Translation from Lithuanian Translation from Lithuanian Government of the Republic of Lithuania R E S O L U T I O N No. 1040 On Partial Amendments to Resolution No 1075 “On the Approval of Regulations of Privatization of State-Owned and Municipal Property by Way of Open Tender“ Approved on 18 September 1996 by the Government of the Republic of Lithuania Vilnius, 19 September 1997 Pursuant to the Law of the Republic of Lithuania on Privatization of State-Owned and Municipal Property (Records, 1995, No 61-1530; 1996, No 100 - 2260, No 126 - 2945; 1997, No 30 - 710, No 64 - 1499) the Government of the Republic of Lithuania r e s o l v e s:
- Partly amending regulations of privatisation of state-owned and municipal property by way of open tender approved by Resolution No 1075 “On Approval of Regulations of Privatisation of State-Owned and Municipal Property by Way of Open Tender” approved by the Government of the Republic of Lithuania on 18 September 1996 (Records, 1996, No 90 - 2096): 1.1 to outline paragraph 7.2 as follows: “7.
- the prospectus of the company the shares of which are offered for sale prepared according to the rules approved by the Securities Commission. When shares of closed joint-stock companies are offered for sale, the memorandum may be presented. Information containing an industrial and commercial secret shall be presented only during negotiations, conducted with the purpose of concluding a privatisation transaction after receiving a confidentiality pledge signed by the tenderers and members of the Open Tender Commission providing for this information to be kept confidential for the period established in the pledge. Information, which under laws of the Republic of Lithuania, is provided to the public shall not be considered as an industrial or commercial secret”; 1.
- to recognize as invalid paragraphs 7.3 and 12.3; 1.
- to outline paragraphs 12.4 and 12.5 as follows: “12.
- application to participate in an open tender (standard application form shall be approved by the Privatisation Commission); 12.
- draft of a purchase-sale agreement (standard application form shall be approved by the Privatisation Commission)”; 1.
- to outline paragraph 14.2 as follows: “14.
- application to participate in an open tender and a draft of purchase-sale agreement”; 1.
- to outline paragraph 20 as follows: “
- Envelopes with tender documents submitted by privatisation subjects shall be opened at the closed meeting of the Open Tender Commission on day and at the hour fixed in the information on the open tender within the period of 5 days after the deadline of the time period for the submission of open tender documents. Upon opening all the envelopes, the Open Tender Commission shall check all the documents by drawing up the protocol which shall include the particulars of privatisation subjects, the titles of the documents presented and the total number of pages. The protocol shall be signed by members of the Open Tender Commission”. 1.
- to outline paragraph 21.2 as follows: “21.
- the price offered by the privatisation subject is lower than the initial sales price of the object which is indicated in the object privatisation programme or the proposals of the privatisation subject do not comply with the terms of object privatisation”; 1.7 to outline paragraph 21.7 as follows: “21.
- the privatisation subject did not obtain the package of documents according to the procedure established in paragraph 11”; 1.
- to supplement these regulations with paragraph 21.8: “21.
- any of the documents outlined in passage 14 are missing. Privatisation subjects, whose applications to participate in the open tender were rejected by the Open Tender Commission, shall be informed thereof in writing by the Privatisation Agency within 7 days after the review of the documents. Initial installments shall be refunded without any deductions in compliance with the procedure established in paragraph 18.2 (except for the case specified in paragraph 21.6)”; 1.
- to outline paragraphs 23 and 24 as follows: “
- Within 15 working days members of the Open Tender Commission, having checked the documents submitted by the tenderers, shall analyze and evaluate the documents, and determine the winner. While analyzing the documents submitted by privatisation subjects, the key evaluation criterion shall be the price of the privatised object. Other offers presented by privatisation subjects shall satisfy the privatisation terms established in the privatisation programme. The privatisation subject who has offered the highest price for the privatisation object and has submitted written proposals related to the future privatisation activities of the object which shall be not worse than those established in the object privatisation programme shall be considered the winner of the open tender. If the highest price of the size amount has been offered by more than one privatisation subject, the privatisation subject who has presented better proposals on the implementation of privatisation terms according to the order of priority established in the object privatisation programme shall be considered the winner of the open tender.
