Invitation to participate in negotiations regarding the purchase of shares of Elekrtocarbon sp. z o.o. with registered office in Tarnowskie Góry
The deadline for submitting written replies expires on 27 January 2011 at 2:00 PM (time official in Poland).
The Minister of Treasury
of the REPUBLIC OF POLAND
invites to negotiations on purchase of shares of
Elekrtocarbon spółka z ograniczoną odpowiedzialnością
with registered office in Tarnowskie Góry
Minister of Treasury with registered office in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Art. 33.1.3 of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002, No. 171, item 1397, as amended), hereinafter referred to as the “Act”, and pursuant to the Resolution of the Council of Ministers of 17 February 2009 on detailed procedure of disposal of State Treasury-owned shares (Journal of Laws No. 34, item 264) extends an invitation to negotiations to all interested parties regarding the purchase of 59 500 (in words: fifty nine thousand five hundred) shares of nominal value 50 (in words: fifty) PLN each, representing 85% of the share capital of Elekrocarbon spółka z ograniczoną odpowiedzialnością with registered office in Tarnowskie Góry, address: Czarnohucka 10, 42-600 Tarnowskie Góry, entered in the register of entrepreneurs of the National Court Register under KRS number 0000308311, hereinafter referred to as the „Company”.
The basic object of the Company is production carbon brash for electric machines.
At the day present announcement 100% of shares of the company is in possession of State Treasury.
In accordance with Article. 36 of the Act, eligible employees are entitled to unpaid purchase up to 15% of the shares of the Company, currently belonging to the Treasury. Minister of the Treasury provides for the transfer of shares not purchased by eligible employees, has been selected in the mode of these negotiations, the Investor, in case of termination of the rights entitled to unpaid workers' acquisition of these shares.
All concerned, hereinafter referred to as "Potential Investors" are invited to submit written confirmation of interest in participating in the negotiations no later than 26 January 2011 to BUDOSERWIS Z.U.H. Sp. z o.o., telephone (32) 241 24 51 to 57, fax (32) 241 49 56, representing the Minister of the Treasury in the process of selling shares in the Elektrocarbon Sp. z o.o., hereinafter referred to as the „Advisor”.
Persons responsible for receiving applications and giving out "Information Memorandum of the Company" are: Mrs Agnieszka Smykała: email@example.com and Mrs Monika Wilk: firstname.lastname@example.org.
After presenting the current corporate documents, that is copy of the register of entrepreneurs of the National Court Register / certificate of registration in the register of economic activities, reflecting the current representation of the potential investor (the date of issue no earlier than three months before presenting the document), and where the person concerned is not a businessman - the presentation of documentary proof of identity and any power of attorney and signing by the duly authorized representatives of the Potential Investor of the "The obligation of confidentiality", will be available for consideration at the Ministry of the Treasury or at the premises of Advisor, starting from the day following the date of appearance of this call, "Information Memorandum of the Company" (hereinafter "Memorandum") containing information about the legal situation and the economic and financial structure of the Company and the response to publicly announced invitation to negotiations.
"Memorandum" will be available to the day before the deadline for written responses to the publicly announced invitation to negotiations on purchase of shares of the Company.
The fee due for making the “Company’s Information Memorandum” available amounts to 100.00 PLN and it is payable in to account of the Ministry of the Treasury. Till 31 December 2010 payment should be made in to account of the Ministry of the Treasury in the Bank Gospodarstwa Krajowego SA, I Branch Warsaw, No. 83 1130 1017 0019 9426 2520 0008. After 1 January 2011 payment will be made in to account of the Ministry of the Treasury in the Narodowy Bank Polski Branch Warsaw, No. 33 1010 1010 0025 1222 3100 0000. Price for the Memorandum is also payable at the box office of the Ministry, room no. 372, Department of General Accounting and Reporting Department of Budget and Finance Committee on Ministry of the Treasury on working hours 12.00 - 14.00).
Negotiated will be price of acquired shares, the Company's development program includes among others commitment to raise capital or other investment obligations, liabilities for environmental protection, obligations concerning the protection of the interests of employees and other persons associated with the Company and the manner of securing the implementation of these commitments.
The deadline for written responses to the publicly announced invitation to negotiations on acquisition of shares of the Company for Potential Investors, who signed the document "The obligation of confidentiality" and received the "Information Memorandum of the Company, shall expire on 27 January 2011, at 14.00 (time official in Poland).
Replies of Potential Investors should be prepared in Polish and submitted in 2 copies in a sealed envelope at the Ministry of the Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, at the Registry of the Department of Privatization, V floor, room no. 501.
The envelope must bear the inscription: „Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia udziałów spółki Elektrocarbon Sp. z o.o. z siedzibą w Tarnowskich Górach – NIE OTWIERAĆ" ("Responding to a public invitation to negotiations on acquisition of shares of the Elektrocarbon Sp. z o.o. with registered office in Tarnowskie Góry - DO NOT OPEN") and the data for the identification of a potential investor.
Responses will be considered only by Potential Investors who signed the document "The obligation of confidentiality" and received the "Memorandum".
Minister of the Treasury reserves the right to request additional clarification from Potential Investors who submit their response to the publicly announced invitation to negotiations.
Minister of the Treasury by the deadline of 15 February 2011 in writing inform each of Potential Investors, who has the answer to the publicly announced invitation to negotiations, the outcome of its consideration.
Minister of the Treasury reserves the right to: choose one or more Potential Investors with whom to enter into negotiations, changes in procedures and timetable for negotiations, withdraw from negotiations without giving a reason, to extend the deadline for responding to the publicly announced invitation to negotiations and the extension of the deadline to inform the consideration of responses to this invitation.
Minister of the Treasury accepts only one single payment for the shares, which will take place no later than the date of signing agreements for the sale of shares of the Company.
Minister of the Treasury is not liable for any costs incurred by entities interested in acquiring shares in connection with participation in the negotiation and conclusion of the sale of shares of the Company.