I
The company Dalekovod d.d., with registered office in Zagreb, Marijana Čavića 4, registered in the Company Registry of the Commercial Court in Zagreb under company’s registration number 080010093, with a European Unique Identifier (EUID) code HRSR.080010093 and personal identification number (PIN) 47911242222 (hereinafter: “Company” or “Dalekovod”) hereby publishes a Call for Declaration of Interest in participating in the financial restructuring of the Company, in accordance with the conditions and deadlines in all respects, and in the manner specified in this Call.
The Company considers the possibilities of financial restructuring for the purpose of creating foundations for the improvement of the Company’s financial status, adequate management of the Company’s obligations and proper capitalization of the Company (hereinafter altogether: “Project”).
The purpose of this Call is to determine the existence of interest in participating in the Project as well as to evaluate and establish the modality of the Project realization by the Company.
II
The Company hereby calls for all interested parties and entities to express their interest in participating in this Project by submitting a written declaration of interest to the Company (hereinafter: “Declaration”), in accordance with the conditions and deadlines in all respects, and in the manner specified in this Call.
The Declaration can be submitted by any natural or legal person or any other entity of domestic or foreign law (hereinafter: “Applicant”), regardless of whether the Applicant is in a business or other type of relationship with the Company or not.
The Declaration is submitted in writing with an indication stating “Declaration of Interest in participating in the financial restructuring, Dalekovod d.d.” and it is sent by registered mail to the Company’s registered office address and/or via e-mail to the e-mail address of the Company: [email protected].
The submitted Declaration should be received by the Company no later than 15 February 2021, at 11:59 p.m.
The Declaration written on the letterhead of the Applicant in the form of a legal person is signed by a person/persons authorised for representing the Applicant in the form of a legal person or entity or it is signed by the Applicant personally if they are a natural person. By signing the Declaration, the signatory of the Declaration confirms that the Applicant acts as the principal in their own name and on their own behalf, that is, in their own name on behalf of the Applicant that was established as an entity without a legal personality.
The Declaration under this Call does not create any legally binding obligations regarding Funding for the Applicant, unless the Applicant themself decides to be legally bound by the Declaration, in which case the Declaration is deemed legally binding for the Applicant in the scope, under the conditions and in the manner that the Applicant themself has chosen to be bound by. This Call, as well as the Declaration which can be submitted on the basis of this Call, are in no case and in no way considered as creating legally binding obligations for the Company.
The information stated in the Declaration must be truthful, accurate, complete and consistent and all provisions stated in the Declaration must be expressed in a clear and understandable way, in Croatian or English.
Each Applicant shall cover their own costs, fees and other contributions stated in the Declaration and/or which are related to and/or which may arise from the act of issuance and delivery of the Declaration to the Company, if such costs, fees and contributions should arise.
III
The interest for participation in the Project consists of the Applicant’s declaration of interest to finance the Company, with money, assets and/or rights, in the sense specified in the Regulations, as well as with the combination of the financing with stated assets (hereinafter: (“Financing”).
By submitting the Declaration of Interest, the Applicant can declare their interest to the Company for performing Financing, including, but not excluding, the payment/input of assets into the
Company’s capital, refinancing the Company’s obligations, transfer of rights and/or assets to the Company, establishing business cooperation or other activities directed at Financing.
The Financing amount stated in an individual Declaration of Interest shall not be less than HRK 1,000,000.00 (hereinafter: “Minimum amount”). A single Declaration shall not state an amount less than the Minimum amount and the Declaration with the amount less than the Minimum amount shall be deemed as not received by the Company.
One Declaration can be submitted by two or more Applicants acting together (hereinafter: “Joint Declaration”, with the Joint Declaration considered as a Declaration in the sense of this Call), in which case all the Applicants, co-signers of the Joint Declaration, shall be deemed one single Applicant by the Company, and all their rights and obligations to and for the Company by and/or related to the Declaration shall be deemed solidary, unless the solidarity is explicitly excluded in the Joint Declaration. In case the solidarity is excluded in the Joint Declaration, each Applicant’s Financing in the Joint Declaration shall reach the Minimum amount. In any case, the Joint Declaration shall be validly issued and signed by all the Applicants stated in it.
IV
This Call does not represent an offer (or general offer), invitation to tender, invitation to negotiate nor does it oblige the Company in any other way.
No parts of this Call shall obligate the Company to sell, buy, issue securities, transactions and status changes, or in any other way distribute the Company’s assets and/or rights, and shall not in any way make a basis of any obligation or request related to any sale, purchase, issuance of securities, transaction and status change or other distribution of the Company’s assets and/or rights. Any Company’s obligation shall occur and exist only if the Company accepts it through legal affairs which the Company, upon their discretion, can conclude with any Applicant or any other third party of their own choice, or if the obligation occurred and/or if the Company accepted it in accordance with the applicable regulations in the authoritative moment (in the text of this Call: “Regulations”).
The Applicants shall submit a Declaration provided that they are in agreement, which is irrevocably and unconditionally provided by submitting the Declaration, that this Declaration shall not oblige in any other way the Company, or any other representative of the Company, or that they shall in any other way accept any obligation to consider or conclude any legal affair or take on any activity that would result in Financing with every and any Applicant, regardless of the fact whether or not does any Financing, for which the Company received a Declaration, represent the highest price, best success, or other best outcome for the Company.
No parts of this Call shall be interpreted in such a way that the Company is in any way prevented or limited in their right or obligation, including, but not excluding the possibility of declining to accept, not accepting, declining or rejecting a Declaration. No parts of this Call shall oblige the Company in any way to consider any Declaration, respond to any Declaration, and especially to accept Financing. Regardless of this Call and every single Declaration, the Company shall be free to take on every and any transaction with every and any person, body or entity, regardless of the fact whether they submit the Declaration or not, including any third party, but not the Applicant, who suggested such a transaction or Financing in their Declaration.
The Company reserves the right to, at their own discretion, for any or no reason, and at any time and in any way, terminate, amend or suspend the Project and/or this Call, including, with no limitations, the negotiations with any Applicant, in case such occur as a consequence of their Declaration (hereinafter collectively: “Changes”), and the Applicant shall not acquire any right by and/or related to such a Change to the Company, nor shall any obligation for the Company to any Applicant occur by and/or related to the Change, nor shall the Company be obliged to report any Applicant or the public on the Change, if such shall occur.
V
The Company or any other representative, proxy or related party of the Company shall not be obliged by or related to this Call to provide any Applicant or any third party with equal treatment or any access to information.
The Applicants state and agree in the Declaration that every and any information they shall provide the Company in the Declaration belongs to the Applicant irrevocably and unlimitedly, that it is not confidential, that it does not represent unpublished information with market value or that it is in any other way classified or inside information, and that the Declaration and the information in it shall not require any personal data processing. However, in case there is a need to process any personal data for the purpose not mentioned above, the Applicant shall guarantee and agree in the Declaration to conclude legal affairs with the Company for the purpose of data protection (Data Protection Agreement, hereinafter: “DPA”), in accordance with the applicable laws and regulations on data protection, including, but not limited to General Data Protection Regulation (Regulation (EU) 2016/679) (hereinafter: “GDPR”). The personal data of the Applicant shall in no case be sold, distributed, revealed or in any other way be provided to third parties other than the Company, unless it shall be required by the Regulations or any state or regulatory body or competent court.