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 No. 34, item 264, as amended), hereby invites all interested parties to participate in an auction to purchase:
 

70,000 ordinary bearer shares (series “A”) for one buyer, of a nominal value of PLN 2.46 each, constituting 10% of the share capital of the company DROBIA S.A. with registered office in Studzienice (hereinafter the “Shares”), ul. Jaskółek 12, 43-215 Jankowice, registered under number KRS 0000107547, VAT registration number: 627-001-80-13, hereinafter referred to as the “Company”.

The Company’s business activity is mainly activity in scope of letting and servicing of real estate.

The starting price for the stake of 70.000 shares is PLN 1,099,000.00 (one million ninety-nine thousand zloty).

The starting price for one share is PLN 15.70 (fifteen zloty seventy groszy).

The minimum bidding increment for the entire stake of 70,000 Shares is PLN 5,500.00 (five thousand five hundred zloty).Bids shall be placed by the bidders orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The bid security of PLN 109,900.00 (one hundred nine thousand nine hundred zloty), which corresponds to 10% of the starting price for the Shares, should be paid by bank transfer to the account of the Ministry of Treasury, held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 6 January 2010.

The bid security is not refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the highest bidder decides not to participate in the auction after the date for submitting applications has passed.

If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.
 

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), O/O in Warsaw.

Payment must be made in full within 5 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 highest bidder should immediately, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such case, 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 (ul. Krucza 36/Wspólna 6, 00-522 Warszawa), after the receipt of the full payment for the shares has been confirmed.

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

279,832 ordinary bearer shares (series “A”) for one buyer, of a nominal value of PLN 2.01 each, constituting 25.21% of the share capital of the company Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz (hereinafter the “Shares”), ul. Bacholińska 11, 42-470 Siewierz, registered under number KRS 0000049108, Tax registration number: 626-000-37-54, hereinafter referred to as the “Company”.

The company’s business activity is quarrying of calcareous rocks, gypsum, chalk, stone, gravel and sand, as well as mining of minerals.

The starting price for the stake of 279,832 Shares is PLN 22,946,224.00 (twenty-two million nine hundred forty-six thousand two hundred twenty-four zloty).

The starting price for one share is PLN 82.00 (eighty-two zloty).

The minimum bidding increment for the entire stake of 279,832 Sharesis PLN 115,000.00 (one hundred and fifteen thousand zloty). Bids shall be placed by the bidders orally. If no further bids are placed by the bidders, subsequent calls of the highest bid shall be made every one minute.

The bid security of PLN 2,294,622.40 (two million two hundred ninety-four thousand six hundred and twenty-two zloty forty groszy), which corresponds to 10% of the starting price for the Shares, should be paid by bank transfer to the account of the Ministry of Treasury, held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, held with Bank Gospodarstwa Krajowego S.A., Branch N. 1 in Warsaw, by 6 January 2010.

The bid security is not refundable in the event that the highest bidder refuses to sign the Share Purchase Agreement and when the highest bidder decides not to participate in the auction after the date for submitting applications has passed.

If an eligible entity fails to attend the auction, it shall also be considered as withdrawal from the auction, similarly as the failure of the auction participants to offer the starting price during the auction.

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), O/O in Warsaw.

Payment must be made in full within 5 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 highest bidder should immediately, however not later than within 60 days from announcing the highest bidder, apply to appropriate authorities for issuing the above decisions. In such case, 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 (ul. Krucza 36/Wspólna 6, 00-522 Warszawa), after the receipt of the full payment for the shares has been confirmed.

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

 

Entities interested in the purchase of the Company’s DROBIA S.A. with registered office in Studzienice, Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz shares through a public auction may collect, upon request, the “Company Memorandum” free-of-charge. For this purpose they should:

·           approach the Ministry of Treasury, room 321, on business days: from 21 December 2009 till 6 January 2010, between 10:15 AM and 12:15 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 be not older than three months), and if the interested party is a natural person – present an identity document,

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

 

The “Company Memorandum” contains information of the Company’s legal, economic and financial standing. The person responsible for releasing the above document is:

- Ms. Agata Falba, room 321, tel. 022 695 84 00.

 

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)      REGON No.;

3)      NIP No.;

4)      e-mail;

5)      address for correspondence;

6)      telephone number;

7)      fax number;

8)      attached proof of payment of the bid security, along with an indication of the bank account to which the bid security should be refunded;

9)      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;

10) 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 10, letter b),

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

11) 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 concluded to date 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.
 

The documents specified in the Invitation must be submitted in hard copy, in original or as a certified copy made by a notary public.

Documents made in a foreign language must be submitted together with their translations into the Polish language, made by a certified translator.

Official documents – within the meaning of the Hague Convention of 5 October 1961 (Journal of Laws of 2005 No. 112, item 938) waiving the requirement of legalisation of foreign official documents – made under the applicable laws of the state being the signatory to the Convention, must by supported by an apostille.

Official documents (within the meaning of the Convention waiving the requirement of legalisation of foreign official documents) made under the applicable laws of the state not being the signatory to the Convention, must by submitted after their prior legalisation.

Legalisation or issuance an apostille shall not be required within the scope in which the bilateral or multilateral agreement signed by Poland waived or simplified the process of legalisation or waived the requirement to legalise documents in matters covered by the scope of these agreements.

