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Applications to participate in the public auction should be submitted till 01.09.2009. The Auction will commence on 04.09.2009 at 12:00.

Minister of Treasury
extends an invitation to auction
for the purchase of the shares of the company:
„BIPROWŁÓK” Spółka z ograniczoną odpowiedzialnością
with registered office in Łódź

Minister of Treasury, ul. Krucza 36/Wspólna 6, postal code: 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Article 31a, and in relation to Article 33 (1)(5) 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) hereinafter extends an invitation to auction to all interested parties regarding the purchase of 18,700 shares for a single buyer, with nominal value of PLN 50.00 each, constituting 85% of the share capital of the company operating under the business name of “BIPROWŁÓK” Spółka z ograniczoną odpowiedzialnością with registered office in Łódź and address: al. J. Piłsudskiego 12, 90-051 Łódź, hereinafter referred to as the “Company”.

The reserve price for the block of 18,700 shares is PLN 17,989,400.00 (say: seventeen million nine hundred eighty nine thousand and four hundred Polish zlotys). The reserve price per share is PLN 962.00.

Minimum bidding increment value for the entire block of 18,700 shares is determined as PLN 100,000.00 (say: one hundred thousand Polish zlotys).

If none of the potential investors increments the bid, then the highest bid will be called in 1 minute intervals.

The Bidder who offers the highest price shall be obliged to purchase the shares which have not been taken by the eligible employees free of charge, as provided for by the Act, pursuant to the terms and conditions stipulated in the Share Purchase Agreement attached hereto.

The object of the Company is the provision of services in the area of developing comprehensive design documentation/ Bills of Quantity for the construction, extension and upgrading industrial, residential and general construction structures, also as a project management company, as well as letting of own property. The value of the Company is increased by joint perpetual usufruct to land and joint (64.03%) ownership of the office building located at 12 Aleja Piłsudskiego in Łódź.

Entities interested in purchasing shares of the Company through public auction, may purchase a “Company’s Information Memorandum”. The Interested Parties should:

• appear at the Ministry of Treasury, room 727 on business days: between 11 August 2009 and 1 September 2009, between 12:00 PM – 02:00 PM,
• submit a transcript from the Register of Entrepreneurs of the National Court Register/Certificate of entry in the Register of 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);
• have a document entitled “Confidentiality Statement” signed by duly authorised representatives of the interested entities.

“Company’s Information Memorandum” contains information on its legal, economic and financial situation. The purchase price for “Company’s Information Memorandum” is PLN 100.00 and is payable at Cashier’s Office, room 372, General Accounting and Reporting Division of MST Department of Budget and Finance between 12:00 PM and 02:00 PM or to the MST account no. 83113010170019942625200008 kept by Bank Gospodarstwa Krajowego, First Office in Warsaw.

Persons responsible for making the above documentation available are:

• Mr. Tomasz Cajzner, room. 727, phone (022) 695 81 56
• Mrs. Irena Walczak, room 727, phone (022) 695 81 50

The Shares Purchase Agreement shall be concluded with the Bidder who offers the highest price, within 5 working days from the date of payment of the total amount equal to the share purchase price reduced by the amount of security paid, by bank transfer to the MST account no. 03 1010 1010 0025 1213 3920 0000 kept by the National Bank of Poland, Regional Branch in Warsaw.

The payment shall be made in full within 10 working days from the date the highest bidder is announced.
In the case where the purchase of shares requires:
 

1. a Decision of the President of the Office of Competition and Consumer Protection on no objections to the intention of entrepreneurs to merge;
2. an acceptance of the Minister responsible for internal affairs

- the payment shall be made in full within 5 working days from the day of submitting the above mentioned decisions to the Minister of Treasury.

The Share Purchase Agreement will be concluded after the payment of the price is confirmed by the organizational unit of the Ministry of Treasury responsible for budget and finance.

The Share Purchase Agreement will be executed in the seat of the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw.

The adjudication to the highest bidder shall occur at the moment of signing the Share Purchase Agreement.

