Minister of Treasury of
The Republic of Poland

invites to negotiations for the purchase of shares of:
Lubuskie Zakłady Aparatów Elektrycznych “LUMEL” Spółka Akcyjna
with registered office in Zielona Góra

Minister of Treasury seated in Warsaw, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 33 (1) (3) of the Commercialisation and Privatisation Act of 30 August 1996 (consolidated text: 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-owned Shares (Journal of Laws No. 34, item 264, as amended), invites all interested patties to negotiations for the purchase of 1,572,500 (one million five hundred seventy-two thousand five hundred) treasury-owned registered shares, series A, with nominal value of PLN 10 (say: ten zloty) each, constituting 85.00% of the share capital of Lubuskie Zakłady Aparatów Elektrycznych “LUMEL” Spółka Akcyjna with registered office in Zielona Góra, ul. Sulechowska 1, 65-022 Zielona Góra, entered in the register of entrepreneurs of the National Court Register kept by the District Court in Zielona Góra, 8th Economic Division of the National Court Register, under the KRS no. 0000016472.

The above company is hereinafter referred to as the “Company.”

Pursuant to Article 36 of the Act, eligible employees are entitled to acquire free-of-charge up to 15% of the shares that were acquired by the Treasury on the day when the Company was entered in the register. The Minister of Treasury reserves the right to sell the shares which were have not been acquired by the eligible employees to an entity selected in these negotiations in the event that the right of such eligible employees to acquire the shares free-of-charge has expired.

The Company’s core activity is production of industrial automation equipment and pressure castings.

All entities, hereinafter referred to as “Potential Investors,” who by 10 June 2010 submit their declarations of interest for the purchase of Company shares and present the details identifying the Potential Investor, i.e. a transcript from the Register of Entrepreneurs from the National Court Register / the certificate of entry in the register of business activity, reflecting the current representatives of the entity (issued not earlier than three months prior to the date of submission) as well as letters of attorney (if any), and if the interested party is a natural person who is not an entrepreneur – present an identity document and letters of attorney (if any), and sign a “Confidentiality Obligation” document through the duly authorised representatives of a Potential Investor, will receive, as of the day following the day of publishing this invitation, the “Company Memorandum,” hereinafter referred to as the “Memorandum,” containing basic information on the Company’s legal, economic and financial standing, share transfer procedure and the structure of replies to the public invitation for negotiations.

Declarations of interest shall be submitted to:

Agencja Konsultingu Gospodarczego “Accord’Next” Sp. z o.o.
ul. Słubicka 18, 53-615 Wrocław, piętro II, budynek TGG
tel. (+48 71) 349 09 60, fax (+48 71) 349 09 67
e-mail: biuro@accord.wroc.pl

being the Adviser to the Minister of Treasury in the Company’s privatisation procedure.

The persons responsible for handling the responses are Ms. Agnieszka Zajączkowska and Ms. Alicja Goszczyńska.

The subject of negotiations shall be in particular the price of Company shares, development programme prepared by the Potential Investor including investment commitments, commitment to raise the share capital, environmental commitments as well as commitments concerning the protection of interests of employees and other persons related to the Company and the manner of securing that these commitments are executed.

The Minister of Treasury shall only accept a one-off payment for shares made by means of a transfer order.

The deadline for submitting written responses to the public invitation to negotiations for the purchase of Company shares shall be 11 June 2010, 2:00 PM Warsaw Time.*

Responses submitted by Potential Investors must be made in the Polish language and comply with the terms and conditions set forth in the Memorandum. They should be submitted in sealed envelopes to the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, to the front office of the Department of Ownership Supervision and Privatisation III (room 501).

Envelopes must be marked with details identifying the Potential Investor and the respective inscription:

- “Odpowiedź na publiczne zaproszenie do negocjacji w sprawie zbycia akcji Spółki: Lubuskie Zakłady Aparatów Elektrycznych “LUMEL” Spółka Akcyjna z siedzibą w Zielonej Górze – Nie otwierać.” (“Response to the public invitation to negotiations for the purchase of shares of Lubuskie Zakłady Aparatów Elektrycznych “LUMEL” Spółka Akcyjna with registered office in Zielona Góra – Do not open”).

The Minister of Treasury reserves the right to request additional information and clarifications from Potential Investors submitting responses to the public invitation to negotiations.

Potential Investors who submitted responses to the public invitation for negotiations will be notified in writing on the decision of the Minister of Treasury concerning the result of examination of their responses by 1 July 2010.

Only responses submitted by the Potential Investors who signed the document “Confidentiality Obligation” and collected the Memorandum shall be reviewed.

The Minister of Treasury specifically reserves the right to: select one or several Potential Investors for negotiations; terminate negotiations without giving reasons; extend the deadline for filing responses to the public invitation for negotiations and the date for informing potential investors of the result of examination of such responses; change negotiation procedure and schedule.

The Minister of Treasury shall not reimburse any costs incurred by Potential Investors interested in the purchase of shares in connection with their participation in the negotiations and with conclusion of a share purchase agreement concerning the Company’s shares.
 

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* The deadline for submission of Potential Investors’ written responses, which was initially scheduled on 11 June 2010 has been extended until 25 June 2010, 12:00 noon, Warsaw time. More information