20 години печелим заедно
Tender offeror: Quarzwerke GmbH
Target company: Kaolin AD
Offer price per share: BGN 4,156
Start date: 20.08.2013
End date: 16.09.2013
Commission: 1% of the amount subject to payment, at least BGN 5 (the commission is collected from shareholders – clients of Bulbrokers only).
Template of APPLICATION for acceptance of a tender offer
1.The Tender Offer shall be accepted with an explicit written declaration (according to a form approved and published at the internet site of Bulbrokers) and a lodgment of the certifying documents for the shares owned at the authorized Investment Intermediary. As certifying documents will be accepted depositary receipts and any other legally acknowledged certifying documents. Kaolin AD shareholders who wish to accept the Tender Offer shall file the acceptance form with Bulbrokersas follows:
• in the office of Bulbrokers – Sofia 1504, 7 Sheinovo Str, tel.: 02/4893-640, fax: 02/9423-120, email:[email protected], each business day from 9:30 to 12:00 and from 13:00 to 16:30 till the deadline for acceptance of the tender offer under item VII - personally or through an agent / attorney with explicit notarized power of attorney;
• through the servicing them investment intermediary with which the shares - subject to the tender and the application for the tender offer are held. Shareholders whose shares are held in a depository bank or a custodian bank (pension funds, mutual funds, etc.), will submit applications only through the investment intermediary servicing them.
2.If the Tender Offer is accepted to the office of Bulbrokers, besides the application for acceptance of the tender offer, the shareholder presents as follows:
2.1. Documents related to its legitimacy and representation:
• Copy of ID of shareholders - individuals, respectively of the representing shareholder - legal entity, which copy is certified by the text "true" typed full name and signature of the person;
• certificate of good standing and a copy of BULSTAT registration if the shareholder-legal entity is not registered in the Commercial Register kept by the Records Agency;
• shareholders, foreign legal entities shall submit a copy of the registration act in the respective foreign language, a certified translation of the registration act, containing: the full name of the legal entity, date of issue and country of registration, address of the entity, the names of persons authorized to represent it;
• explicit notarized power of attorney, in case of application submission by proxy.
2.2. Documents relating to their own shares:
• supporting documents for the shares held thereby (depositary receipts, or transcript of customer subaccounts with IP);
• order by the shareholder to the servicing investment intermediary to transfer the number of shares specified in the application to a sub-account with Bulbrokers (unless the shares are not already included in a client sub-account to the account of Bulbrokers at the Central Depository).
3.If the Tender Offer is accepted through another investment intermediary the latter shall send by fax immediately and not later than by the end of the working hours on the same day to Bulbrokers a copy of the application for acceptance of the Tender Offer. The investment intermediary shall send to Bulbrokers the original application no later than the expiration of the Tender Offer under the information above with attached documents for identification and representation of the shareholder under item 2.1 above.
The application should be signed by the shareholder, by the person under article 39, paragraph 1 of Ordinance No. 38 and by a person from Internal Control Section of the investment intermediary where the application was received.
4.The transaction on acquisition of shares of Kaolin AD as a result of acceptance of the Tender Offer shall be deemed concluded as at the moment of expiration of the term for its acceptance, respectively of the prolonged from the Offeror term under article 155, paragraph 4 of LPOS (if there is such a term) and if until this moment the shareholder, who accepted the Tender Offer is not submitted a declaration for its withdrawal.
5.The shares acquired as a result of the Tender Offer are paid for by Bulbrokers on behalf of the offeror within 7 working days after conclusion of the transaction under section 4. Within the period under the preceding sentence, the Investment Intermediary acting on behalf of the Tender Offeror is required to ensure payment of the price in favor of the shareholders who have accepted the tender offer and remit the amount due to a specified bank account, respectively, to ensure payment in cash of the amount due in the way described below. The right of the shareholders who have accepted the tender offer, to get the price of their shares may be exercised in the manner indicated below, within the overall 5-year limitation period, following which period such right shall be barred and unclaimed amounts shall remain with the offeror. The price to shareholders who have accepted the tender offer in the office of Bulbrokers will be paid, subject to the regulations for payments in one of the following two ways preferred by shareholders:
• on a bank account, indicated by the shareholder, who accepted the Tender Offer and
• in cash – in the office of Bulbrokers– Sofia, 1504, 7 Sheinovo Str, each business day from 9:30 to 12:00 and from 13:00 to 16:30.
Shareholders who have accepted the Tender Offer through the investment intermediary serving them will receive their due amount through such intermediary, respectively payments to shareholders,whose assets are held in a depository bank or custodian bank shall be made via the respective depository or custodian bank. The way of payment of the share price is determined specifically (indicating the bank account or in case of cash payment - the place of receipt of the amount) in the application for acceptance of the tender offer. Amounts of BGN 15 thousand or more can only be paid into a bank account, according to the Act on restriction of cash payments (promulgated, SG. Issue 16 of 22/02/2011).
Bulbrokers will deduct the respective commissions for transactions in financial instruments and bank charges from the price subject to payment to shareholders who have accepted the Tender Offer as follows:
The Investment Intermediary will collect commissions from shareholders who have accepted the Tender Offer - its customers - in connection with the execution of the written application for acceptance of the tender offer and for the effected transfers into the Central Depository, namely: 1% of the amount subject to payment, but at least BGN 5, except otherwise agreed in the contract with the client.
The information has been published on 19.08.2013 in the daily newspapers “Capital Daily” and “Sega”.