The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, 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 Selling Treasury Shares (Journal of Laws of 2009 No. 34, item 264, Journal of Laws of 2009 No. 127, item 1054),

 

hereby invites all interested parties to participate in an oral auction, hereinafter referred to as the “Auction”, to purchase:

 

25,500 shares for one buyer, of a nominal value of PLN 50.00 each, constituting 85% of the share capital of the company Przedsiębiorstwo Robót Drogowych i Mostowych w Bielsku Podlaskim Sp. z o.o. with registered office in Bielsk Podlaski: ul. Sportowa 4, 17-100 Bielsk Podlaski, hereinafter referred to as the “Company”.

The starting price for the stake of 25,500 shares is PLN 2.991.150,00. The starting price for one share is PLN 117,30.

Bids shall be placed by the bidders by raising a bidding paddle. The minimum bidding increment for the entire stake of 25,500 shares is PLN 50,000.00 (fifty thousand zloty).

 

If 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 that will not be acquired by the eligible employees who are entitled to acquire such shares on a free-of-charge basis in accordance with the Act, under the terms and conditions set forth in the Share Purchase Agreement enclosed to the Invitation.

The Company’s core business activity is road works. The Company also performs elements of rain drain systems, provided that they are an element of the road project implemented. The Company also conducts business activity in scope of sale of bitumen mix and concrete.

 

The Share Purchase Agreement will be concluded with the entity which placed the highest bid, 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, held with the National Bank of Poland (NBP), Branch in Warsaw.

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

the 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 Share Purchase 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 209.380,50 (two hundred and nine thousand three hundred and eighty, 50/100 zloty), which corresponds to 7% of the starting price for the entire stake of shares, should be paid by bank transfer to the account of the Ministry of Treasury, held with Bank Gospodarstwa Krajowego, by 15 December 2009.

The bid security is not 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 passed.

Entities interested in the purchase of the Company’s shares through a public auction may purchase the “Company Memorandum”. For this purpose they should:

·        approach the Ministry of Treasury, room no. 676, on business days from 24 November 2009 till 14 December 2009, between 09:00 AM and 04:00 PM,

·        present the Transcript from the Register of Entrepreneurs of the National Court Register / Certificate on Entry into the Register of Business Activity, showing the current representation of the entity (certificate must not be older than three months), and if the interested party is a natural person who is not an entrepreneur – present an identity document,

-          sign the document “Confidentiality Obligation” by their duly authorized representatives.

The “Company Memorandum” is made for individual Companies and it contains information of the Company’s legal, economic and financial standing. The fee for the “Company Memorandum” is PLN 100.00 and should be paid to the Cashier (room 372) of the Department of General Accounting and Reporting of the Department of Budget and Finance at the Ministry of Treasury, between 12.00-2.00 PM) or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008.

The entity interested in purchasing the shares of the Company Przedsiębiorstwo Robót Drogowych i Mostowych w Bielsku Podlaskim Sp. z o.o. with registered office in Bielsk Podlaski may be allowed to conduct a due diligence on the Company. For this purpose the entity should:

-         submit from 24 November 2009 till 08 December 2009 to the Department of Ownership Supervision and Privatisation II at the Ministry of the Treasury (room 676, fax: (0-22) 629 54 04) a request for conducting due diligence on the Company,

-         sign the “Confidentiality Obligation”.

The Minister of Treasury may also grant the right to conduct a due diligence on the Company to an entity who submitted a request for conducting due diligence on the Company after 08 December 2009.

 

The person responsible for releasing the above documentation and for determining a date for acquaintance with the Company’s enterprise is:

- Mr. Marcin Świegocki, room 676, Tel. (022) 695 81 70.

Auction applications 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 certified 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.

Auction applications 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 15 December 2009.

The envelopes should be marked, respectively:

„Zgłoszenie do udziału w aukcji dotyczącej nabycia udziałów spółki Przedsiębiorstwo Robót Drogowych i Mostowych w Bielsku Podlaskim Sp. z o.o. z siedzibą w Bielsku Podlaskim– Nie otwierać”(Application to participate in the auction for the purchase of shares of the company Przedsiębiorstwo Robót Drogowych i Mostowych w Bielsku Podlaskim Sp. z o.o. with registered office in Bielsk Podlaski– Do not open).

 

Applications to participate in the auction will not be accepted after the expiry of the stipulated date and/or if the envelopes are not marked as indicated above.

The auction will commence on 21 December 2009 at 15.30 in room 116 at the Ministry of the Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

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

............................................................................................................................................................

