The Minister of Treasury, with its headquarters in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, hereinafter referred to as the “Seller,” acting on behalf of the Treasury, pursuant to Article 33(1)(2) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, consolidated text, as amended), and pursuant to the Resolution of the Council of Ministers of 17 February 2009 on Detailed Procedure of Selling Treasury Shares (Journal of Laws of No. 34, item 264, as amended), invites all interested parties to submit offers in a public tender, hereinafter referred to as the “Tender,” to purchase the shares of the companies:

 

“SUPON” - Łódź sp. z o.o. with registered office in Łódź,

SUPON sp. z o.o. with registered office in Olsztyn and

“SUPON” w Katowicach sp. z o.o. with registered office in Katowice

(hereinafter referred to as “Companies”)

 

The Minister of Treasury allows for the possibility to sell the shares not acquired by eligible employees to an Investor selected through this public tender if the right of such employees to acquire the shares free-of-charge has expired.

 

I.                   GENERAL INFORMATION

 

1.       The Tender will be held at the Seller’s headquarters.

2.       Participation in the tender procedure is open for national and foreign entities, as well as entities acting jointly.

3.       Prior to the expiry of the date specified in section IV item 1 hereof, participants of the Tender are obliged to deposit a cash security (to be transferred into the Seller’s banking account at Bank Gospodarstwa Krajowego S.A. I/O Warszawa, account no. 13 1130 1017 0019 9426 2520 0007) in the amount of:

a)        PLN 13,000 (say: thirteen thousand zloty) for “SUPON” - Łódź sp. z o.o.
with registered office in Łódź,

b)       PLN 15,000 (say: fifteen thousand zloty) for SUPON sp. z o.o. with registered office in Olsztyn,

c)        PLN 164,000 (say: one hundred and sixty-four thousand zloty) for “SUPON”
w Katowicach sp. z o.o. with registered office in Katowice.

4.       The Seller accepts only a one-time payment for the shares to be made by bank transfer into the Seller’s account, prior to signing the Share Purchase Agreement.

 

II.                PLACE, CONDITIONS AND TIME LIMIT AND FOR INSPECTING THE TENDER DOCUMENTATION AND THE DOCUMENTATION ON THE COMPANY’S LEGAL AND FINANCIAL STANDING

 

1.       In order to gain access to the Seller’s documentation concerning the Company(-ies) (including information on the Company’s(-ies’) legal, economic and financial standing), the interested parties shall:

a)    if the interested party is an entrepreneur – present, through its authorised representatives, a valid transcript from the Register of Entrepreneurs of the National Court Register, a Certificate from the Register of Business Activity, or an Authorisation to collect the documentation by persons not entered in the National Court Register or not named on the Certificate from the Register of Business Activity. If the interested party is a natural person who is not an entrepreneur – present an identity document.

b)    sign a Confidentiality Obligation by a duly authorised person at the Seller’s headquarters(apart from an Authorisation to collect the documentation, persons not entered in the National Court Register shall additionally present an Authorisation to sign Confidentiality Obligation).

2.       Before participating in the Tender, tenderers are obliged to become familiar with Additional Information for Investors Participating in the Tender to Purchase Company Shares, the Company’s Information Memorandum and the specimen of the Share Purchase Agreement which forms an integral part of the offer. These documents may be obtained by tenderers for a fee (PLN 100.00 payable to the Cashier at the Accounting and Payroll Division of the Department of Budget and Finance at the Ministry of State Treasury, room 372, 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), orat the Seller’s headquarters, room 514, between 12:00 – 4:00 PM, within the period of time starting from the day following the day of the release of this Invitation, up to 26 February 2010 .

3.       Comprehensive information relating to the conditions which must be met by the participants of the Tender as well as the detailed terms which apply to the offers for the purchase of Company(-ies) shares are specified in the Additional Information for Investors Participating in the Tender to Purchase Company Shares available to the tenderers.

 

III.             HOW TO PREPARE THE OFFER

1.       Information concerning tenderer requirements and the detailed terms applying to the offers to purchase Company(-ies) shares may be obtained by 26 February 2010.

Please direct any queries to the following address:

 

Ministerstwo Skarbu Państwa

Department of Ownership Supervision and Privatisation III

ul. Krucza 36/Wspólna 6, 00-522 Warszawa

 

 

tel. (022) 695 84 82, fax (022) 628 57 09

 

All queries must be delivered by 19 February 2010.

2.       The Seller reserves the right to request additional clarifications from entities submitting the offers.

 

IV.              INFORMATION ON SUBMITTING THE OFFERS AND TENDER PROCEDURE

 

1.       Place, procedure, form and date for submitting offers.

Written offers to purchase Company(-ies) shares must be submitted in person, by registered letter or courier post against confirmation of receipt, to the following address: The Ministry of Treasury, Department of Ownership Supervision and Privatisation III, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, room 501, in the hours between 8:15 AM and 4:15 PM. Offers must be submitted in sealed envelopes marked as follows: "Przetarg ‘SUPON’ - Łódź sp. z o.o. z siedzibą w Łodzi– nie otwierać” or "Przetarg SUPON sp. z o.o. z siedzibą w Olsztynie– nie otwierać” or "Przetarg ‘SUPON’ w Katowicach sp. z o.o.
z siedzibą w Katowicach.– nie otwierać”( “Tender for the purchase of shares of ‘SUPON’ - Łódź sp. z o.o. with registered office in Łódź –do not open” or “Tender for the purchase of shares of SUPON sp. z o.o. with registered office in Olsztyn –do not open” or “Tender for the purchase of shares of ‘SUPON’ w Katowicach sp. z o.o. with registered office in Katowice –do not open”). Tenderer identification details must be provided on the envelopes.

