Announcements

The Minister of Treasury invites to participate in negotiations to purchase the shares of Strzegomskie Zakłady Mechaniczne ZREMB S.A. with registered office in Strzegom

The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Article 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,” invites all interested parties to participate in negotiations for the purchase of a stake of 527.000 (say: five hundred and twenty-seven thousand) ordinary registered shares, of a nominal value of PLN 10 (say: ten zloty) each, constituting 85% of the share capital of Strzegomskie Zakłady Mechaniczne ZREMB S.A. with registered office in Strzegom, ul. Wesoła 1, 58-150 Strzegom, hereinafter referred to as the “Company.”
As of the day of this announcement, 100% of the Company’s shares is held by the State Treasury.
Pursuant to Article 36 of the Act, 93.000 (say: ninety-three thousand) shares constituting 15% of the share capital shall be granted, free of charge, to eligible employees. The Minister of Treasury envisages the possibility to sell the shares which have not been taken by the eligible employees to the Investor selected as a result of this public invitation to negotiations, as soon as the eligible employees’ right to a free-of-charge acquisition of such shares has expired.

The principal object of Company’s activity is concrete mixer, cargo concrete manufacturing plants and concrete mixture manufacturing plants.
Each interested party, upon reporting to the Ministry of Treasury, room 676 on working days between 12:00 and 2:00 PM within the period from 1 March 2010 to the day immediately preceding the day of submitting written Responses to the public invitation to negotiations to purchase the stake of Company’s shares (hereinafter also referred to as the “Responses”) and after signing the document entitled “Confidentiality Statement,” shall receive the “Information Memorandum of Strzegomskie Zakłady Mechaniczne ZREMB S.A. with registered office in Strzegom” (hereinafter referred to as the “Memorandum”) containing information on the company’s legal, economic and financial standing and on the structure of the Response.

Upon receiving the Memorandum, the Potential Investor shall present a document confirming his/her identity, a letter of attorney authorizing to act on behalf of the Potential Investor, a proof of payment for Memorandum and a transcript from the Register of Entrepreneurs of the National Court Register (in the case of entrepreneurs listed in the Register of Entrepreneurs) or a Certificate of entry in the register of business activity (in the case of natural persons conducting business activity), specifying the current representation of the entity (with the date of issue not earlier than three months prior to the document presentation date).

In the case when the entity interested in negotiations is a foreign entity, documents submitted in a foreign language shall be translated into the Polish language by a sworn translator.
Payment for the Memorandum amounting to PLN 100 shall be made at the cash desk in the Ministry of Treasury, room 372 between 12:00 and 2:00 PM or to the bank account of the Ministry of Treasury at Bank Gospodarstwa Krajowego S.A., I Oddział Warszawa, No. 83113010170019942625200008) indicating the payment reason as the “Information Memorandum of Strzegomskie Zakłady Mechaniczne ZREMB S.A. with registered office in Strzegom.”
The person responsible for receiving applications is Paweł Sroczyński, the Ministry of State Treasury, room 676, tel. (022) 695-84-93.
The subject of negotiations shall be the price for the purchased stake of shares, Company development program including, among other things, commitments to raise the capital and other investment commitments, environmental protection commitments as well as those concerning the protection of the interests of Company’s employees and the measures for securing the fulfilment of those commitments.

The deadline for submitting written Responses by the Potential Investors who have received the Memorandum shall expire on 9 April 2010 at 2:00 PM, Warsaw time. Responses shall be made in the Polish language. They shall be submitted in one copy, in a sealed envelope, to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, at the secretary’s office (room 601) of the Department of Corporate Supervision and Privatisation II. The envelopes shall be marked as follows:
“Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia pakietu akcji spółki Strzegomskie Zakłady Mechaniczne ZREMB S.A. z siedzibą w Strzegom – Nie otwierać” (“Response to the public invitation to participate in negotiations for the purchase of the stake of shares of Strzegomskie Zakłady Mechaniczne ZREMB S.A. with registered office in Strzegom - Do not open”) and the identification data of the Potential Investor.

The Minister of Treasury reserves the right to request additional information from the Potential Investors who submit Responses. The Minister of Treasury shall inform each entity that has submitted a Response about the result of its examination in writing, by 23 April 2010.

Only responses submitted by the Potential Investors who have signed the document “Confidentiality Statement” and collected the Memorandum shall be considered.

The Minister of Treasury also reserves the right to: select one or several entities to participate in the negotiations; to withdraw from negotiations without giving any reasons; to extend the deadline for submitting Responses; to extend the deadline for informing about the Response examination result; and to change the negotiation procedure and schedule.

The Minister of Treasury shall not reimburse any costs incurred by the entities interested in purchasing the shares in connection with their participation in the negotiations and the conclusion of a share purchase agreement.

 

Publication date : 01.03.2010

Published by : Aleksandra Karpowicz
Author : Department of Ownership Supervision and Privatisation II

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