32% block of shares of Isfahan Water and Wastewater Consulting Engineers to be offered
The 32% block of Isfahan Water and Wastewater Consulting Engineers Company (WWCE) is offered in Iran Fara Bourse (IFB/over-the-counter stock exchange).
Public Relations of the Iranian Privatization Organization (IPO)- The 32% block of WWEC will be offered through IFB at a base price of 181,687 Rials per share.
This amount of shares, which includes 2 million 752 thousand shares with a total base value of 500 billion and 2 million 624 thousand Rials, is sold in the form of 40% cash and the rest of the 36-month installments in 6 installments.
Some of the general terms of the transaction of this block are as follows:
• Applicants acknowledge that: they are not prohibited to deal and are not subject to Article (24) of the Law on implementation of general policies of Principle 44 of the Constitution, approved on 2008, and its subsequent amendments.
• The previous buyers of block shares from the IPO through installments, whose installments have been postponed in the execution of the concluded contracts, will not be allowed to participate in the auction and purchase the shares again, until the settlement of the previous debts.
• If based on the assessment and declaration of the Passive Defense Organization, the company's activity includes sensitive security matters and vital classification, buyers are obligated to carefully observe and implement the relevant criteria notified by the said authority in the company's administration and management of the affairs.
• Public non-governmental organizations and their subsidiaries and affiliates, subject to Article (5) of the General Accounting Law adopted in 1987 and its subsequent amendments, who are applicants for the purchase of shares, must adhere to the restrictions outlined in Article (6) of the Law on implementation of general policies of Principle 44 of the Constitution and its subsequent amendments. Obviously, the buyer will be responsible for non-compliance.
• Buyers are obliged to comply with Articles (44) and (45) of the Law on implementation of general policies of Principle 44 of the Constitution, which prohibits anti-competitive practices. The buyer also acknowledges that it is not subject to the restrictions outlined in Article (47) of the said law. Obviously, if it is proven to the Competition Council that one or more of the anti-competitive practices subject to Articles (44) to (48) of the above law have been committed, the buyer will not have any right to object to the decisions of that council (subject to Article 61 of the said law).
• The buyer acknowledges that it is not subject to the restriction stipulated in Article (63), addendum to the Law on Removing Barriers to Competitive Production and Improving the Financial System of the Country, enacted in 2018, which prohibits the purchase of all or part of transferable companies in order to abuse the advantages of "the committee of facilitation and removal of barriers to production as a result of to arrears or bank debt." Otherwise, the realization or continuation of the validity of the transaction will be subject to the payment of the transaction in cash.
• The buyer is obligated to pay the debt, declared in the financial statements which are the basis of the evaluation of the shares, to the "relevant specialized parent company" or the Treasury, in proportion to the shares traded, from the time of transfer of shares under legal regulations. The buyer must also issue and provide the appropriate documents to guarantee payment of the debt to the "relevant specialized parent company" and the Treasury. Liability of the buyer (in proportion to the shares traded) and the company regarding the principal of the said debt, as well as payment of penalties and the obligation to the "relevant specialized parent company" shall be jointly and severally.
• Liberalization of the shares of the traded firm by IPO, in addition to the full settlement of debts with the organizations mentioned in the financial statements which are the basis of the valuation of the shares, is also subject to full replacement of the guarantees and obligations issued by the relevant parent company to third parties.
• At the same time as signing the share transfer agreement, the buyer is obligated to provide the appropriate guarantee documents to the parent company, equivalent to the guarantees and obligations issued by the parent company to back the obligations of the transferred company (to third parties). The buyer undertakes to release or replace the guarantees and obligations of the parent company with third parties within a certain period from the date of the contract in proportion to the shares acquired and with the consent of the beneficiary. After the said release and replacement, according to the approval and announcement of IPO and the beneficiary of the said guarantees and obligations, the obtained guarantee documents will be returned from the buyer.