Bid Security in the amount of PLN 1,798,940.00 (say: one million seven hundred ninety eight thousand nine hundred and forty Polish zlotys) which accounts for 10 % of the reserve price, shall be deposited via bank transfer to the account of the Ministry of Treasury no. 13 1130 1017 0019 9426 2520 0007 at Bank Gospodarstwa Krajowego, First Office in Warsaw until 1 September 2009.

Bid Security shall not be returned in the event that the highest bidder refuses to conclude the agreement or resigns from participating in the auction before the deadline for responses.

Replies to the invitation to participate in an auction should be drawn up in Polish and contain:
 

1. full name and address or business name (for a company) and registered office of the entity interested in participating in the auction;
2. address for correspondence;
3. a confirmation of security payment with indication of a bank account to which the security should be returned;
4. in the event where the entity interested in participating in an auction is a natural person:
   a a photocopy of an ID card, confirmed to be a true copy of the original ID card by a notary public;
   b. in the case of a natural person – entrepreneur, a valid certificate of entry in the Economic Activity Records, if separate provisions of law require the entity to be entered in the Economic Activity Records, submitted in original, transcript or a copy confirmed to be a true copy of the original by a notary public;
   c. information on the method of financing the purchase of shares;
5. in the event where the entity interested in participating in an auction is a legal person:
   a. a valid transcript from the relevant register;
   b. particulars of person(s) authorised to participate in the auction along with the power of attorney;
   c. particulars of person(s) authorised to represent the entity for the purpose of agreement conclusion in case such person is another person than specified in sub-item 1, along with the power of attorney, drawn up in the form required to carry out the transaction;
   d. information on the method of financing the purchase of shares;
6. statement that the entity is interested in participating in the auction:
   a. is not in arrears in tax payment, or a statement that it has obtained an exemption, deferment, or an allowance to pay outstanding payments by instalments, or a complete suspension to enforce a decision of a competent authority, as provided for in law;
   b. is not in arrears in the payment of social security, or health insurance charges or contributions, or a statement that it has obtained an exemption, deferment, or an allowance to pay outstanding payments by instalments, or a complete suspension to enforce a decision of a competent authority as provided for in law;
   c. has fulfilled previous privatisation contracts, and is not a Party to the relevant litigations;
   d. has fulfilled other contracts made with the State Treasury and is not a Party to the relevant litigation;
   e. is neither a subject of a liquidation proceedings, nor declared bankrupt, except for entities which following a bankruptcy have concluded arrangements with creditors confirmed by a final court decision unless such arrangement provides for liquidation of assets of the bankrupt;
   f. is not entered in the register of insolvent debtors;
   g. is not registered as unreliable debtor by the Loan Information Office.

In the event where the entity interested in participating in an auction is a foreign entity, submitted documents made in a foreign language shall be translated into the Polish language by a sworn translator. Documents including a transcript from the relevant register, a power of attorney to act on behalf of the entity interested in participating in the auction should be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity responding to the invitation has its registered office, unless otherwise required by law.

Responses to the invitation to auction should be submitted in one copy in sealed envelopes to the Ministry of State Treasury, 00-522 Warsaw, ul. Krucza 36/Wspólna 6, to the front office of the Ministry of Treasury, or the front office of the Department of State Real Property and Minority Stakes, room no. 447, on business days, in business hours i.e. between 8:15 AM and 4:15 PM, until 1 September 2009.

A respective inscription should be placed on the envelope:
“Response to the invitation to auction regarding the purchase of the block of shares of “BIPROWŁÓK” Spółka z ograniczoną odpowiedzialnością with registered office in Łódź – Do not open”.
A Response to the invitation to auction shall not be accepted if not submitted before the above stipulated deadline and without the above respective inscription.
The auction shall be commenced on 4 September 2009, at 12 PM, room 116 in the seat of the Ministry of State Treasury, ul. Krucza 36/Wspólna 6, Warsaw.
Invitation to participate in the auction as well as auction conditions may be altered or cancelled by the Minister of Treasury.

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