 

Text of the Share Purchase Agreement:

 

SHARE PURCHASE AGREEMENT

No. MSP/.......................................................

concerning the purchase of shares of the Company

Przedsiębiorstwo Robót Drogowych i Mostowych w Bielsku Podlaskim Sp. z o.o.
with registered office in Bielsk Podlaski

 

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

by and between:

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

and

(if the buyer is a legal person)

...................................... (company name of buyer) with registered office in ........................., address ................................................................., entered into the Register of Entrepreneurs kept by the District Court for ............................. in ..........................., Commercial Division ........ of the National Court Register, under KRS number ........................., represented by .............................................................., authorised to represent the Buyer in accordance with the enclosed transcript from the register (or a 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), attached hereto as Annex No. 1, hereinafter referred to as the “Buyer” .................................... .

(if the buyer is a natural person)

............................................................. (names and surname), residing in ........................, address: ..........................................................., holder of ID card series .......... no. ............................... (and in the event that the natural person is conducting business activity – the entry number ....................... in the Register of Business Activity kept by ................................................., in accordance with the certificate of entry in the Register of Business Activity, attached hereto as Annex No. 1), hereinafter referred to as the “Buyer”.

 

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

WHEREAS:

1.      The Seller owns 30,000 (thirty thousand) shares, of a nominal value of PLN 50.00 (fifty zloty) each, constituting 100% of the share capital of the company Przedsiębiorstwo Robót Drogowych i Mostowych w Bielsku Podlaskim Sp. z o.o. with registered office in Bielsk Podlaski, entered into the Register of Entrepreneurs kept by the District Court in Białystok, Commercial Division XII of the National Court Register under KRS number 0000319267, hereinafter referred to as the “Company”, of which 4,500 (four thousand five hundred) of the Company’s Shares, of a nominal value of PLN 50.00 (fifty zloty) each, constituting up to 15% of the Company’s share capital, will be made available free of charge to eligible employees of the Company. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;

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 in oral auction no. ..... to sell 25,500 (twenty five thousand five hundred) of the Treasury’s shares, constituting 85% of the share capital, hereinafter referred to as the “Shares”, of the Company Przedsiębiorstwo Robót Drogowych i Mostowych w Bielsku Podlaskim Sp. z o.o. with registered office in Bielsk Podlaski, held in accordance with applicable laws;

 

The Parties have mutually agreed as follows:

Article 1

1.      The Seller agrees to sell and the Buyer agrees to buy the Shares.

2.      The purchase price per Share shall be PLN ....... (......... zloty), hereinafter referred to as the “Price per Share”.

3.      The total Share purchase price shall be PLN ...................... (............................................ zloty) and it is equal to the product of the Price per Share and the number of the Shares purchased by the Buyer.

Article 2

1.      The Seller confirms that the Buyer has paid the amount specified in Article 1(3) of the Agreement, reduced by the amount of the bid security of PLN 209.380,50 (two hundred and nine thousand three hundred and eighty, 50/100 zloty) paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), Branch in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

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

Article 3

1.      The shares shall be transferred by the Seller to the Buyer upon conclusion of this Agreement. All rights and obligations arising from obtaining the shares shall be assigned and delegated to the Buyer respectively.

2.      Upon conclusion of this Agreement, the Buyer shall be obliged to notify the Company’s Management Board immediately in writing of conclusion of this Agreement and purchase of the Shares immediately upon conclusion of this Agreement, as well as to submit a copy of the Agreement in order to make a relevant entry in the Company’s Shareholders’ Register.

Article 4

1.                                      The Buyer represents that the conclusion of this Agreement by the Buyer does not violate any 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, issued or submitted by the Seller or on behalf of the Seller.

3.                                      The Buyer represents that it has full 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 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 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 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 single Share as at the end of the Company’s financial year preceding the sale of the Remaining Shares.

Article 5

1.      This Agreement shall be governed by the laws of Poland.

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, with signatures authenticated by a notary, on pain of nullity.

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 (with return receipt requested) to the addresses of the Parties:

for the Seller:                                                          for the Buyer:

Ministerstwo Skarbu Państwa                                     ........................

ul. Krucza 36/ Wspólna 6

00-522 Warszawa

6.      Each Party shall inform the other Party in writing in case of any change of the address for notifications and communications related hereto. If any of the Parties fails to inform the other Party as required, the notifications and communications sent to the former address shall be deemed delivered.

 

Signed by:

The Seller:                                                                            The Buyer:

 

 

 

 

Annexes:

1.      Buyer’s Transcript from the Register of Entrepreneurs kept by the National Court Register, or Certificate of Entry in the Register of Business Activity and the Power of Attorney (if any).

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