PRIVATISATION IN POLAND
25 Years of Experiences.
Ownership transformation in Poland – legal basis
Basic legislation related to the regulation of privatisation processes:
Act of 30 August 1996 on Commercialisation and Privatisation
Act of 25 September 1981 on State-owned Enterprises
Act of 29 July 2005 on Public Offering, Conditions for Introducing Financial Instruments to an
Organised Trading System, and on Public Companies
Act of 29 July 2005 on Trading in Financial Instruments
Regulation of the Council of Ministers of 30 May 2011 on detailed procedure for selling
State Treasury shares
Regulation of the Council of Ministers of 30 May 2011 on the company analysis carried out before
the shares held by the Treasury are offered for sale
Commercial Companies Code
Objectives of privatisation
Privatisation objectives are multidimensional and multifaceted
•
improvement of management effectiveness in business entities
•
reduction of public sector involvement in the economy - development of effective and
flexible private sector
•
increase of possibilities for companies to raise capital using capital market instruments,
capital market development
•
increase of market competitiveness
•
assurance of state budget revenues and provision of funds for separate earmarked funds
•
creation of an atmosphere of encouragement, as well as conditions for the development of
employee share ownership plan
•
attraction of new investment, support of new ventures
Types of privatisation
Indirect
privatisation
Direct
privatisation
involves sale of shares held by the
Treasury
involves disposal of all assets of a
state-owned enterprise
Assumes earlier commercialisation,
i.e. the transformation of a state-owned
enterprise into a company wholly
owned by the Treasury
(sole shareholder)
The direct nature of the privatisation
results from implementation of the
process without the commercialisation
stage
(used mainly in period 1990-2000)
Indirect privatisation - the most common modes
publicly announced auction
public tender
negotiations undertaken on the basis of a public invitation
public offering
Indirect privatisation - mode selection
Selection of the disposal mode of shares held by the Treasury is
made by the minister of Treasury
Main criteria for mode selection
• size; economic and financial standing of the entity
• situation on the financial market
• significance of the entity to the national economy
• optimisation of cost and duration of privatisation processes
• adjustment to the investment needs
• recommendation of privatisation advisor
Indirect privatisation - provision of shares
The Treasury may dispose of up to 85% of state-owned shares
Entitled employees of commercialised state-owned enterprises and
companies established in result of commercialisation may acquire free of
charge up to 15% of shares held by the Treasury
Persons entitled to acquire shares:
1. individuals who were employees of the commercialised state-owned enterprise on the date when it was
struck from the Register of Entrepreneurs or on the date of when the agreement was concluded to dispose
of the enterprise by way of its contribution to the company
2. individuals who were party to a management agreement on the date when the commercialised stateowned enterprise was struck from the Register of Entrepreneurs or on the date of when the agreement was
concluded to dispose of the enterprise by way of its contribution to the company
3. employees with at least a 10-year work experience in the commercialised state-owned enterprise or in a
company that was privatised by being contributed to the company
4. individuals who, having worked 10 years in the state-owned enterprise subjected to privatisation, have
been taken over by other work enterprise
5. farmers or fishermen - individuals engaged in farming or fishing
Indirect privatisations - key transactions to date
IPO of a leading
energy group
($830m),
despite
challenging
market
conditions
IPO of the largest
Polish energy
group ($2.1bn).
Ranked as the
largest IPO in
Europe for 2009
ABB of the leading Second stage of
IPO of Poland’s
A 63.8% stake
global copper
privatisation.
leading insurance
sold by the
product: 10% of
Sale of 16.05% company ($2.7bn).
government into
MoT shares
MoT shares on
The largest IPO in
the market for
($723m). It was the WSE through
Europe since 2007.
$422m
the largest ever
Fully Marketed Largest ever IPO in
ABB in CEE region
Offer ($379m)
CEE region
Nov '08 Jun '09 Nov '09 Jan '10
IPO of the
leading thermal
coal miner
($166m).
Reopening of
IPO market in
Europe
Rights issue of
PKO BP , the
largest Polish
bank by assets
($1.6bn).
Opening of rights
issue market for
financial
institutions in
Poland
11.9% stake
offered by the
Government in a
$449m ABO
Feb '10 Mar '10 Apr '10 May '10 Jun '10 Aug '10 Oct '10
Sale of 10% of
shares of
leading oil &gas
company
through ABB on
WSE ($142m)
Completion of
privatisation
through sale of
46.7% shares
through ABB
($395m)
ABB of a 42%
stake sold by
the MoT and
state bank BGK
($119m)
A 51.6% stake
of the second
largest utility
company in
Poland was
floated on the
WSE on 30
June ($1.3bn)
12.1% stake
offered by the
Government in a
$112m IPO.
Mar '11 May '11 Jun '11
The remaining
stake in TP S.A.,
telecom company
was sold on the
WSE on 5 August
2010 ($292m)
10.8% stake
offered by the
Government in
a $1.3 bn
ABO
34.3% stake sold
by the MoT in a
$1.9bn IPO.
Largest CEEMEA
IPO since April
2010, 5th largest
CEEMEA equity
offering ever
Feb '12
10% stake sold
by the
Government in
$1.2bn ABO
11.75% stake
offered by the
Government
and BGK in a
$1.6bn ABO
7.0% stake
offered by
the
Government
in a $940m
ABO
Jul '12
7.0% stake
offered by the
Government in
a $799m ABO
Nov '12
Jan '13
50% stake sold
by the
Government in
a $220m IPO
on the WSE
Feb '13
IPO of Polski
Holding
Nieruchomości,
one of the
leading real
estate
company in
Poland
(PLN239m)
Direct privatisation
1. sale of an enterprise
2. contribution of an enterprise to a company
3. transferring an enterprise for use against payment
Direct privatisation allows to make quick ownership changes in small and
medium-sized state-owned enterprises
Both individuals or legal persons may participate in the privatisation process
Direct privatisation is carried out by the founder body of state-owned enterprises
on behalf of the Treasury, with the consent of the Minister of Treasury
Revenues from privatisation 2011 – 2014 - disposals
Budgetary net
revenues
Funds
6 267,6 mln zł
(48,0%)
2011
6 791,1 mln zł
(52,0%)
3 490,8 mln zł
(38,1%)
2012
5 667,4 mln zł
(61,9%)
1 662,4 mln zł
(37,8%)
2013
2 734,0 mln zł
(62,2%)
351,4 mln zł
(37,8%)
2014
652,3 mln zł
(65,0%)
40% Demographic Reserve Fund
15% Fund for Entrepreneurs' Restructuring
5% Restitution Fund
2% Treasury Fund
2% Fund for Polish Science and Technology
Ownership transformation
8 453 state owned enterprises
1990
815 companies
2011
639 companies
2012
2013
2014
718 companies
568 companies
Ownership transformation
56
not active
103
In liquidation
568
72
Entities in
supervision
In bankrupcy
procedures
97
187
Other active
entieties
Employees shares
only
6 of march 2015
Supervision of financial and economic activities of
companies with Treasury shareholding
The Minister of Treasury's duties - in the area of supervision of joint stock
companies and limited liability companies - resulting from the ownership
governance powers and exercising rights from shares in companies with
Treasury shareholding include, among others, analysis of the management
board requests for consideration and approval of:
financial statements,
management board reports on company activity,
distribution of profit or net loss coverage,
giving a vote of approval to members of management board and
supervisory board for the performance of their duties.
THANK YOU FOR YOUR ATTENTION!
Ministry of Treasury
Republic of Poland
www.msp.gov.pl