.1. In connection with the repayable financing provided by PFR Starter FIZ for Investments to be made by the Financial Intermediary, for which the Investor (together with the Tenderer) may apply under the Call, the Beneficial Owner/ Investor represents and warrants that with regard to the contributions provided by the Beneficial Owner / Investor there will be no double financing, in part or in whole, in accordance with the guidelines of the Minister of Development and Finance on eligibility of expenditure within the framework of the European Regional Development Fund, the European Social Fund and the Cohesion Fund for the years 2014-2020.
6.2. The Beneficial Owner/ Investor is aware that the financial support provided by PFR Starter FIZ represents state aid within the meaning of Article 107 (1) TFEU and is subject, in particular, insofar as its allocation and settlement is concerned, to the provisions of the Act of 30 April 2004 on procedural issues concerning state aid (Journal of Laws of 2007, No 59, item, 404, as amended), and therefore the Beneficial Owner/ Investor acknowledges that upon entering into the Investment Agreement the Investor will have the status of state aid beneficiary.
6.3. The Beneficial Owner/ Investor consents to the processing of the Beneficial Owner’s personal data contained in this statement by PFR Ventures and/or PFR Starter FIZ and by other authorised entities for purposes related to the analysis of the Tender, in compliance with the Act of 29 August 1997 on personal data protection (Journal of Laws No. 2016, item 992).
6.3.1. The Beneficial Owner / Investor represents that it is aware that:
a) the administrator of the personal data stated in the Tender is PFR Ventures sp. z o.o. with its registered office in Warsaw, ul. Książęca 4 (Floor 5),
b) personal data are processed in accordance with the Act on personal data protection for the purposes of the Submission and selection of Tenders for Financial Intermediaries under PFR Starter FIZ,
c) the scope of the data processed includes the data stated in the Tender, i.e. first name, surname, address, telephone number, email address, website address, information on the business pursued, description of professional experience,
d) the expected recipients of personal data are PFR Starter FIZ and entities authorised to audit the activities of PFR Ventures sp. z o.o. with regard to the management of closed-end investment funds of non-public assets (in particular, the Polish Financial Supervision Authority and TFI PFR SA) and in connection with financing agreements under the Smart Growth Operational Programme 2014-2020 (in particular, the Ministry of Development and Bank Gospodarstwa Krajowego),
e) it has the right to access and correct its data as well as the right to object against the processing of personal data.
6.4. The Beneficial Owner/ Investor consents to the disclosure by PFR Ventures and/or PFR Starter FIZ, at any time, of information about the Beneficial Owner, received by PFR Ventures and/or PFR Starter FIZ in connection with the Tender, to entities belonging to the corporate group of which PFR Ventures and/or PFR Starter FIZ is a member, and to TFI BGK and the Beneficiary, and the competent minister in charge of regional development, acting as Managing Authority under the SG OP.
6.5. Any terms not defined herein shall have the meaning assigned to them in the Call Rules.
On behalf of the Investor:
______Signature (Investor)
______
Date, place
Beneficial Owner (with regard to statements made by the Beneficial Owner, i.e. with regard to the Beneficial Owner status, the Private Investor's contribution, the obligation to submit to Due Diligence, and other statements assigned to the Beneficial Owner)
______Signature (Beneficial Owner)
______
Date, place
Exhibit A to the statement by the Private Investor being a legal person which is not controlled by Beneficial Owners in the manner indicated in footnote 3 in the Form
Name of member/shareholder* / Number of shares/stocks / % of the Investor’s capitalIn the case of members/shareholders registered in countries where, in accordance with the law, direct shareholders are trust funds, acting for and on behalf of individual natural persons not disclosed in the register files of such Investors as bodies controlling or financing their activities, natural persons in control of such member/shareholder must also be indicated.
6
W/11/2017
[1] Please state the data of the Investor being a legal person. If more than one (1) Private Investor (legal person) has been named in the Tender, the statement should be completed and signed separately by each Private Investor.
[2] To be completed if the Investor being a legal person is controlled by the Beneficial Owner. Please state the Beneficial Owner's data Where the Investor has more than one Beneficial Owner, please fill in details of all the Beneficial Owners. In such case, the statement should be completed and signed separately by all the Beneficial Owners.
[3] Where the Investor has a Beneficial Owner, the statement is signed both by the Investor (in accordance with the representation disclosed in KRS) and the Beneficial Owner.
[4]Beneficial Owner is defined as:
1) a natural person or natural persons who own or control the Investor,
2) a natural person or natural persons who are shareholders or hold voting rights at the shareholders’ meeting in excess of 50% in the legal person concerned, through bearer share holdings, other than companies listed on a regulated market, subject to or applying laws and regulations of the European Union concerning information disclosure, as well as entities providing financial services within the territory of a Member State of the European Union or an equivalent state - in the case of legal persons,
3) a natural person or natural persons who control at least 50% of assets - in the case of entities entrusted with the administration of assets and distribution of such assets, except entities performing portfolio management activities, where the portfolios consist of one or more financial instruments,
In each case, the persons concerned are natural persons who ultimately, directly or through other entities, finance and control the Investor’s activities (in the case of Investors registered in countries where, in accordance with the law, direct shareholders are trust funds, acting on behalf of and for the benefit of individual natural persons not disclosed in the register files of such Investors as bodies controlling or financing their activities).
[5]To be completed only by the Beneficial Owner
[6]Please describe the basis on which the person concerned is deemed to be a Beneficial Owner within the meaning of footnote 4 to this statement (e.g. I have the Beneficial Owner status within the meaning of footnote 4 to this statement owing to the fact that I control the Investor by holding controlling interest in the Investor).
[7] Delete as appropriate.
[8] Enter the value of the declared contribution to the Financial Intermediary.
[9] Please enter the details of the Tenderer here, in connection with whose Tender this statement is made.
[10] Delete if the Private Investor has no Beneficial Owner or the Private Investor is not an investment vehicle.