Article 1
This Decree shall regulate the manner and conditions of settling the obligations towards the creditors of commercial companies (hereinafter: Company) in which the percentage of shares in the total number of a Company's shares transferred to the Share Fund of Republic of Serbia (hereinafter the Share Fund) and to the Republic Fund for Pension and Disability Insurance equals or exceeds 33,4% and for which the Privatization Agency issues a decision to sell shares by public tender.
The settling of obligations referred to in Paragraph 1 of this Article shall be performed by discharging a Company's debt by creditors who will settle their claims from the funds realized from the sale of a Company's shares owned by the Share Fund.
Article 2
A creditor shall be considered to be, according to this Decree: a State Creditor and other Creditors.
A State Creditor shall be a legal entity which is obliged to discharge the debt towards a Company entirely and to settle its claim from the funds realized from the sale of shares owned by the Share Fund.
Other Creditors shall be the legal and/or physical entities who may discharge the debt towards the Company in order to settle the claims from the funds realized from the sale of a Company's shares owned by the Share Fund.
The discharge of debt by creditor towards a Company shall be performed in the case that the Company's shares are being sold by the public tender method.
Article 3
A state creditor shall be considered to be, according to this Decree:
1) a public enterprise
2) the Tax Administration
3) the Republic Fund for Pension and Disability Insurance
4) the Republic Institute for Health Insurance
5) the Republic Direction for Commodity Reserves
6) the Development Fund of Republic of Serbia
7) other bodies and organizations of Republic of Serbia
A State Creditor shall be considered to be the Agency for Deposit Insurance, Rehabilitation, Bankruptcy and Liquidation, as well, when it acts as Bankruptcy and/or Liquidation Administrator over the banks in bankruptcy and/or liquidation and when it administrates in the name and on behalf of Republic of Serbia on the basis of assumed foreign obligations (hereinafter: the Agency for Rehabilitation).
Article 4
The obligations towards Creditors referred to in Article 3 of this Decree shall be the unsettled overdue obligations as of December 31, 2004 and they are:
1) excise duties and turnover taxes
2) taxes and mandatory social insurance contributions and other public income calculated and collected on the salary basis
3) reimbursements for use of the city construction land and local utilities taxes for the collection of which the authorized tax bodies in Republic of Serbia are in charge
4) other taxes determined by the law regulating the public income and loss
5) one-off tax for the extra profit and extra property acquired by using special easements
6) other public income
Article 5
The Share Fund shall publish a public invitation for the registration of creditors' claims towards the Company (hereinafter: Public Invitation) in daily newspapers which are distributed across the whole territory of Republic of Serbia, no later than eight days from the day the decision on sale of shares by public tender is made.
Article 6
The Public Invitation shall include:
1) name and address, as well as the other information on the Company
2) place and time of submission of claims
3) deadline for submission of claims
4) other important information for submission of claims
Article 7
A creditor shall submit the registration of claim to the Company.
Registration referred to in Paragraph 1 of this Article shall be submitted in written form within 15 days from the day the Public Invitation is published.
A copy of the registration of claim shall be submitted to the Share Fund as well, within the time frame referred to in Paragraph 2 of this Article.
Article 8
The registration of claim referred to in Article 7 of this Decree shall contain, in particular, the following:
1) name and address of the Creditor with a contact address, if the Creditor is a legal entity
2) name, surname and address of the Creditor with a contact address, if the Creditor is a physical person
3) name and address of the Company and its PIB (the Company's tax registration number)
4) the legal grounds and the date of creation of the claim
5) the amount of claim of which, separately, the amount of principal claim and the amount of calculated interest
6) description and value of any security instruments held for the claim
Article 9
The claim of the Creditor shall be considered as accepted if it is not denied with plea by the Company within eight days from the expiry date for submission of claims.
The Company and the Creditor shall make a Protocol on the accepted claim within the time frame referred to in Paragraph 1 of this Article.
The Creditor and the Company shall submit the signed Protocol on the accepted claim to the Share Fund, without delay.
Article 10
The Protocol on the accepted claim must include in particular the following:
- name and address of the Company
- name and address of the Creditor, if the Creditor is a legal entity
- name, surname and address of the Creditor, if the Creditor is a physical person
- total amount and the specification of the Company's obligations towards Creditor
- determined amount and specification of the Company's obligations towards Creditor and
- date and place of creation of the Protocol
Article 11
In case the Company does not sign the Protocol within the time frame referred to in Article 9, Paragraph 1 of this Decree, and it submits the plea to the Creditor and to the Chamber of Commerce of Serbia, it shall, together with the plea, submit the request for establishment of an Arbitration Committee to the Chamber of Commerce.
The Chamber of Commerce of Serbia shall issue a decision on the establishment of the Arbitration Committee no later than five days from the day of receipt of the initiative.
The Arbitration Committee shall have three members. The members of the Arbitration Committee shall be appointed as follows: one arbitrator shall be recommended by the State Creditor, another by the Company and the President of the Committee shall be the representative of the Chamber of Commerce of Serbia.
