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Minister of Treasury extends an invitation to negotiations for the purchase of shares of companies
1. Przedsiębiorstwo Uzdrowiskowe “Ustroń” S.A. with registered office in Ustroń
2. “Solanki” Uzdrowisko Inowrocław Sp. z o.o. with registered office in Inowrocław
3. Uzdrowisko Połczyn S.A. with registered office in Połczyn Zdrój
Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 33 (1) (3) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171 item 1397, as subsequently amended), hereinafter referred to as the “Act,” and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Disposal of Treasury-owned Shares (Journal of Laws No. 34, item 264, as subsequently amended), extends to all interested entities an invitation to negotiations for the purchase of:
- 2.569.000 (say: two million five hundred and sixty-nine thousand) shares for one buyer, with the nominal value of PLN 10 (say: ten zloty) each, constituting 90.77% of the share capital of Przedsiębiorstwo Uzdrowiskowe “Ustroń” S.A. with registered office in Ustroń, ul Sanatoryjna 1;
- 30.276 (say: thirty thousand two hundred and seventy-six) shares for one buyer, with the nominal value of PLN 500 (say: five hundred zloty) each, constituting 92.42% of the share capital of “Solanki” Uzdrowisko Inowrocław Sp. z o.o. with registered office in Inowrocław, ul. Solankowa 77,
- 1.600.621 (say: one million six hundred thousand six hundred and twenty-one) shares for one buyer, with the nominal value of PLN 10 (say: ten zloty) each, constituting 89.91% of the share capital of Uzdrowisko Połczyn S.A. with registered office in Połczyn Zdrój, ul Zdrojowa 6;
The above companies are hereinafter jointly referred to as “Companies.”
Pursuant to Article 36(1) of the Act, eligible employees are entitled to acquire free of charge up to 15% of the shares of each Company that were acquired by the Treasury on the day when the Companies were entered in the register. The Minister of Treasury envisages that the shares which are not acquired by the eligible employees may be alienated to the Investor selected as a result of these negotiations in the event that the right of such eligible persons to acquire these shares free of charge expires.
The core objects of the companies are medical practice activities and physiotherapy.
All interested parties who come to the Ministry of Treasury, room 570, on business days, between 10 February 2010 and 3 March 2010, from 12.00 noon to 2.00 PM, and produce a transcript from the Register of Entrepreneurs from the National Court Register / the certificate of entry in the register of business activity, reflecting the current standing of the entity (issued not earlier than three months prior to the date of submission), upon signing of the “Confidentiality Obligation” document by the duly authorised representatives of a Potential Investor will receive, for a fee, the “Company Memorandum” issued for each Company individually, containing the information on the Company’s legal, financial and economic standing and the structure of responses to the public invitation to negotiations. The fee for the “Company Memorandum” is PLN 100.00 (say: one hundred zloty), and it is payable at the cashier’s desk, room 372, Division of General Accountancy and Reporting of the Department of Budget and Finances of the Ministry of Treasury from 12.00 noon to 2.00 PM or to the account of the Ministry of Treasury no. 83113010170019942625200008, maintained in Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw.
For the avoidance of any doubt, the Minister of State Treasury declares that the “Company Memorandum” is issued for each Company individually, upon signing of the document “Confidentiality Obligation” separately for each Company, and that the privatization process will be conducted for each of the Companies individually.
The persons responsible for accepting responses are Paulina Warszewska and Ewa Wojda-Podolska, room 570, phone (022) 695 83 11/ 695 87 67, fax (022) 695 87 09.
If Potential Investors are interested in the purchase of shares of more than one Company, offers must be submitted for each of the Companies individually.
The subject of negotiations shall be in particular the price of the Companies’ shares, the Companies’ development programme prepared by the Potential Investor including the commitments to raise the share capital and other investment commitments, environmental commitments as well as commitments concerning the protection of interests of employees and other persons related to the Companies and the manner of securing that these commitments are executed. The Minister of Treasury shall only accept a one-off payment for shares, which should be made by means of a bank transfer to the account of the Ministry of Treasury prior to the conclusion of the share purchase agreement.
The deadline for submitting written responses to the public invitation to negotiations for the purchase of the Companies’ shares shall be 8 March 2010, 2:00 PM Warsaw Time.
Potential Investors’ responses should be made in the Polish language. They should be submitted in one copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, to the front office of the Department of Ownership Supervision and Privatisation IV, room 553, phone (022) 695 87 10, fax (022) 695 87 09.
On the envelope should be placed details identifying the Potential Investor as well as the respective inscription:
„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki Przedsiębiorstwo Uzdrowiskowe „Ustroń” S.A. z siedzibą w Ustroniu - nie otwierać”(“Response to the public invitation to participate in negotiations for the purchase of shares of Przedsiębiorstwo Uzdrowiskowe “Ustroń” S.A. with registered office in Ustroń – Do not open”);
„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia udziałów Spółki „Solanki” Uzdrowisko Inowrocław Sp. z o.o. z siedzibą w Inowrocławiu - nie otwierać”(“Response to the public invitation to participate in negotiations for the purchase of shares of “Solanki” Uzdrowisko Inowrocław Sp. z o.o. with registered office in Inowrocław – Do not open”);
„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki Uzdrowisko Połczyn S.A. z siedzibą w Połczynie Zdroju - nie otwierać”(“Response to the public invitation to participate in negotiations for the purchase of shares of Uzdrowisko Połczyn S.A. with registered office in Połczyn Zdrój – Do not open”).
Only responses submitted by the Potential Investors who signed the document “Confidentiality Statement” and collected the “Company Memorandum” shall be considered.
The Minister of Treasury reserves the right to request clarifications from Potential Investors, who submitted responses to the public invitation to negotiations.
The Minister of Treasury shall inform each Potential Investor who has submitted a response to the public invitation to participate in negotiations on the decision regarding their response by means of registered mail to be sent by 29 March 2010.
The Minister of Treasury in particular reserves the right to select one or several Potential Investors with whom the negotiations shall be conducted; change the procedure and schedule of negotiations; terminate negotiations without giving reasons; extend the deadline for filing responses to the public invitation for negotiations and the date for informing potential investors of the result of examination of such responses.
The Minister of Treasury is not responsible for reimbursement of any costs incurred by the entities interested in the purchase of shares in connection with their participation in the negotiations and with conclusion of a share purchase agreement concerning the Companies’ shares.
Author : Public Relations Office
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