Announcements

Minister of Treasury invites to a public oral auction to purchase shares of the company MARMUR Sławniowice Spółka z ograniczoną odpowiedzialnością with registered office in Sławniowice

The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, as amended), hereinafter referred to as the “Act”, and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to participate in an auction to purchase 23,800 shares for one buyer, of a nominal value of PLN 50.00 each, constituting 85.00% of the share capital of the company MARMUR Sławniowice Sp. z o.o. with registered office in Sławniowice (hereinafter “Shares”), Sławniowice 103, 48-340 Głuchołazy, registered under KRS no. 0000247754, Vat reg. no. (NIP): 755-000-71-00, hereinafter the “Company”.

The company’s business activity is quarrying of ornamental and building stone, quarrying of limestone, gypsum, chalk and slate; cutting, shaping and finishing of ornamental and building stone; collection, purification and distribution of water. The company’s products are made of two types of marble – golden marble and grey-blue marble.

The starting price for the stake of 23,800 Shares is PLN 2,261,000.00 (two million two hundred sixty-one thousand zloty). The starting price for one Share is PLN 95.00 (ninety-five zloty).

The minimum bidding increment for the entire stake of 23,800 Shares is PLN 12.138,00 (twelve thousand one hundred thirty-eight zloty). The bidders will place their bids orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every three minutes.

The highest bidder shall be obliged to purchase the shares that will not be acquired by eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement, hereinafter referred to as the “Share Purchase Agreement”, enclosed to the Invitation.

Entities interested in the purchase of the Shares may purchase the “Company Memorandum”. For this purpose they should:
· approach the Ministry of Treasury, room 463, on business days from 22 February 2010 till 18 March 2010, between 12:00 and 2:00 PM,
· present a Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry into the Register of Business Activity, showing the current representation of the entity (certificate must not be older than three months), and if the interested party is a natural person who is not an entrepreneur – present an identity document,
· sign the document “Confidentiality Obligation” by their duly authorized representatives.

The “Company Memorandum” contains information on the Company’s legal, economic and financial standing. The fee for the “Company Memorandum” is PLN 100.00 and should be paid to the Cashier (room 372) of the Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12.00-2.00 PM, or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego SA, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

For the avoidance of any doubt, the Minister of Treasury declares that the “Company Memorandum” will be issued upon signing the document “Confidentiality Obligation”. The person responsible for releasing the above documentation is:
- Ms. Katarzyna Krupa, room 463, Tel. (22) 695 88 64;
- Ms. Marta Kulik-Zawadzka, room 463, Tel. (22) 695 87 26.

After prior agreement of an appropriate date with the Ministry of Treasury, entities interested in purchasing the Shares will be allowed to conduct a due diligence of the Company and its documents. For this purpose they should submit a request for conducting due diligence of the company to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, front office of the Department of Ownership Supervision and Privatisation I, room 477, fax: 0-22 629 80 97 by 11 March 2010.

The Minister of Treasury may also grant the right to conduct a due diligence of the Company and its documents to an entity who submitted a request for conducting due diligence of the Company after 11 March 2010.

Auction applications should be made in the Polish language and should contain:
1. name, surname and address or name and registered office of the entity interested in participating in the auction;
2. Regon No.;
3. NIP No.;
4. E-mail address,
5. address for correspondence;
6. telephone number;
7. fax number;
8. attached proof of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;
9. If the entity interested in participating in the auction is a natural person:
a) a photocopy of an identity document confirming the identity of such person, certified by a notary public to be a true copy of the original,
b) if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original or as a certified copy made by a notary public,
c) information on the method of financing of the Shares;
10. If the entity interested in participating in the auction is a legal person:
a) a valid extract from the relevant register,
b) details of the person(s) entitled to participate in the auction, along with a power of attorney,
c) details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10 letter b),
d) information on the method of financing of the Shares;
11. declaration that the entity interested in participation in the auction:
a) is not in default with payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
b) is not in default with payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,
c) is not in breach of any other privatisation agreements concluded to date and that the entity is not a party to any court disputes in this regard,
d) is not in breach of any other agreements concluded with the Treasury, and that the entity is not a party to any court disputes in this regard,
e) is not a subject of liquidation proceedings and that no bankruptcy was announced, apart from entities which upon announcement of bankruptcy made an arrangement approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,
f) is not entered in the Register of Insolvent Debtors,
g) is not registered in the Credit Information Bureau as an unreliable borrower.