The plea must be comprehensible and it must contain the necessary data in order to proceed in accordance with the plea. The plea shall contain in particular: name and address of the Company, case number and the facts the plea is based on, as well as the evidence, if necessary.
The documents attached to the plea may be submitted in the original form or copies.
Article 12
The Arbitration Committee shall issue a decision on the amount of Creditors' claims (hereinafter: Arbitration Award) within 15 days from the day of the submission of the plea and request referred to in Article 11, Paragraph 1 of this Decree.
The Arbitration Award shall be made by the majority of votes of the Arbitration Committee members and in the case there is no majority of votes, the vote of the President of the Arbitration Committee shall prevail.
The provisions of the law regulating disputed procedures shall apply to the proceedings of the Arbitration Committee.
Article 13
The Arbitration Award shall include in particular: date and place of issuance, names of Arbitration Committee members, name and address of the Company, name and address of the Creditor, if the Creditor is a legal entity; name, surname and address of the Creditor, if the Creditor is a physical person; the subject of the dispute and actual position the Arbitration Award is based on.
The original and copies of the Arbitration Award shall be signed by members of the Arbitration Committee. The Arbitration Award shall be considered issued when it is signed by the majority of Committee members.
The Arbitration Award shall be submitted to the Share Fund without delay.
Article 14
If the Arbitration Committee does not issue the decision within the time frame referred to in Article 12, Paragraph 1 of this Decree, the data contained in the tender documentation shall be considered as correct and final data relating to the claim.
Article 15
The Company must publish a report on the total amount of accepted claims of the Creditors in nationally distributed newspapers no later than three days from the day that the Protocol is signed and/or the Arbitration Award is made.
Article 16
The Share Fund may, at the request of the Company, on the basis of a signed Protocol on an accepted claim and/or a signed Arbitration Award, submit the request to the authorized body and/or organization for postponing the veto measures for payment from the account of the Company until the closing date of the Agreement on sale of shares but not later than the expiration of 18 months term as of the day of making the decision on sale.
Article 17
The discharge of debt shall be conducted after the sale of all the shares of the Company owned by the Share Fund and the Republic Fund for Pension and Disability Insurance.
The Share Fund shall inform the Creditor of: the date of sale, the number of sold shares owned by the Share Fund and the realized price within 30 days from the day of sale of all shares referred to in Paragraph 1 of this Article.
Article 18
The Creditor shall settle its claim from the funds realized from the sale of Company's shares owned by the Share Fund, in the amount equal to the amount of its claim in the total amount of claims of all Creditors (i.e. percentage) following the signing of the agreement on settlement of claims.
The Creditor's claim shall be settled up to the nominal amount of claim increased for the related interest.
In the event that there is no claim following the expiration of deadline for submission of claims then the funds realized from the sale of shares owned by the Share Fund shall be paid in the budget of Republic of Serbia.
If the funds realized from the sale of shares owned by the Share Fund exceed the Creditors' claims then the surplus of funds will be paid to the budget of Republic of Serbia.
Article 19
On the basis of the signed Protocol on an accepted claim and/or the Arbitration Award, the Creditor shall close the Agreement on settlement of claims with the Company and the Share Fund.
When a claim has been submitted and the Protocol on an accepted claim has not been signed, or an Arbitration Award has not been made, the Share Fund may close the Agreement on settlement with the Creditor on the basis of the information contained in the tender documentation referred to in Article 14 of this Decree and it shall send one copy of the Agreement to the Company without delay.
Article 20
The Agreement on settlement of claims shall include:
1) name and address of the Company
2) name and address of the Share Fund
3) name and address of the Creditor, if the Creditor is a legal entity
4) name, surname and address of the Creditor, if the Creditor is physical person
5) data on number of Company's shares owned by the Share Fund, which are subject to sale, expressed as a percentage of the total number of shares
6) the data on the obligation referred to in the Protocol on the accepted claim and/or in the Arbitration Award and or the claim
7) data on a part of realized price expressed in percentage or otherwise, which belongs to the Creditor in order to settle its/his/her claim
8) the deadline given to the Share Fund to settle the claim
9) other data important for the contractual parties
Article 21
The Agreement on settlement of claims shall be closed within 30 days from the day of receipt of the information on the sale of the Company's shares.
Article 22
The Creditor's claim shall be settled by the Share Fund from the funds realized from the sale of shares in accordance with the Agreement on settlement of claims.
The Creditor's claim shall be considered completely settled in the event that it is settled in accordance with the signed Agreement on settlement of claims.
Article 23
The existing security instruments will remain in force until the payment is made on the Creditor's account in accordance with the signed Agreement on settlement of claims.
Article 24
In the event of sale of shares, in accordance with this Decree, the signed Protocol on determined claims and/or signed Arbitration Award shall form an integral part of the tender documentation.
Article 25
The provisions of this Decree shall apply according to the sale of the Company's stake transferred to the ownership of Share Fund and Republic Fund for Pension and Disability Insurance in case this stake equals or exceeds 33,4% in the total capital of the Company and if it is being sold through a public auction.
Article 26
This Decree shall enter into force on the eighth day from the day of publishing it in the Official Gazette of Republic of Serbia.
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