The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warsaw, acting on behalf of the State Treasury, pursuant to Article 33 Paragraph 1 Subparagraph 3 of the Act of 30th 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 Ordinance of the Council of Ministers of 17th February 2009 on the Detailed Procedure for the Disposal of State Treasury Shares (Journal of Laws No. 34, item 264, as amended),
hereby invites all interested parties to negotiations concerning the acquisition of a block of 282,200 (say: two hundred and eighty two thousand two hundred) ordinary registered shares, which belong to the State Treasury, of a nominal value of 10.00 PLN (say: ten) each, which constitutes 85 % of the initial capital of Przedsiębiorstwo Komunikacji Samochodowej w Strzelcach Opolskich Spółka Akcyjna with its registered office in Strzelce Opolskie, ul. 1 Maja 59, 47-100 Strzelce Opolskie, hereinafter referred to as the „Company”.

 

Pursuant to Article 33 of the Act, authorised employees are entitled to gratuitous acquisition of 15% of the Company’s shares taken up by the Treasury on the day on which the Company was entered in the proper register. The Minister of Treasury envisages the possibility of the disposal of the shares which have not been acquired by the authorised employees to an Acquirer selected by way of negotiations, where the rights of the authorised employees to gratuitous acquisition of these shares have expired.

 

The basic objects of the Company are as follows: interurban passenger land transport, other passenger land transport not elsewhere classified, freight transport by road and support activities for transportation.

 

All interested parties are hereby requested to submit a written confirmation of their interest in participating in negotiations till 25^th November 2009, addressed to the Advisor representing the Minister of Treasury in the process of the sale of the shares of Przedsiębiorstwo Komunikacji Samochodowej w Strzelcach Opolskich S.A. - Copernicus Securities Spółka Akcyjna Salzburg Center, ul. Grójecka 5, 02-019 Warszawa, tel. +48 22 44 00 100, fax: +48 22 44 00 105 or Strażeccy i Wspólnicy Spółka Komandytowa Adwokatów, Radców Prawnych i Doradców, ul. Mariacka 17, 40-014 Katowice, tel. +48 32 251 49 17, fax: +48 32 202 51 57.

 

The persons responsible for receiving applications are: Mr. Krzysztof Olszówka (tel. +48 22 44 00 100, krzysztof.olszowka@copernicus.pl) and Mr. Grzegorz Dziurski (tel. +48 32 251 49 17,   grzegorz.dziurski@arpid.pl).

 

Upon appearing at the Advisor’s office at the above-mentioned address, upon presentation of valid documents derived from a proper register or records presenting the representation of the potential Acquirer (with a date of issue which does not exceed three months before the presentation of the document) and, where the interested party is a natural person who is not an entrepreneur, upon presentation of a document which proves their identity, as well as a power of attorney and upon the signing of the “Confidentiality Commitment” by the Potential Investor’s duly authorised representatives, the “Company’s Information Memorandum”, which includes information on the Company’s legal, financial and economic status and on the manner in which the publicly announced invitation to negotiations should be replied to, will be made available to all interested parties (against payment). The “Company’s Information Memorandum” will be made available from the day which succeeds the day of the issue of this invitation. The fee due for making the “Company’s Information Memorandum” available amounts to 100.00 PLN (say: a hundred) and it is payable into the account of the Ministry of Treasury kept by Bank Gospodarstwa Krajowego I o/o Warszawa, No. 83 1130 1017 0019 9426 2520 0008.

 

The subject matter of the negotiations encompasses, in particular: the price for the acquired block of shares, the Company’s development programme suggested by the Potential Acquirer, which includes, among other things, commitments to increase the capital and other investment commitments, commitments concerning the environmental protection, commitments concerning the protection of the interests of employees and other persons related to the Company, as well as the manner in which the fulfilment of these commitments will be secured. The Investor’s commitments to acquire shares intended for the authorised employees, which have not been taken up by those employees, may also constitute the subject matter of the negotiations.

 

The Potential Acquirers’ responses should be drawn up in the Polish language, signed and initialled on each page by the duly authorised representatives of the Potential Acquirer or Potential Acquirers. In the case of a preliminary offer submitted by a consortium of Potential Acquirers, it should be signed by authorised representatives of each of the consortium members.

 

Responses to the publicly announced invitation to negotiations should be submitted personally in a sealed envelope, in two copies, or sent by courier mail to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, the secretary’s office of the Department of Privatisation Projects, 7^th floor, room No. 739.The envelope should bear the following inscription: "Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Przedsiębiorstwa Komunikacji Samochodowej w Strzelcach Opolskich S.A. - Nie otwierać." (“Response to the public invitation to negotiations concerning the acquisition of the shares of Przedsiębiorstwo Komunikacji Samochodowej w Strzelcach Opolskich S.A. – Do not open.”) and the data which makes it possible to identify a Potential Acquirer.

 

Consideration shall be given only to responses submitted by those Potential Acquirers who have signed the “Confidentiality Commitment” and who have collected the “Company’s Information Memorandum”. The Minister of Treasury reserves the right to request that the Potential Acquirers who will submit responses to the publicly announced invitation to negotiations give further explanation.

 

By 17^th December, the Minister of Treasury will have notified in writing each of the Potential Acquirers who has submitted a response to the publicly announced invitation to negotiations about the results.

 

The Minister of Treasury shall accept only a single payment for the shares. The Minister of Treasury shall not allow for a possibility of paying the price for the acquired shares by instalments.

 

The Minister of Treasury reserves the right to:

1)      the possibility of a free selection of the entities with whom negotiations concerning the sale
of the Company’s shares will be taken up and, in particular, to the approval or rejection
of each of the responses to the publicly announced invitation to negotiations;

2)      select one or several entities wit whom negotiations will be taken up;

3)      change the procedure and the schedule of the negotiations;

4)      cease to take up negotiations;

5)      withdraw from the negotiations without giving any reason for that decision;

6)      postpone the deadline for submitting responses to the invitation to negotiations and to postpone the deadline for notifying about the results of considering the response to that invitation;

 

The Minister of Treasury reserves the right to modify the procedure of the sale of shares, including the volume of the block of shares subject to negotiations, depending on the kind of the proposals to acquire the Company’s shares suggested by the Potential Acquirers or in the case
of the establishment of legal acts obliging appropriate State Authorities to create successive reserves of the property of the State Treasury in the form of a detainment of a part of shares belonging to companies wholly owned by the State Treasury which are designed for privatisation.

 

The Minister of Treasury shall not reimburse any of the costs incurred by the entities interested in acquiring the shares in connection with the submission of responses to the publicly announced invitation to negotiations, the participation in the negotiations and the conclusion of the agreement on the disposal of the Company’s shares.