The documents, specified in the Invitation, submitted in hard copy must be submitted in original or as a certified copy made by a notary public.

Documents written in a foreign language must be submitted together with their translations into the Polish language, made by a certified translator.

Official documents – within the meaning of the Hague Convention of 5 October 1961 (Journal of Laws of 2005 No. 112, item 938) waiving the requirement of legalisation of foreign official documents – made under the applicable laws of the state being the signatory to the Convention, must by supported by an apostille.

Official documents (within the meaning of the Convention waiving the requirement of legalisation of foreign official documents) made under the applicable laws of the state not being the signatory to the Convention, must by submitted after their prior legalisation.

Legalisation or issuance an apostille shall not be required within the scope in which the bilateral or multilateral agreement signed by Poland waived or simplified the process of legalisation or waived the requirement to legalise documents in matters covered by the scope of these agreements.

Auction applications should be submitted in one copy, in a sealed envelope, to the front office of the Ministry of Treasury or the front office of the Department of Treasury Property, room 447, Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, on business days, during office hours 8.15 AM – 4.15 PM, by 18 March 2010.

The envelopes should be marked, respectively:
„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki MARMUR Sławniowice Sp. z o.o. z siedzibą w Sławniowicach.
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa”
(Application to participate in the auction to purchase shares of the company MARMUR Sławniowice Sp. z o.o. with registered office in Sławniowice – Do not open.
Attn: Department of Treasury Property at the Ministry of Treasury).

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if the envelopes are not marked as indicated above.
The auction will commence on 22 March 2010 at 12:00 noon, in room 116 at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

The auction invitation and the terms and conditions of the auction are subject to change or withdrawal by the Minister of Treasury.


The bid security of PLN 100,000.00 (one hundred thousand zloty), which corresponds to 4.4228% of the starting price for the Shares should be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 18 March 2010.

The bid security is not refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.

If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.

The Share Purchase Agreement will be concluded with the entity which placed the highest bid, within up to 5 working days from the date of payment of the full purchase price of the Shares, reduced by the amount of the bid security, by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.
Payment must be made in full within 10 working days from the date of announcing the highest bidder.


In the case when the purchase of shares requires:
1. the decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on no impediments to the intended merger of companies;
2. the consent of the Minister of Internal Affairs
the highest bidder should immediately, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such case, the payment must be made in full within 7 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance (ul. Krucza 36/Wspólna 6, 00-522 Warszawa) after receipt of the full payment for the Shares has been confirmed.

The auction shall be closed upon signing the Share Purchase Agreement for the company’s Shares.

Text of the Share Purchase Agreement:

SHARE PURCHASE AGREEMENT
No. MSP/.......................................................

MARMUR Sławniowice Sp. z o.o.
with registered office in Sławniowice

concluded on .......... in Warsaw (hereinafter referred to as the “Agreement”),
by and between:
the Treasury of the Republic of Poland, represented by the Minister of Treasury, Mr ................................................................................................, hereinafter referred to as the “Seller”
and
(if the buyer is a legal person) *
...................................... (company name of buyer) with registered office in ........................., address ................................................................., entered into the Register of Entrepreneurs kept by the District Court for ............................. in ..........................., Commercial Division ........ of the National Court Register, under KRS number ........................., represented by .............................................................., authorised to represent the Buyer in accordance with the enclosed transcript from the register (or a power of attorney prepared in due form in the event that the person(s) is/are acting pursuant to the power of attorney granted by the persons authorised to represent the Buyer), attached hereto as Annex No. 1, hereinafter referred to as the “Buyer”

(if the buyer is a natural person) *
............................................................. (names and surname), address: ..................................................., holder of Identity Card series .......... no. ............................... (and in the event that the natural person is conducting business activity – the entry number ....................... in the Register of Business Activity kept by ................................................., in accordance with the certificate of entry in the Register of Business Activity, attached hereto as Annex No. 1), hereinafter referred to as the “Buyer”.

