Announcements

The Minister of Treasury extends an invitation to an auction to purchase the shares of the company HSW – Zakład Zespołów Napędowych Sp. z o.o. with registered office in Stalowa Wola

The Minister of State Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31(a), 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 Disposal of Treasury-owned Shares (Journal of Laws No. 34 item 264, as amended), and pursuant to AGREEMENT No. PO2/00476/00/2009 signed on 19 August 2009 in Warsaw between the Minister of the Treasury, Huta Stalowa Wola S.A. and Agencja Rozwoju Przemysłu S.A. (Industrial Development Agency) invites all interested parties to participate in an auction to purchase a total of 229,173 shares by one buyer, of a nominal value of PLN 126.00 each, constituting 100.00 % of the share capital of the company HSW – Zakład Zespołów Napędowych Sp. z o.o. with registered office in Stalowa Wola, ul. Władysława Grabskiego 23, 37-450 Stalowa Wola, hereinafter referred to as the “Company”.

The stake offered for sale comprises the following shares:
 
- shares owned by the Treasury, represented by the minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, selling a stake of 96,138 shares, constituting 41.95 % of the share capital of the company HSW – Zakład Zespołów Napędowych Sp. z o.o. with registered office in Stalowa Wola;
 
- shares owned by Huta Stalowa Wola S.A with registered office in Stalowa Wola, ul. Kwiatkowskiego 1, 37-450 Stalowa Wola, selling a stake of 95,723 shares, constituting 41.77 % of the share capital of the company HSW – Zakład Zespołów Napędowych Sp. z o.o. with registered office in Stalowa Wola;
 
- shares owned by Agencja Rozwoju Przemysłu S.A. with registered office in Warsaw, ul. Wołoska 7, 02-675 Warszawa, selling a stake of 37,312 shares, constituting 16.28 % of the share capital of the company HSW – Zakład Zespołów Napędowych Sp. z o.o. with registered office in Stalowa Wola;
 
The starting price for the stake of 229,173 shares is PLN 20,002,219.44.
The starting price for one share is PLN 87.28.
 
The minimum bidding increment for the entire stake of 229,173 shares is PLN 100,000 (say: one hundred thousand zloty).
In case of no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every three minutes.
The objects of the Company is the manufacture of bearings, gear wheels and drive elements.
All parties interested in the purchase of the Company’s shares through a public auction may receive, for a fee, a “Company Memorandum”. For this purpose the interested parties should:

- approach the Ministry of the Treasury, room 423, on weekdays: between 8 August 2009 and 21 September 2009 (12:00 noon – 2:00 PM);
- present an Extract from the Register of Entrepreneurs of the National Court Register / a Certificate of Entry in the Register of Business Activity, showing the current representation of the entity (certificate must be not older than three months);
- sign the document “Confidentiality Statement” by duly authorized representatives of the interested parties.

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 it is payable to the cashier (room 372, Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury), between 12.00 noon – 2.00 PM, or to the account of the Ministry maintained with Bank Gospodarstwa Krajowego, I O/O Warszawa, account no. 83 1130 1017 0019 9426 2520 0008.
The person responsible for receiving applications is Mr. Grzegorz Domański, room 423, phone (022) 695 82 66.
 
The Share Purchase Agreement for the shares owned by the Treasury will be concluded with the entity which placed the highest bid during the auction within up to 10 working days from the date of payment of the full purchase price of the shares owned by the Treasury, 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, maintained with Narodowy Bank Polski, O/O Warszawa.
 
The Share Purchase Agreement for the shares owned by Huta Stalowa Wola S.A. (HSW S.A.) will be concluded with the entity which placed the highest bid during the auction within up to 10 working days from the date of payment of the full purchase price of the shares owned by HSW S.A., reduced by the amount of the bid security, by a bank transfer to the account of Huta Stalowa Wola S.A., account no. 74 1240 2799 1111 0000 3844 5376, maintained with PEKAO S.A., I Oddział in Stalowa Wola.
 
The Share Purchase Agreement for the shares owned by Agencja Rozwoju Przemysłu S.A. (ARP S.A.) will be concluded with the entity which placed the highest bid during the auction within up to 10 working days from the date of payment of the full purchase price of the shares owned by ARP S.A., reduced by the amount of the bid security, by a bank transfer to the account of Agencja Rozwoju Przemysłu S.A., account no. 17 1240 1112 1111 0000 0165 3845, maintained with Bank Pekao S.A., VIII O/Warszawa.
 
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;
- payment must be made in full within 5 working days from the day of submitting the above mentioned decision and consent to the Minister of Treasury.
The Share Purchase Agreement will be concluded at the organisational units of the Ministry of Treasury, Agencja Rozwoju Przemysłu S.A. and Huta Stalowa Wola responsible for budget and finance, after receipt of the full payment for the shares has been confirmed.
 
The auction shall be closed upon signing the Share Purchase Agreements for the Company’s shares.
 
The bid security of PLN 2,000,221.95 (say: two million two hundred and twenty-one zloty ninety-five groszy), which corresponds to 10 % of the starting price, shall be paid by bank transfer to the account of the Ministry of Treasury, account no. 13 1130 1017 0019 9426 2520 0007, maintained with Bank Gospodarstwa Krajowego S.A., I/O Warszawa, by 28 September 2009.
The bid security is non 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 expired.
 
Applications for participation in the auction 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)      address for correspondence;
3)      attached evidence of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;
4)      If the entity responding to the invitation 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 share purchase transaction;
5)      If the entity responding to the invitation 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 1;
d)      information on the method of financing of the share purchase transaction;
6)      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 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.
In the event that the entity interested in participation in the auction is a foreign entity, the submitted documents in a foreign language must be translated into the Polish language by a sworn translator. Documents such as an extract from the relevant register, a power of attorney to act on behalf of the entity interested in participation in the auction should be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity interested in participation in the auction has its registered office, unless specified otherwise by applicable law provisions.
Applications for the auction 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 Ministry of Treasury or the front office of the Department of State Real Property and Minority Stakes, room 447, on business days, during office hours 8:15 AM – 4:15 PM, by 28 September 2009.
A respective inscription should be placed on the envelope:

“Application to participate in the auction for the purchase of shares of the company„ HSW – Zakład Zespołów Napędowych Sp. z o.o. with registered office in Stalowa Wola – Do not open”

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if no inscription, as indicated above, has been placed on the envelopes.
The auction will commence on 2 October 2009 at 12:00 noon, in room 116, Ministry of Treasury, ul. Krucza 36/Wspólna 6, Warsaw.

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

Publication date : 08.09.2009

Published by : Aleksandra Karpowicz
Author : Public Relations Office

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