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 6 January
2010.

The envelopes should be marked, respectively:

I. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki DROBIA S.A.
z siedzibą w Studzienicach

II. „Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki Górnicze Zakłady Dolomitowe S.A. z siedzibą w Siewierzu

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 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:

 

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. Aleksander Grad, 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 Identity 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 70,000 (seventy thousand) bearer shares (series “A”), numbered from 000 001 to 070 000, of a nominal value of PLN 2.46 (two zloty forty-six groszy) each, constituting 10.00% of the share capital of the company DROBIA S.A. with registered office in Studzienice, entered into the Register of Entrepreneurs maintained by the District Court Katowice-Wschód, VIII Commercial Division of the National Court register, under number KRS 0000107547, hereinafter referred to as the “Company”. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;

2.      The Seller represents that to the best of his knowledge the Shares to be disposed of (referred to in section 3) 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 auction no. ..... to sell 70,000 (seventy thousand) bearer shares (series “A”) of the Treasury, numbered from 000 001 to 070 000, constituting 10% of the share capital of the Company, hereinafter referred to as the “Shares” held in accordance with applicable laws;

 

The Parties have mutually agreed as follows:

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.

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 109.900,00 (one hundred nine thousand nine hundred zloty), i.e. the amount of PLN ................... (........................ ) paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), O/O in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

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

The shares shall be transferred to the Buyer on the day of signing this Agreement by handing over to the Buyer a share certificate. The Buyer shall confirm this by a written declaration on the Agreement.

1.        The Buyer represents that the conclusion and performance of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any award, decision, 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.

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 on pain of nullity.

4.      The Parties shall endeavour to resolve any disputes arising out of or in connection with this Agreement amicably.

5.      All claims or disputes between the Parties arising out of or in connection with this Agreement, including concerning its validity and construction, that cannot be resolved amicably shall be submitted for resolution by a common court having jurisdiction over the Seller.

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

7.      All notifications and communication related hereto shall be made in writing and submitted personally, by courier or by 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 Warszaw

8.      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:

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.

 

Text of the Share Purchase Agreement:

 

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. Aleksander Grad, hereinafter referred to as the “Seller”,

and

...................................... (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” .................................... .

 

............................................................. (names and surname), residing in ........................, address: ..........................................................., holder of Identity 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 279,832 (two hundred seventy-nine thousand eight hundred thirty-two) bearer shares (series „A”), numbered 166,501-444,000; 165,611-165.803; 155,367-155,730; 129,487-129,701; 124,639,125,282; 118,031-118,206; 89,150-89,322; 60,946; 60,366-60,678; 20,074; 5,714-5,965; of a nominal value of PLN 2.01 (two zloty one grosz) each, constituting 25.21% of the share capital of the company Górnicze Zakłady Dolomitowe S.A. with registered office in Siewierz, entered into the Register of Entrepreneurs kept by the District Court in Częstochowa, XVII Commercial Division of the National Court Register, under number KRS 0000049108, hereinafter referred to as the “Company”. The Company’s transcript from the Register of Entrepreneurs is attached hereto as Annex No. 2;

2.        The Seller represents that [to the best of his knowledge] the Shares to be disposed of (referred to in section 3) are free of any restrictions on sale or other encumbrances and are not subject to any third party claims. 3;

3.        The Buyer has placed the highest bid in auction no. ..... to sell 279,832 (two hundred seventy-nine thousand eight hundred thirty-two) bearer shares (series “A”) of the Treasury, numbered 166,501-444,000; 165,611-165.803; 155,367-155,730; 129,487-129,701; 124,639,125,282; 118,031-118,206; 89,150-89,322; 60,946; 60,366-60,678; 20,074; 5,714-5,965, constituting 25.21% of the share capital of the Company, hereinafter the “Shares”, held in accordance with applicable laws;

 

The Parties have mutually agreed as follows:

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 2,294,622.40 (two million two hundred ninety-four thousand six hundred and twenty-two zloty), i.e. the amount of PLN ............. (............)paid by bank transfer to the account of the Ministry of Treasury held with the National Bank of Poland (NBP), O/O in Warsaw, account no. 03 1010 1010 0025 1213 3920 0000.

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

The shares shall be transferred to the Buyer on the day of signing this Agreement by handing over to the Buyer a share certificate. The Buyer shall confirm this by a written declaration on the Agreement.

1.    The Buyer represents that the conclusion and performance of this Agreement by the Buyer does not violate any provisions of the Polish law nor does it violate any provisions of any award, decision, 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.

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 on pain of nullity.

4.    The Parties shall endeavour to resolve any disputes arising out of or in connection with this Agreement amicably.

5.    All claims or disputes between the Parties arising out of or in connection with this Agreement, including concerning its validity and construction, that cannot be resolved amicably shall be submitted for resolution by a common court having jurisdiction over the Seller.

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

7.    All notifications and communication related hereto shall be made in writing and submitted personally, by courier or by 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 Warszaw

8.    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.

 

for the Seller:                                                                  for the Buyer:

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

ul. Krucza 36/ Wspólna 6

00-522 Warszawa

Signed by:

The Seller:                                                                            The Buyer:

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.