 

The final date for submitting offers is 5 March 2010 (12:00 Noon).

 

2.       Formal requirements which must be met before the offers are subjected to merit-based evaluation.

Examined will be only the offers submitted by those of the Potential Investors who have signed the document called Confidentiality Obligationand who have collected the documents for inspection, referred to in section II(2) hereof. The offer must be made and submitted in accordance with the Seller’s requirements which apply to the tenderers, as set forth in this Invitation and in the Additional Information for Investors Participating in the Tender to Purchase Company Shares.

3.       Envelopes containing the offers will be opened on 5 March 2010 at 2.00 PM, at the Seller’s headquarters (room 504).

4.       The winning offer will be selected by committee within 30 business days from the date of expiry of the submission date.

5.       The purchase price for the shares is the sole substantial criterion to be evaluated.

6.       In the event that two or more tenderers obtain the same score, the winning tenderer will be chosen as specified in section III of the Additional Information [...], referred to in section II(2) hereof.

 

V.                 MAXIMUM TENDER VALIDITY PERIOD

 

Submitted offers shall be binding for the tenderers until an agreement is signed with the highest tenderer, however not longer than 180 days from the expiry of the final date for submitting offers.

 

VI.              DEADLINE FOR NOTIFYING TENDERERS OF TENDER RESULTS

 

The tenderers will be immediately notified of the tender results in writing.

 

VII.           REFUND OF TENDER SECURITY

 

Upon selecting the winning offer, the tender security paid by the winning tenderer will be credited towards the purchase price for Company(-ies) shares. Tender securities paid by the remaining tenderers will be immediately returned in accordance with applicable regulations. Should the tenderer decide to withdraw after expiry of the offer submission date, or evade from concluding the Share Purchase Agreement for Company(-ies) shares, then the security paid by such tenderer will not be refunded.

 

VIII.        DATE OF CONCLUDING SHARE PURCHASE AGREEMENT

 

1.       The agreement to purchase Company(-ies) shares will be concluded with the winning tenderer within 60 days from the date of notifying such winning tenderer of tender results. However, if the winning tenderer is obliged to obtain a Decision of the President of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies or a Decision of the Minister of Internal Affairs and Administration authorising the purchase of Company(-ies) shares, the Share Purchase Agreement will be concluded within 60 days after the Seller has been notified by the tenderer in writing that the above mentioned consent(s) was/were obtained.

2.       If the winning tenderer avoids the Share Purchase Agreement, then the Seller may, without re‑evaluation, select the second-best out of the remaining offers.

 

IX.              COMPANIES WHOSE SHARES ARE THE SUBJECT OF THE TENDER PROCEDURE

 

“SUPON” – Łódź sp. z o.o.

Adres: ul. Świętego Jerzego 8, 91-072 Łódź, tel. 042 633 77 18, fax 042 639 88 26.

SUPON sp. z o.o.

Adres: ul. Kołobrzeska 38, 10-434 Olsztyn, tel. 089 533 27 71, fax 089 533 13 00.

“SUPON” w Katowicach sp. z o.o.

Adres: ul. Wiosny Ludów 91, 40-373 Katowice, tel. 032 783 41 00, fax 032 256 96 13.

The Companies conduct commercial, service and training activities in the scope of workplace safety and fire protection.

 

X.                 TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES AND THE MINIMUM PRICE FOR A SINGLE SHARE

 

1.      Number of shares:

a)        “SUPON” - Łódź sp. z o.o. with registered office in Łódź.

The share purchase offer shall concern 7,820 (say: seven thousand eight hundred and twenty) shares, of a nominal value of PLN 50 (say: fifty zloty) each, constituting 85% of the share capital of the Company.

b)       SUPON sp. z o.o. with registered office in Olsztyn.

The share purchase offer shall concern 4,505 (say: four thousand five hundred and five) shares, of a nominal value of PLN 50 (say: fifty zloty) each, constituting 85% of the share capital of the Company.

c)        “SUPON” w Katowicach sp. z o.o. with registered office in Katowice.

The share purchase offer shall concern 23,800 (say: twenty-three thousand eight hundred) shares, of a nominal value of PLN 50 (say: fifty zloty) each, constituting 85% of the share capital of the Company.

2.      Minimum price for a single share:

a)        “SUPON” - Łódź sp. z o.o. with registered office in Łódź.

The minimum single share price shall be PLN 34 (say: thirty-four).

b)       SUPON sp. z o.o. with registered office in Olsztyn.

The minimum single share price shall be PLN 71 (say: seventy-one).

c)        “SUPON” w Katowicach sp. z o.o. with registered office in Katowice.

The minimum single share price shall be PLN 138 (say: one hundred and thirty-eight).

 

XI.              ADDITIONAL INFORMATION

 

1.      This Invitation concerns each of the Companies individually.

2.      The Seller shall have the right to:

a)       cancel the Tender,

b)       extend the deadline for submitting offers.

3.      Rejected will be the offers which:

a)       are submitted after the stipulated deadline,

b)       do not comply with the terms specified herein.