The Minister of State Treasury, ul. Krucza 36/Wspólna 6, postal code: 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 Shares (Journal of Laws No. 34 item 264)

 

invites all interested parties to participate in an auction, hereinafter referred to as the Auction, for the purchase of:

 

20,400 shares for one buyer, of a nominal value of PLN 50.00 each, constituting 85% of the share capital of the company Wągrowieckie Przedsiębiorstwo Robót Mostowych Sp. z o.o. with registered office inWągrowiec, ul. Jankowska 6, 62-100 Wągrowiec, hereinafter referred to as the “Company”.

The starting price for the stake of 20,400 shares is PLN3,825,000.00(say: three million eight hundred and twenty five thousand zloty). The starting price for one share is PLN187.50.
 

Bids shall be made by the bidders by raising a bidding paddle. The minimum bidding increment for the entire stake of 20,400 shares is PLN 50,000.00 (say: fifty thousand zloty).

In case no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every three minutes.

The highest bidder shall be obliged to purchase the shares which were not taken up free of charge by eligible employees of the Company pursuant to the Privatization and Commercialisation Act. The purchase shall be made under the terms and conditions set forth in the Share Purchase Agreement attached hereto.

The core activities of the Company include construction and repair of bridges and bridge structures. The Company also owns a manufacturing plant for production of prefabricated road and bridge elements. Production includes prefabricated elements used in road-building as well as in rail and power industries.
 

The Share Purchase Agreement will be concluded with the entity which placed the highest bid during the auction within up to 5 working days from the date of payment of the full purchase price of the shares, 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, Branch in Warsaw.

Payment must be made in full within 10 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 the absence of impediments to the intended merger of companies;

2)       approval of the Minister of Internal Affairs;

- payment must 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 at the organisational unit of the Ministry of Treasury responsible for budget and finance after receipt of the full payment for the shares has been confirmed.

The agreement will be concluded at the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00‑522 Warszawa.

The auction shall be closed upon signing the Share Purchase Agreement for the Company’s shares.

The bid security of PLN 382,500.00 (say: three hundred and eighty two thousand five hundred zloty), 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., Branch No. 1 in Warsaw, by 7 December 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.

Entities interested in the purchase of shares of the above mentioned Companies through a publicly announced auction may obtain, for a fee, the “Company Memorandum”.

For this purpose, the entities are required to:

-         approach the headquarters of the Ministry of Treasury, room 676 on weekdays between 13 November 2009 and 7 December 2009, 12:00 to 2:00 PM,

-         present an extract from the Register of Entrepreneurs of the National Court Register / a certificate confirming entry in the Register of Business Activity, showing the current representation of the entity (certificate must not be older than three months), and in the event that the party interested in the purchase of shares is a natural person who is not an entrepreneur – produce the ID card,

-         sign the “Confidentiality Obligation” by duly authorised representatives of the interested parties.

The “Company Memorandum” concerns individual Companies and contains information on their legal situation and economic and financial standing. The fee for the “Company Memorandum” is PLN 100.00, payable to the cashier (room 372, Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of State Treasury, between 12:00-2:00 PM) or to the account of the Ministry maintained with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

Parties interested in the purchase of the Shares of Wągrowieckie Przedsiębiorstwo Robót Mostowych Sp. z o.o.with registered office inWągrowiecmay be authorised to examine Company documents. To obtain the authorisation, interested parties are required to:

- by 27 November 2009, file a request for permission to examine Company documents in the Department of Ownership Supervision and Privatisation II of the Ministry of Treasury (room 676, fax: (0-22) 629 54 04).

- sign a document titled “Confidentiality Obligation” 

The Minister of Treasury shall have the right to authorise inspection of the documents relating to the Company by entities whose applications were filed after 27 November 2009.

The person responsible for handling the matters concerning the above-mentioned Company documents is:

– Mr. Marcin Świegocki, room 676, tel. (022) 695 81 70.

