INVITATION TO PUBLIC TENDER TO PURCHASE SHARES

 

The Minister of Treasury, with 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 (consolidated text: Journal of Laws of 2002 No. 171, item 1397, as amended) 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 submit their offers in a public tender, hereinafter referred to as the “Tender”, to purchase the shares of:

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

(hereinafter referred to as the “Companies”)

The Minister of Treasury reserves the right to sell the shares that were not acquired by entitled persons to an Investor selected in the present public tender in case of an expiry of the rights of such eligible persons to a free-of-charge acquisition of such shares.

I. GENERAL INFORMATION

1. The Tender will be held at the Seller’s headquarters.
2. Participation in the tender is open for national and foreign entities, as well as entities acting jointly.
3. In order to participate in the Tender, a bidder is obliged to deposit (before expiry of the deadline specified in section V(1) hereof), a bid security of:
   
   a) PLN 11,000 (say: eleven thousand zloty) for shares of “SUPON” - Łódź sp. z o.o. with registered office in Łódź;
   
   b) 13,500 (say: thirteen thousand five hundred zloty) for shares of SUPON sp. z o.o. with registered office in Olsztyn.
   
   Payments shall be made by bank transfer to the Seller’s account held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007.
4. The Seller accepts only full payment for the shares made by bank transfer to the Seller’s account prior to signing the Share Purchase Agreement.

II. PLACE, TIME-LIMIT AND TERMS FOR INSPECTING COMPANY TENDER DOCUMENTATION

1. To inspect the Seller’s documentation concerning the Company/Companies containing information on their legal, economic and financial standing – the interested parties shall be required to:
   
   a) if the bidder is an entrepreneur – present through its authorised representatives a valid transcript from the Register of Entrepreneurs of the National Court Register or a Certificate of Entry in the Register of Business Activity or an Authorisation to collect the documentation by persons not entered in the National Court Register or not named in the Certificate from the Register of Business Activity. Natural persons who are not entrepreneurs must present an identity document;
   
   b) sign the Confidentiality Obligation at the Seller’s headquarters through a duly authorised representative (along the Authorisation to Collect Documentation, persons not listed in the National Court Register must present an Authorisation to Sign the Document “Confidentiality Obligation”).
2. Before participating in the Tender, each interested party is obliged to become familiar with the following documents: “Additional Information for Investors in the Tender to Purchase Company Shares”, Company Memorandum and the sample Share Purchase Agreement. These documents may be obtained by the interested parties for a fee (PLN 100.00 payable to the Cashier of the Department of General Accountancy and Reporting of the Department of Budget and Finance of the Ministry of Treasury, room 372, between 12:00 – 2:00 PM or to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego SA, Branch No. 1 in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008) at the Seller’s headquarters (room 514) between 9:00 AM and 4:00 PM, starting from the day following the day of publication of this Invitation until 16 June 2010.
3. Detailed information on the requirements for Tender participants and on the detailed conditions to be met by the submitted offers to purchase the Company’s shares are contained in the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” available to the bidders.

III. DUE DILIGENCE
Potential Investors will be allowed to conduct a limited due diligence of the Company between 18 May 2010 and 9 June 2010 at the Company’s headquarters. Detailed information on the scope and procedures of due diligence may be obtained at the Seller’s headquarters, in room 514, between 9:00 AM and 4:00 PM, starting from the day following the day of publication of this Invitation to 16 June 2010

IV. HOW TO PREPARE THE OFFER

1. All information concerning the requirements for bidders and the detailed terms and conditions applying to the offers for the purchase of the Company’s shares may be obtained by 16 June 2010.
   
   All queries should be made by 9 June 2010 to the following address:
   
   Ministerstwo Skarbu Państwa
   Departament Nadzoru Właścicielskiego i Prywatyzacji III
   ul. Krucza 36/Wspólna 6, 00-522 Warszawa
   Tel: (022) 695 87 22
   Fax: (022) 628 57 09
2. The Seller reserves the right to request additional clarifications from bidders.

V. SUBMITTING THE OFFER AND TENDER PROCEDURE

1. Place, procedure, form and date for submitting offers
   
   Written offers to purchase Company shares must be submitted in person, by registered letter or by courier (with return receipt requested), in sealed envelopes marked with bidder identification details and the following inscriptions: "Przetarg “SUPON” - Łódź sp. z o.o. z siedzibą w Łodzi – nie otwierać” (Tender – “SUPON” - Łódź sp. z o.o. with registered office in Łódź – do not open) or "Przetarg SUPON sp. z o.o. z siedzibą w Olsztynie – nie otwierać” (Tender – SUPON sp. z o.o. with registered office in Olsztyn – do not open), to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji III, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, pokój nr 501, between 8:15 AM and 4:15 PM.
   