- The Open Tender Commission may negotiate with the privatisation subjects, who have offered the highest price of the same size, the improvement of tender proposals. In this case the Open Tender Commission shall not announce the winner and, in the protocol, shall indicate the entry of negotiations on improvement of tender proposals. No later than within 3 working days after the date of signing the protocol the Open Tender Commission shall send tenderers a registered letter notifying of the improvement of tender proposals. The notification shall include the following: deadline of submission of proposals; name of the institution to which proposals concerning the improvement of tender proposals are to be sent, and the name and position of the officer in charge of receiving such proposals. The Open Tender Commission shall evaluate proposals received no later than within 10 days after the deadline for the acceptance thereof. The Open Tender Commission may continue further negotiations with the tenderer whose proposal has been recognized the best. These negotiations may not exceed the period of 20 days. Negotiations shall be recorded in the minutes, and the agreement achieved shall be registered in the negotiation protocol to be signed by both parties - the Chairman of the Open Tender Commission shall sign the protocol on behalf of the Commission (or another member authorized by the Commission) and the tenderer”; 1.
- to outline paragraph 28 as follows: “
- Upon the approval of the Privatisation Commission of the results of the open tender, the Open Tender Commission shall within 3 days inform the winner in writing of when and where he must arrive to conclude negotiations in terms of signing the purchase-sale agreement. The period after the approval of open tender results and signing of purchase-sale agreement may not exceed 25 days”; 1.
- to outline paragraph 31 as follows: “
- If the privatisation object is paid for in full immediately, the winner of the open tender, in 30 days after the Privatisation Commission has approved the purchase-sale agreement, shall present to the Privatisation Agency the document from a bank certifying that the difference in the amount of the price approved and initial installment paid has been transferred to the Privatisation Fund or to a special municipality account (deposited under an escrow agreement), and a certificate issued by the regional State Tax Inspectorate certifying the filing of a tax return, if such a certificate is required according to the procedure of filling tax return established by laws of the Republic of Lithuania and other legal acts”; 1.
- to outline paragraph 33 as follows: “
- If during the period established in paragraph 28 the winner of the open tender fails to arrive to sign the purchase-sale agreement or in the period established in paragraph 31 fails to pay for the object purchased at the open tender, the Privatisation Commission shall, upon the proposal of the Privatisation Agency, annul the results of the open tender (the initial installment paid shall not be refunded) and instruct to negotiate the sale of the privatisation object with the tenderer who ranked second or to announce a new open tender”; 1.
- to outline paragraph 34 as follows: “
- If the Privatistion Commission instructs to start negotiations for the sale of the privatisation object with the tenderer who ranked second in the open tender, the Privatisation Agency shall, within 3 days after the receipt of such instructions, send the tenderer a notification with a repeated request to pay the initial installment and invite to arrive to negotiate the purchase of the privatisation object. If the tenderer fails to pay the initial installment within 15 days after the receipt of such a notification and fails to arrive and negotiate or if the Open Tender Commission within 25 days fails to come to an agreement with the privatisation subject, it shall be considered that the tenderer refuses to purchase the privatisation object. The installments paid shall be refunded according to the procedure laid down in paragraph 18.2”; 1.
- to recognize as invalid paragraph 36.4; 1.
- to supplement paragraph 36.8 with the following paragraph: “The Privatisation Agency shall have the right to require to include into the purchase-sale agreement the provision that the purchaser from the date of entry into force of the purchase-sale agreement shall have no right to sell, liquidate, pledge this object, give it as a present, use it as a guarantee or collateral, or transfer it in some other way transfer it to the ownership of other persons before the purchaser meets the privatisation terms of the privatisation object following as established in the purchase-sale agreement”; 1.
- to outline paragraph 39 as follows: “
- The right of ownership to the privatisation object shall be acquired by the winner on the date of the transaction coming into force. The title deed certifying the transfer of property shall be the transfer and acceptance certificate (according to Appendix 3). This certificate shall be drawn up within 5 days, if the purchaser has paid for the privatisation object in full immediately, or within the period established in the purchase-sale agreement, if shares are purchased in installments. The certificate shall also be the basis for endorsement provided material shares or certificates thereto have been issued, or to record a debit in the seller's securities account and a credit in the purchaser’s securities account, if dematerialized shares are sold”; 1.
- to recognize as invalid appendix 1 and
- To establish that the provisions of this Resolution shall not be applicable to the objects to be privatised by way of open tender the privatisation programmes of which were announced prior to the entry into force of this Resolution. Prime Minister Gediminas Vagnorius Minister of European Affairs Laima Andrikienė