Applications for participating 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 the details of the bank account to which the bid security should be refunded;

4)      If the entity responding to the invitation is a natural person, applications should include:

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. The certificate must 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, applications should include:

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, along with a duly executed power of attorney;

d)      information on the method of financing of the share purchase transaction;

6)      declaration stating that the entity interested in participating 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, excluding 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 participating 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 participating in the auction should be certified by a Consulate/the Embassy of the Republic of Poland in the country where the entity interested in participating in the auction has its registered office, unless otherwise specified by applicable law provisions.

Applications for the auction must 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 7 December 2009.

A respective inscription should be placed on the envelope:

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Wągrowieckie Przedsiębiorstwo Robót Mostowych Sp. z o.o. z siedzibą w Wągrowcu – Nie otwierać” (Application to participate in the auction for the purchase of shares of the company Wągrowieckie Przedsiębiorstwo Robót Mostowych Sp. z o.o. with registered office in Wągrowiec  – 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 envelope.

The auction will commence on 10 December 2009 at 1:30 PM, 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.

 

 

Share Purchase Agreement:

 

SHARE PURCHASE AGREEMENT

NO. MSP/.......................................................

 

CONCERNING THE PURCHASE OF SHARES OF

Wągrowieckie Przedsiębiorstwo Robót Mostowych Sp. z o.o.
with registered office in Wągrowiec

 

 

concluded on .........., in Warsaw (hereinafter referred to as the “Agreement”),

by and between:

State Treasury of the Republic of Poland, represented by the Minister of Treasury,              Mr. ..................................., hereinafter referred to as the “Seller”

and

(where the buyer is a legal person)

.............................................................. (company/name of the buyer) with the registered office in ........................., at ul. ....................., ................................., entered into the Register of Entrepreneurs kept by the District Court for ................................. in ...............................,     ...... Commercial Division of the National Court Register under KRS No. ................................, represented by ........................................, authorised to represent the Buyer in accordance with the enclosed transcript from the Register (or power of attorney prepared in due form in the event that the person(s) is/are acting pursuant to the power of attorney granted by the persons authorised to represent the Buyer), constituting Appendix 1 hereto, hereinafter referred to as the “Buyer”.

 

(where the buyer is a natural person)

......................................................................................(names and surname), residing in ..................................... at ul. ......................................, holder of the ID card of series ..........  no. ................................. (and in the event that the natural person is engaged in economic activity, the entry in the economic activity records under the number ............................ kept by ......................................................., in accordance with the certificate of entry in the economic activity records, constituting Appendix 1 hereto), hereinafter referred to as the “Buyer”.

 

The Seller and the Buyer are hereinafter collectively referred to as the “Parties”, and each of them individually as a “Party”.

Whereas:

1.      The Seller owns 24,000 (say: twenty four thousand) shares with nominal value of PLN 50.00 (say: fifty zloty) each, constituting 100% of the share capital of the company Wągrowieckie Przedsiębiorstwo Robót Mostowych Sp. z o.o. with registered office in Wagrowiec, entered into the Register of Entrepreneurs kept by the District Court in Poznań, 12^th Commercial Division of the National Court Register under KRS No. 0000246563, hereinafter referred to as the “Company”. The seller reserves the right to transfer, free of charge, 3,600 (say: three thousand six hundred) shares with a nominal value of PLN 50 (say: fifty zloty) each, constituting 15% of the Company’s share capital, to eligible employees of the Company. Company’s transcript from the register of entrepreneurs constitutes Appendix 2 hereto;

2.      The Seller represents that the shares to be disposed of are free of any restrictions on sale or other encumbrances and are not subject to any third party claims.

3.      The Buyer has placed the highest bid during the auction no. ........................., for the purchase of 20,400 (say: twenty thousand four hundred) shares owned by the State Treasury, constituting 85% of the share capital in the company operating under the business name of Wągrowieckie Przedsiębiorstwo Robót Mostowych Sp. z o.o. with registered office in Wągrowiec, hereinafter referred to as the “Shares”, carried out in accordance with the applicable laws;

The Parties have mutually agreed as follows:

§ 1

1.      The Seller sells, and the Buyer buys the Shares.

2.      Purchase price per Share shall be PLN ........... (say: ...........), hereinafter referred to as the “Price per Share”.