   The final date for submitting offers is 17 June 2010 (12:00 noon).
2. Formal requirements for offers to be subjected to substantive review
   
   Considered will only be the offers submitted by Potential Investors who have signed the Confidentiality Obligation and collected the documents referred to in section II(2). Offers must be made and submitted in accordance with the Seller’s requirements, as set forth in this Invitation and in “Additional Information for Investors Participating in the Tender to Purchase Company Shares”.
3. Envelopes submitted by bidders will be opened on 17 June 2010 at 2:00 PM at the Seller’s headquarters (room 504).
4. The winning bidder will be determined by a committee within 30 working days following the expiry of the offer submission deadline.
5. The substantive criterion to be examined is the price offered for the shares.
6. In the event that two or more bidders obtain the same score, the winning bidder will be selected according to section II(6) of the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” referred to in section II(2).

VI. MAXIMUM BID VALIDITY PERIOD
Bidders shall be bound by their offers until a share purchase agreement has been signed with the highest bidder, however not longer than 180 days from the offer submission deadline.

VII. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS
Bidders will be immediately notified of the tender results in writing.

VIII. REFUND OF BID SECURITY
Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the amount due for the purchase of Company shares. Bid security paid by the remaining participants will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the offer submission date or avoid the share purchase agreement for Company shares, then the security paid by such bidder will not be returned.

IX. DATE OF CONCLUDING SHARE PURCHASE AGREEMENT

1. The share purchase agreement for Company shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of tender results. However, if the winning bidder 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 shares, the share purchase agreement will be concluded within 60 days from the bidder’s written notification to the Seller that the above mentioned consent(s) have been obtained.
2. Should the winning bidder fail to conclude the Share Purchase Agreement, the Seller may select the second-best offer without conducting another evaluation of offers.

X. COMPANIES WHOSE SHARES ARE THE SUBJECT OF THE TENDER

“SUPON” – Łódź sp. z o.o.
Address: ul. Świętego Jerzego 8, 91-072 Łódź, tel. 042 633 77 18, fax 042 639 88 26.

SUPON sp. z o.o.
Address: ul. Kołobrzeska 38, 10-434 Olsztyn, tel. 089 533 27 71, fax 089 533 13 00.

The core business activities of the Companies include trade, services and training relating to fire prevention and occupational health and safety.

XI. TERMS AND CONDITIONS REGARDING THE NUMBER OF PURCHASED SHARES, THE MINIMUM PRICE FOR A SINGLE SHARE AND THE STARTING PRICE FOR THE ENTIRE STAKE OF SHARES

1. Number of Shares
   
   a) “SUPON” – Łódź sp. z o.o. with registered office in Łódź
   The share purchase offer should concern 7,820 (say: seven thousand eight hundred and twenty) shares, of a nominal value of PLN 50 (fifty zloty) each, constituting 85% of the Company’s share capital.
   
   b) SUPON sp. z o.o. with registered office in Olsztyn
   The share purchase offer should concern 4,505 (say: four thousand five hundred and five) shares, of a nominal value of PLN 50 (fifty zloty) each, constituting 85% of the Company’s share capital.
2. Minimum Price per Share
   
   a) “SUPON” – Łódź sp. z o.o. with registered office in Łódź
   Minimum price per share shall be PLN 29 (say: twenty-nine zloty).
   
   b) SUPON sp. z o.o. with registered office in Olsztyn
   Minimum price per share shall be PLN 61 (say: sixty-one zloty).
3. The Starting Price for the Entire Stake of Shares
   
   a) “SUPON” – Łódź sp. z o.o. with registered office in Łódź
   The starting price for the entire stake of the Company shares shall be PLN 226,780 (say: two hundred twenty-six thousand seven hundred and eighty zloty)
   
   b) SUPON sp. z o.o. with registered office in Olsztyn
   The starting price for the entire stake of the Company shares shall be PLN 274,805 (say: two hundred seventy-four thousand eight hundred and five zloty)

XII. ADDITIONAL INFORMATION

1. This Invitation applies to each company individually.
2. The Seller shall have the right to:
   a) decide not to hold a Tender without giving reasons;
   b) extend the deadline for submitting offers without giving reasons.
3. Rejected will be offers which:
   a) are submitted after the stipulated deadline;
   b) do not comply with the terms specified herein.