The Minister of Treasury, with headquarters in Warsaw, ul. Krucza 36 / Wspólna 6, 00-522 Warszawa, hereinafter referred to as the “Seller”, acting on behalf of the Treasury, pursuant to Article 33(1)(2) 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 pursuant to the Resolution of the Council of Ministers of 17 February 2009 on Detailed Procedure of Selling Treasury Shares (Journal of Laws of No. 34, item 264), invites all interested parties to submit offers to participate in a written open public tender, hereinafter referred to as the “Tender”, to purchase 34,000,000.00 (say: thirty four million) ordinary registered shares of the company:

1. The Tender will be held at the headquarters of the Seller.

3. In order to participate in the Tender, the bidder is obliged to deposit (before expiry of the deadline specified in section IV item 1 hereof), a bid security amounting to PLN 2,720,000.00    (say: two million seven hundred twenty thousand zloty) to the Seller’s banking account at Bank Gospodarstwa Krajowego S.A., Branch in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007).

 

 

1.    “Company Information”, specimen of the agreement to purchase Company shares and “Additional Information for Investors Participating in the Tender to Purchase Company Shares” will be available for bidders (for a fee of PLN 100.00 payable to the cashier in room 372, Accounting and Payroll Division of the Department of Budget and Finance at the Ministry of Treasury, in the hours from 12 noon to 2 PM, or to the bank account of the Ministry of Treasury at Bank Gospodarstwa Krajowego S.A., branch in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008), staring from the day following the date when this Invitation was published, after submitting a Transcript from the Register of Entrepreneurs/Certificate of Entry in the Register of Business Activity by authorized representatives or an Authorisation to Collect Documentation by persons not listed in the National Court Register/Certificate on Entry in the Register of Business Activity, and upon signing the document “Confidentiality Obligation” at the headquarters of the Seller, room 570, between 12 noon and 2 PM.

2.    Bidders will be able to acquaint themselves with the Company’s enterprise on a date agreed with the Seller.
 

3.    Detailed terms of purchase of Company shares along with requirements concerning investment‑related and environmental protection commitments, commitments related to protection of the interests of employees and other individuals related to the company, along with the methods of ensuring that these commitments are met are specified in this Invitation, in a document titled “Additional Information for Investors Participating in the Tender to Purchase Company Shares” and a specimen of share purchase agreement made available to the bidders, all of which constitute an integral part hereof.

 

 

All queries should be directed to the following address:

 

Deadline for submitting the queries expires on 19 November 2009.

 

2.    The Seller reserves the right to request additional clarifications from bidders.

 

1.    PLACE, PROCEDURE, FORM AND DATE FOR SUBMITTING OFFERS

 

 

 

Offers must be made and submitted in accordance with the Seller’s requirements for the bidders, as set forth in this Invitation and in the “Additional Information for Investors Participating in the Tender to Purchase Company Shares”.

 

 

Submitted offer shall be binding for the bidder until an agreement is signed with the highest bidder, however not longer than 180 days from the offer submission deadline.

 

 

 

The bidders will be immediately notified of the tender results in writing.

 

 

Upon selecting of the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of Company shares. Bid securities paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the offer submission date, or evade from concluding the agreement to purchase Company shares, then the security paid by such bidder will not be refunded.

 

The agreement to purchase Company shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of tender results. However, if the winning bidder is obliged to obtain a Decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies or a Decision of the Minister of Internal Affairs and Administration authorising for purchase of Company shares, the share purchase agreement will be concluded within 60 days from the date of a written notification of the Seller by the bidder that the above mentioned consent(s) were obtained.

 

The core business activity of the Company is the manufacture and distribution of collagen casings used in the manufacture of meat products and cured meats.

The share purchase offer will concern 34,000,000.00 (say: thirty four million) shares of a nominal value of PLN 1.00 (say: one zloty) each, making up 85 % of the Company’s share capital.

 

The minimum single share price shall be PLN 1.60 (say: one zloty and sixty groszy).

 

 

a) decide not to hold a Tender without specifying reasons;

c) are submitted after the stipulated deadline;