3.      Total Share purchase price shall be PLN ........... (say: ...........), and shall be calculated as the product of the Price per Share multiplied by the number of Shares purchased by the Buyer.

 

§ 2

1.      The Seller confirms that the Buyer has paid the amount specified in § 1(3) of the Agreement, reduced by the security in the amount of PLN 382,500.00 (say: three hundred and eighty two thousand five hundred zloty), paid by means of the bank transfer to the account of the Ministry of Treasury no. 03 1010 1010 0025 1213 3920 0000, kept by the National Bank of Poland, Regional Branch in Warsaw.

2.      The Seller hereby confirms that it has received the amount that constitutes the total Share purchase price.

§ 3

1.      The shares shall be transferred by the Seller to the Buyer at the moment of conclusion of this Agreement along with all rights and obligations arising therefrom.

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to promptly notify the Company’s Management Board in writing of conclusion of this Agreement and the transfer of shares to the Buyer as well as to submit the copy of this Agreement in order that a relevant entry be made in the Company’s Shareholders Register.

 

§ 4

1.        The Buyer represents that the conclusion of this Agreement by the Buyer does not violate the provisions of the Polish law nor does it violate any provisions of any permit, authorisation or exemption issued by public administration bodies of the Republic of Poland.

2.        The Buyer did not rely on any representations or declarations, whether explicit or implied, made or submitted by or on behalf of the Seller.

3.        The Buyer represents that it has a complete knowledge of the Company’s legal, financial and economic standing, and in making the decision to purchase the Shares it relies only on its knowledge of the Company. In consideration of the above, the Buyer waives the right to and agrees not to pursue any claims against the Seller, which the Buyer could otherwise pursue with respect to nondisclosure of substantive information concerning the Company’s legal, financial and economic standing.

4.        The Buyer agrees to purchase the shares not acquired by eligible employees of the Company on a free of charge basis (hereinafter referred to as the “Remaining Shares”) immediately upon the expiry of the right for such free of charge acquisition, within 60 days after the Remaining Shares were offered for sale by the Seller.

5.        The Remaining Shares shall be purchased at a price calculated as the product of the number of the Remaining Shares purchased by the Buyer and the Price Per Share, indexed by a weighted average for each period of one year (12 months) of a base rate set by the European Commission and published in the Official Journal of the European Union, increased by 100 basis points, i.e. by 1 percentage point calculated for the period starting from the first day of the month when the Agreement was concluded to the last day of the month preceding the month when the Remaining Shares will be purchased, subject to annual (12 month) capitalisation. The said price, however, shall not be lower than the book value of a single Share as at the end of the financial year of the Company preceding the sale of the Remaining Shares.

 

§ 5

1.      This Agreement shall be governed by the provisions of the Polish law.

2.      The costs of taxes and other fees related to the conclusion of this Agreement shall be borne by the Buyer.

3.      All changes to this Agreement shall be made in writing on pain of nullity, with signatures confirmed by a notary public.

4.      This Agreement has been made in the Polish language, in two identical copies, one for each of the Parties.

5.    All notifications and communication related hereto shall be made in writing and submitted personally, by courier or registered mail upon confirmation of receipt, to the address of:

 

the Seller:                                                                                                         the Buyer:

Ministry of Treasury                                                                                              ...............................

ul. Krucza 36/ Wspólna 6

00-522 Warsaw

 

6.      Each Party shall inform the other Party in writing in case of the change of the address for notifications and communications related hereto. In the event that this obligation is neglected, notifications and communications sent to the former address shall be considered to have been delivered.

 

Signed by:

The Seller:                                         The Buyer:

 

Appendices:

1.      Buyer’s Transcript from the Register of Entrepreneurs from the National Court Register or Certificate of Entry in the economic activity records and the power of attorney (if any).

2.      Company’s Transcript from the Register of Entrepreneurs from the National Court Register.