Sale Offer of Shares

Sale Offer of Shares

SALE OFFER OF SHARES

Through

NEGOTIATION BASED ON FINAL, IMPROVED AND IRREVOCABLE BIDS

Zalau Municipality through its Local Council , based in Piata Iuliu Maniu nr. 3, Zalau, Salaj county, sole registration code RO4291786, offers for sale through NEGOTIATION BASED ON FINAL, IMPROVED AND IRREVOCABLE BIDS, with fulfilling of some pre-qualification criteria, according to the Government Emergency Ordinance No. 88/1997 regarding the privatization of companies, as subsequently amended and completed, approved by the Law No. 44/1998as subsequently amended and completed, to the Law No.137/2002 regarding certain measures for the acceleration of the privatization process, as subsequently amended and completed and as well as the provisions of Methodological Norms for enforcement of Government Emergency Ordinance No. 88/1997 regarding the privatization of companies, as subsequently amended and completed, approved by Government Decision No. 577/2002 as subsequently completed, a number of 3.364.379 shares, representing 85% of the share capital of S.C. UZINA ELECTRICA ZALAU S.A., based in Zalau, Strada Valea Mitei, nr. 2, Salaj county, fiscal code R 14397920, registration number at the Companies Register Office J31/13/21.01.2002, having as main object of activity 3511 – Electricity Production;

Share capital: 39.580.930lei.Nominal value per shareis10 lei. Total number of shares: 3.958.093

Sole shareholder: ZalauMunicipality through its Local Council (100%)

Will be allowed to participate in the negotiation only bidders - legal persons or consortium formed by legal persons or natural persons together with legal persons - who prove the cumulative fulfilment of the following pre-qualification criteria:

  1. At least 5 years experience in the sector of energy (electricity) production or at least 5 years experience in the energy market and/or energy resources market. The experience will be certified through: registration certificate to ORC, act of incorporation and amendments thereto, any relevant contracts entered into by the tenderer and a solemn declaration, authenticated.
  2. The potential investor’s performance demonstrated through the turnover achieved during the latest financial year, of minimum 30,000,000 EUR, resulted from the afferent activity, confirmed by the presentation of the accounting balance/audited financial statements/activity reports and the attached annexes, as they were registered with the competent fiscal authorities.

For consortium, an afferent turnover for the entire association (consortium) of minimum30,000,000EUR, for the latest year, and at least one of the investorsmember of the association (consortium) has toprove its experience of a minimum 5 years in activities relating to energy producing and must have an afferent turnover of at least 20 million Euros. The legal persons, members of the consortium must prove their financial capability.

  1. The Current liquidity ratio (current assets / current liabilities) must be minimum 1 and the solvability ratio (equity /(total liabilities+shareholders equity)) must be minimum 0.5.
  2. Presentation of main directions for the operation and development of the company, which commits the bidderto the following investments:

(i)An investments program for modernization and development for a period of maximum 3 years from the transfer date of the property rights over the shares;

(ii)An environmental investments programbuilt in accordance with Uzina Electrica SA current situation and environment obligations, obligations set forth by the environment authority and in accordance with the business plan proposed.

  1. Natural persons are allowed to participate in the privatization process only in consortium with legal persons, with whom they will prove the cumulative accomplishment of the pre-qualification criteria.
    The bidders, Romanian and/or foreign persons wishing to be pre-qualified as consortium (with maximum four members) have to submit the documents that prove the following:

(i) Nomination of a strategic investor who will lead/represent the members of the association (consortium) and who has an afferent turnover of at least 20 million euros;

(ii) Association (Consortium) members' relative interests, contribution to capital and voting rights (if different); the strategic investor must own at least 75% of the attained shares in the privatization process;

(iii)An afferent turnover for the entire association (consortium) of minimum30,000,000EUR;

(iv)The strategic investor leading/representing the association (consortium) has toprove its experience of minimum 5 years in activities relating to energy producing (certificate of incorporation from Companies Register Office, articles of incorporation and its additional clauses, possible agreements concluded by the bidder having as subject the above mentioned object of activity) and must submit an authenticated statement on own responsibility;

  1. Acceptance in writing, expressly and irrevocably, through an authenticated commitment, of the clause regarding the maintaining of the object of activity relating to the production of heat and electricity and the assurance ofproduction capacities needed to service recipients from Zalau Municipality for a period of 10 years from the date of the transfer of ownership of shares and capital increase, according to legal requirements;

