Announcements

Invitation to negotiate the procurement of stocks in the following company: Zakład Ceramiki Budowlanej ‘Markowicze’ S.A. with its registered office in Cegielnia Markowicze

The 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 Act of 30 August 1996 on commercialization and privatization (Journal of Laws from 2002, No. 171, Item 1397 with subsequent amendments), hereinafter referred to as the ‘Act’ and in compliance with the provisions of the Regulation by the Cabinet of 17 February 2009 on the detailed procedure of selling stocks of the Treasury (Journal of Laws No. 34, Item 264), invites all the parties concerned to negotiate the procurement of a package of 765,000 (in words: seven hundred and sixty-five thousand) ordinary registered stock of the face value o PLN 10.00 (in words: ten zlotys) each, constituting 85% of the authorised capital of Zakład Ceramiki Budowlanej ‘Markowicze’ S.A. with its registered office in Cegielnia Markowicze, address: Cegielnia Markowicze 5, 23-414 Majdan Stary, entered in the Register of Entrepreneurs of the National Court Register held by the District Court in Lublin under KRS No. 0000127402, hereinafter referred to as the ‘Company’.

As of the day of this announcement, 100% of the Company’s stocks are owned by the Treasury, i.e. 900,000 (in words: nine hundred thousand) ordinary registered stocks of the face value of PLN 10.00 (ten zlotys) each.
 
Pursuant to Article 36 of the Act, the eligible employees are entitled to acquire free of charge 15% of the Company’s stocks owned by the Treasury. The negotiations will also concern the sale of the stocks not acquired by eligible employees to the Investor selected within the negotiations, after the expiration of the right of the eligible employees to acquire stocks free of charge.
 

All the parties concerned, hereinafter referred to as ‘Potential Investors’ are requested to submit written confirmations of their intention to participate in the negotiations until 30 September 2009 to the address of the Consultant representing the Minister of Treasury in the process of selling the stocks of Zakład Ceramiki Budowlanej ‘Markowicze’ S.A. – DORADCA Consultants Ltd. Sp. z o.o., ul. Wolności 18a, 81-327 Gdynia, tel. + 48 (58) 621-91-86, fax +48 (58) 621-99-27. Michał Ciurzycki is responsible for receiving applications (mciurzycki@doradca.com.pl).
 
All the parties concerned who apply to the Consultant to the above-mentioned address or the address of the office of DORADCA Consultants Ltd. Sp. z o.o., al. Gen. W. Sikorskiego 11/110, 02-758 Warszawa, tel. + 48 (22) 446-91-83, fax +48 (22) 446-91-82 (Katarzyna Sobotka, ksobotka@doradca.com.pl), after submitting valid corporate documents, i.e. an extract of a relevant register or record indicating the legal representation of a Potential Investor (with a date of issue not earlier than three months before submitting a document), and if a party concerned is an individual who is not an entrepreneur, after displaying a document that confirms his/her identity and a power of attorney, if any, and after signing by authorised representatives of a Potential Investor a document entitled ‘Confidentiality Clause’, shall receive paid access (price: PLN 100.00 payable to the account of the Ministry of Treasury at Bank Gospodarstwa Krajowego S.A., Oddział Warszawa, No. 83 1130 1017 0019 9426 2520 0008) starting on the day following the publication of this invitation, to ‘Memorandum Informacyjne o Spółce’ (the Company Memorandum) containing information on the legal and economic-financial situation of the Company, the process of providing stocks and the form of responses to a public invitation to negotiate.

The subject matter of negotiations shall be the price for the package of stocks to be acquired, the development programme of the Company including e.g. investment commitments, obligations within environmental protection, obligations within the protection of employee interests and the method of securing the performance of such obligations.
 
The deadline for submitting written responses to the public announcement of the invitation to negotiate the acquisition of a package of stocks by Potential Investors who have signed the document entitled ‘Confidentiality Clause’ and have received the ‘Company Memorandum’ expires on 30 September 2009 at 3 p.m. (Warsaw time).

Responses of Potential Investors shall be prepared in Polish and are to be submitted in two copies, in a sealed envelope, to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa at the Secretariat of the Department of Privatization Projects, 7th floor, room 739.
 
The following clause is to be written on the envelope: „Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki Zakład Ceramiki Budowlanej „Markowicze” S.A. z siedzibą w Cegielni Markowicze. Nie otwierać" (‘Response to a public invitation to negotiate the procurement of stocks of Zakład Ceramiki Budowlanej ‘Markowicze’ S.A. with its registered office in Cegielnia Markowicze. Do not open.’) and the data that enable the identification of a Potential Investor.
 
Only responses submitted by Potential Investors who have signed the ‘Confidentiality Clause’ and received the ‘Company Memorandum’ shall be taken into account. The Minister of Treasury reserves the right to demand additional explanations from Potential Investors who will submit responses to the public invitation to negotiations. The Minster of Treasury shall advise each and every Potential Investor who has submitted a response to the public invitation to negotiate on the results of the examination thereof until 23 October 2009.
 
The Minister of Treasury admits the payment of the price for the acquired stocks in instalments, provided an investor secures the unpaid part of the price. The first instalment has to amount to at least 20% (in words: twenty per cent) of the total price for the acquired stocks. The remaining amount shall be payable within 5 years since the conclusion of the stock sale agreement and shall bear interest amounting to at least the investment goods prices growth rate announced quarterly by the President of the Main Statistical Office in the Official Journal of the Republic of Poland, ‘Monitor Polski’.
 
The Minister of Treasury reserves the right to select one or several Potential Investors with whom negotiations shall be conducted, to change the procedure and schedule of negotiations, to withdraw from negotiations without stipulating reasons, to extend the deadline for submitting responses to the public invitation to negotiate and to extend the deadline for notifying the Potential Investors of the results of examining their responses.
 
The Minister of Treasury shall no be liable for any costs incurred by any entities interested in acquiring the stocks due to the preparation of their offers, participation in negotiations or concluding a stock sale agreement.
Publication date : 27.08.2009

Modification date : 27.08.2009
Published by : Aleksandra Karpowicz
Author : Public Relations Office

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