The Minister of Treasury
OF THE REPUBLIC OD POLAND
invites to purchase shares in the company:
Zakłady Chemiczne Police S.A. with registered office in Police
The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury invites all parties interested in purchasing from the Treasury up to 44,556,840 (in words: forty four million five hundred fifty six thousand eight hundred and forty) ordinary bearer shares, of the “A” series, with a face value of PLN 10,00 (in words: ten) Zlotys each (hereinafter: “the Shares”), owned by the State Treasury, constituting up to 59.41 per cent, but not less than 7,500,000 (in words: seven million five hundred thousand) shares, constituting 10 % of the share capital of the company: Zakłady Chemiczne Police S.A. with registered office in Police, ul. Kuźnicka 1, 72 - 010 Police, (hereinafter: the “Company”). This Proposal is directed only to investors each of which is expected to purchase securities with the value of at least EUR 50,000, expressed in sales price, at the date when the price is determined.
Pursuant to Article 7 (3) and Article 129 (1) of the Act of 29 July 2005 on Public Offerings and the Conditions for Introducing Financial Instruments into the Organized Trading System and on Publicly Listed Companies (Journal of Laws of 2009, No.189 item 1439) this public offering for the purchase of shares shall not require a Prospectus to be drawn up, approved and announced to the public.
The Parties Interested in purchasing the shares and the State Treasury, in order to determine the conditions on which the share purchase agreement could take effect, in relation to Article 129 of the Act on Public Offering, shall comply with the procedure set out in Article 33 (1) (3) of the Act of 30 August 1996 on Commercialisation and Privatisation (Journal of Laws of 2002, No. 171, item 1397, as amended) (hereinafter: “the Act”) and the Resolution of the Council of Ministers of 17 February 2009 on the Detailed Procedure of Disposal of State Treasury-owned Shares (Journal of Laws No. 34, item 264 as amended), governing the public invitation to negotiations.
The Interested Entities (hereinafter: “the Potential Investor”), which within the period from May 17th 2010, until the day immediately preceding the deadline for submitting written responses to the public invitation to negotiations for the purchase of shares in the Company, express their interest in purchasing the shares in the Company, and after complying with the requirements referred to below, shall be given, pursuant to Article 38 (3) of the Act on Public Offering, the “Information Memorandum on Zakłady Chemiczne Police S.A. (“the Memorandum”) not being an information instrument referred to in Article 38 (1) of the above-mentioned Act, containing a summary of the basic non-confidential information on the legal and economic/financial situation of the Company.
Before obtaining the Memorandum the persons who expressed their interest in purchasing should submit documents enabling identification of the Potential Investor, based on the relevant records and registers, or the relevant corporate documents containing information on the persons authorised to represent the Potential Investor, including a statement signed by the authorised representatives of the Potential Investor, that the particulars given in the submitted documents are valid and have not changed; also, it is required to sign a “Confidentiality Statement on behalf of the Potential Investor.
Application with the expression of interest in purchasing the Shares should be submitted to: Bank Zachodni WBK S.A., Obszar Rynków Kapitałowych ul. Grzybowska 5a, 00-132 Warszawa, 4th floor on business days between 9:00 a.m. and 17:00 p.m., phone + 48 22 586 80 17, fax. +48 22 586 80 35. The persons responsible for receiving applications are:
The subject of negotiations shall be the purchase price for shares. Also, the Minister of Treasury, welcomes the submission of a development programme for the Company.
Rights in shares shall be transferred in accordance with the procedure (see Article 72 of the Act on Public Offering) other than negotiations, provided that it is required by mandatory provisions of law.
Shares may be sold in accordance with Article 72 of the Act on Public Offering, also to an entity which has not participated in the procedure covered by this invitation, and a participant who responded to this announcement shall have no right to raise compensation claims against the State Treasury.
The deadline for submitting written responses to the public invitation to negotiations for the purchase of the Shares by the Potential Investors who received the Memorandum, shall expire on 28 June 2010, at 12:00 p.m. Warsaw time.*
Responses to the public invitation to negotiations from the Potential Investors should be drawn up in the Polish language, in accordance with the conditions set out in the Memorandum. They should be submitted in two copies, in sealed envelopes to the Ministry of Treasury, ul. Krucza 36 / Wspólna 6, 00-522 Warszawa, to the front office of the Department of Ownership Supervision and Privatisation I, (room 477). Envelopes should bear the following note:
“Response to the public invitation to negotiations for the purchase of shares in the Company Zakłady Chemiczne Police S.A.- Do not open”, and the data enabling identification of the Potential Investor.
The Minister of Treasury reserves the right to request additional information from the Potential Investors who have submitted their responses to the public invitation to negotiations.
Potential Investors who submitted their responses to the public invitation to negotiations will be notified in writing, until 30 July 2010, of the decision of the Minister of Treasury on the result of examination of the response.
Only responses submitted by the Potential Investors who have signed the document “Confidentiality Statement” and collected the Memorandum shall be examined.
The Minister of Treasury reserves the right to: select one, or several entities, with whom negotiations will be conducted; withdraw from negotiations without giving any reasons; extend the deadline for submitting responses to the public invitation to negotiations and extend the date of notifying of the result of examination of responses to the public invitation to negotiations; modify the procedure and schedule of negotiations.
The Minister of Treasury shall bear no costs incurred by entities interested in purchasing the shares related to their participation in the negotiations and the conclusion of the share purchase agreement.
* The deadline for submission of Potential Investors’ written responses, which was initially scheduled on 28 June 2010 has been extended until 23 July 2010, 12:00 noon, Warsaw time. More information
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