Conditions for participation:

  • Can participate in the privatization process bidders who prove the missing of punitive sanctions for commission of the following facts: fraudulent administration, breach of trust, forgery, fraud, peculation, false testimony, bribery or other contraventions and infractions appointed by Law no. 11/1991 regarding the combating of unfair competition, as subsequently amended and completed (solemn declaration, authenticated).
  • Cannot participate in the privatization process natural or legal persons who have budgetary debts or who have shares sale-purchase contracts closed with any involved public institutions which were abolished exclusively from their guilt (art. 5 align. 3 of the Law no. 137/2002, regarding certain measures for privatization acceleration, as subsequently amended and completed, art. 14 align. (1) of the Methodological Norms approved by Government Decision no. 577/2002, as subsequently amended and completed) (solemn declaration, authenticated).

Details regarding the fulfilment of these criteria as well as the assessment criteria and their weightings in the technical offer and the financial offer will be presented in the Presentation File.

The Presentation File of the company may be acquired daily, starting the 27th of March 2009 between 09:00 - 15:00hours from ZalauMunicipality headquarters. Bidders who need further data and information related to S.C. UZINA ELECRICA ZALAU S.A., with the view of performing a due diligence report on the company, may consult the documents at the company's headquarters, after signing theConfidentiality Agreement and paying the fee for direct access (Access Fee) in the amount of1.500 lei.

In order to participate in the negotiation, the acquiring of the Presentation File for the price of 1.000leiand the submission of the Participation Guarantee in the amount of 1.009.314lei is compulsory, asstated by the Presentation File provisions.

Bidders will pay the Participation Guaranteeby payment order, in lei, in the account no. RO76 TREZ 5615006 XXX 000 186 opened by Zalau Municipality, fiscal code 4291786 with the Trezoreria Municipiului Zalau (Treasury of Zalau Municipality) or by a bank letter of guarantee, which if issued in a foreign language will be translated into romanian by a certified translator. The price of the Presentation File will be paid by payment order, in lei, in the account no. RO30 TREZ 56124510220 XXXXX opened by ZalauMunicipality, fiscal code 4291786 with the Trezoreria Municipiului Zalau (Treasury of Zalau Municipality) or by cash at ZalauMunicipalityheadquarters.

The Access Fee will be paid by payment order, in lei, in the account no. RO30 TREZ 56124510220 XXXXX opened by ZalauMunicipality, fiscal code 4291786 with the Trezoreria Municipiului Zalau (Treasury of Zalau Municipality) or by cash at ZalauMunicipalityheadquarters.

All fees and commissions related to any bank operations or payments will be borne by thebidder.

The documents based on which the Presentation File is released are the following: proof of Presentation File price payment, ID or passport of the person who acquires the Presentation File, authorized power of attorney on behalf of the natural/legal bidding persons, the Confidentiality Agreement to be signed at the Zalau Municipality premises by the authorized person.

In order to participate in the negotiation, the bidders will submit toZalauMunicipality headquarters, according to the instructions specified in the Presentation File, separately, in four sealed envelopes: the Participation Documents mentioned in art. 35 of the Methodological Norms above mentioned, provided and completed by Section C of the Presentation File, the documents that prove the fulfilment of pre-qualification criteria and the Bid (which will have two parts: financial Bid and technical Bid), until 26th of May 2009, 1300 hours,local time, this being term of revocation.

All documents written in a foreign language, submitted to ZalauMunicipality will be accompanied by a romanian translation.

The opening of the envelopes containing the Participation Documents and the Pre-qualification documents will be held on the 27th of May 2009, 1200hours, local time, at the headquarters of ZalauMunicipality in the presence of the bidders representatives. The result of analyzing these documents will be thereafter communicated to the bidders.

The Negotiation Commission will establish and communicate the negotiation program (date, hour, location) to the accepted bidders.

The sale offer herein is valid 180 days from the date of publication of the present announcement, as per art. 7 of the Law no. 137/2002, as amended and completed.

Other information regarding the company may be obtained, daily, from Mr. MARIAN VIOREL, at phone number +40260662104, between 09:00 - 16:00hours.

Mayor,

Căpîlnaşiu S.V. Radu

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