The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Art. 33.1.3 of the Act dated August 30, 1996 on Commercialisation and Privatisation (Dz. U. /Journal of Laws/ of 2002, No. 171, item 1397, as amended), hereinafter referred to as the “Act”, and pursuant to the regulation of the Council of Ministers issued on February 17, 2009 on the Detailed Procedure for the Disposal of State Treasury Shares (Dz. U. 09.34.264 as amended), invites all interested entities to negotiations regarding the acquisition of a block of 68,000 (say: sixty-eight thousand) shares, having the par value of PLN 50.00 (say: fifty) each, which represents 85% of the share capital of Zakłady Maszyn Chemicznych „METALCHEM” Spółka z ograniczoną odpowiedzialnością with its registered office in Gliwice, ul. Chorzowska 113, 44-100 Gliwice, entered into the register of entrepreneurs of the National Court Register kept by the District Court in Gliwice, Commercial Division X of the National Court Register under number KRS 0000260220, hereinafter referred to as the “Company”.

As at today’s announcement the State Treasury owns 100% of the Company’s shares.

Pursuant to Art. 36 of the Act, eligible employees are entitled to acquire, free of charge, 15% of the Company’s shares currently belonging to the State Treasury. The Minister of Treasury provides for the possibility of disposal of shares that have not been acquired by eligible employees to the Investor selected by way of these negotiations, in the case where eligible employees’ rights to acquire such shares free of charge have expired.
 

All interested entities, hereinafter referred to as “Potential Investors”, are required to submit a written confirmation of their interest in participating in negotiations by February 19, 2010, addressed to the Advisor representing the Minister of Treasury in the process of disposal of shares of Zakłady Maszyn Chemicznych „METALCHEM” Spółka z ograniczoną odpowiedzialnością – Przedsiębiorstwo Doradztwa i Wdrożeń Arcanum Spółka z o.o. (ul. J. Kochanowskiego 59/1, 51-602 Wrocław, tel./ fax 71 342-66-44).

 

Witold Wilczewski and Elżbieta Bogucka are the people responsible for receiving applications and distributing the “Company’s Information Memorandum”.
 

Upon submission of valid corporate documents, i.e. a transcript of the entry into the register of entrepreneurs of the National Court Register/certificate confirming the entry into the register of business activity, presenting the valid representation of the Potential Investor (the date of issue may not be earlier than three months before submission of the document), and in the case where the interested entity is a natural person and not an entrepreneur – upon presentation of a document confirming identity, and, possibly, a power of attorney, and upon signing the “Confidentiality Commitment” by the Potential Investor’s duly authorised representatives, the “Company’s Information Memorandum” (hereinafter “Memorandum”) will be made available to Potential Investors at the Advisor’s registered office for a fee (price – PLN 100.00, payable into the account of the Ministry of Treasury in Bank Gospodarstwa Krajowego S.A., I Oddział Warszawa, no. 83 1130 1017 0019 9426 2520 0008) as of the day following the day of publishing this invitation. The “Memorandum” presents the information about the Company’s legal, economic and financial situation and the structure of the response to the public invitation to negotiations.
 

The “Memorandum” will be available to the day preceding the deadline for submitting written responses to the public invitation to negotiations regarding the acquisition of the Company’s shares.  

The subject matter of negotiations will include a price for the acquired block of shares, a programme for the Company’s development, including, among others, a commitment to increase the capital or other investment commitments, commitments regarding environmental protection, commitments regarding protection of interests of employees and other people related to the Company, and the way of securing the fulfilment of these commitments.
 

Potential Investors’ responses should be prepared in the Polish language. They should be submitted in two copies in a sealed envelope to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, at the secretary’s office of the Privatisation Projects Department, 7^th floor, room 739

On the envelope the following description should be provided: “Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia udziałów Spółki Zakłady Maszyn Chemicznych „METALCHEM” Sp. z o.o. z siedzibą w Gliwicach – NIE OTWIERAĆ" (“Response to the public invitation to negotiations regarding the acquisition of shares of Zakłady Maszyn Chemicznych „METALCHEM” Sp. z o.o.with its registered office in Gliwice – DO NOT OPEN”) and the data making it possible to identify the Potential Investor.

Only the responses submitted by the Potential Investor who signed the “Confidentiality Commitment” and collected the “Company’s Information Memorandum” will be considered.

The Minister of Treasury reserves the right to request additional explanations from the Potential Investors who responded to the public invitation to negotiations.

By March 5, 2010 the Minister of Treasury will have informed in writing each of the Potential Investors who responded to the public invitation to negotiations about the results.

The Minister of Treasury reserves the right to select one or several Potential Investors to participate in negotiations, change the procedure and schedule of negotiations, withdraw from negotiations without specifying the reason, extend the deadline for submission of responses to the public invitation to negotiations, and extend the deadline for informing about the results of considering the responses to the invitation.

The Minister of Treasury allows for a possibility of paying the price for the acquired shares by instalments, provided that the Investor offers security for the outstanding part of the price. The first instalment may not be lower than 20% (say: twenty percent) of the total price for the acquired shares. The outstanding amount will be subject to repayment over the maximum period of 5 years as of the date of concluding an agreement on disposal of shares and it will bear an interest rate not lower than the investment goods price growth index, published quarterly by the President of the Central Statistical Office in the Official Gazette of the Government of the Republic of Poland – “Monitor Polski”.

The Minister of Treasury shall not reimburse any of the costs incurred by the entities interested in acquiring shares in connection with their participation in negotiations and conclusion of an agreement on disposal of the Company’s shares.