The Seller and the Buyer are hereinafter jointly referred to as the “Parties”, and each of them individually as a “Party”.

WHEREAS:

1. The Seller owns 28,000 (twenty-eight thousand) shares of a nominal value of PLN 50.00 (fifty zloty) each, constituting 100.00% of the share capital of the company MARMUR Sławniowice Sp. z o.o. with registered office in Sławniowice, entered into the Register of Entrepreneurs maintained by the District Court in Opole, Commercial Division VIII of the National Court Register, under KRS number 0000247754, hereinafter referred to as the “Company”, of which 4,200 (four thousand two hundred) of the Company’s shares of a nominal value of PLN 50.00 (fifty zloty) each, constituting up to 15% of the Company’s share capital, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;
2. The Seller represents that to the best of the Seller’s knowledge the Shares to be disposed of (referred to in section 3) are free of any restrictions on sale or other encumbrances and are not subject to any third party claims;
3. The Buyer has placed the highest bid in auction no. ..... to sell 23,800 (twenty three thousand eight hundred) shares held by the Treasury, constituting 85% of the share capital of the Company, hereinafter referred to as the “Shares”, held in accordance with applicable laws.

The Parties have mutually agreed as follows:
Article 1

1. The Seller agrees to sell and the Buyer agrees to buy the Shares.
2. The purchase price per Share shall be PLN ....... (......... zloty), hereinafter referred to as the “Price per Share”.
3. The total Share purchase price shall be PLN ...................... (.......... zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.

Article 2

1. The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 100,000.00 (one hundred thousand) paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.
2. The Seller hereby confirms receipt of the amount of the total Share purchase price.

Article 3

1. The Shares shall be transferred by the Seller to the Buyer upon conclusion of this Agreement. All rights and obligations arising from obtaining the Shares shall be assigned and delegated to the Buyer respectively.
2. The Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and purchase of the Shares immediately upon conclusion of this Agreement, as well as to submit a request for making a relevant entry in the Company’s Shareholders’ Register.

Article 4

1. The Buyer represents that the conclusion and performance of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any award, decision, permit, authorisation or exemption issued by the judicial authorities or the public administration bodies of the Republic of Poland.
2. The Buyer declares that he did not rely on any representations or declarations, whether explicit or implied, issued or submitted by the Seller or on behalf of the Seller.
3. The Buyer represents that it has full knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies solely on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.
4. The Buyer agrees to purchase, in accordance with the provisions of the Agreement, the shares not acquired by eligible employees on a free of charge basis (hereinafter referred to as the “Remaining Shares”) offered by the Seller within 3 years from the date of expiry of the expiry of the right for such free of charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.
5. The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 200 basis points, i.e. by 2 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.

Article 5

1. This Agreement shall be governed by the laws of Poland.
2. The costs of taxes and other fees related to the conclusion and performance of this Agreement shall be borne by the Buyer.
3. All changes to this Agreement shall be made in writing, with signatures authenticated by a notary, on pain of nullity.
4. The Parties shall endeavour to resolve any disputes arising out of or in connection with this Agreement amicably.
5. All claims or disputes between the Parties arising out of or in connection with this Agreement, including concerning its validity and construction, that cannot be resolved amicably shall be submitted for resolution by a common court having jurisdiction over the Seller.
6. This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.
7. All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail (with return receipt requested) to the addresses of the Parties:

for the Seller: for the Buyer:
Ministerstwo Skarbu Państwa ........................
ul. Krucza 36/Wspólna 6
00-522 Warszawa

8. Each Party shall inform the other Party in writing in case of any change of the address for notifications and communications related hereto. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

Signed by:
The Seller: The Buyer:

...................................................... ......................................................


Annexes:
1. Buyer’s Transcript from the Register of Entrepreneurs kept by the National Court Register, or Certificate of Entry in the Register of Business Activity and the Power of Attorney (if any).
2. Company’s Transcript from the Register of Entrepreneurs kept by the National Court Register.
 

Publication date : 18.02.2010

Published by : Aleksandra Karpowicz
Author : Department of Treasury Property

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