The Minister of Treasury

hereby invites to an oral public auction
to purchase the shares of the company:
Elektromontaż Gdańsk Spółka Akcyjna with registered office in Gdańsk

 

The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 31a, in conjunction with Article 33(1)(5) of the Commercialisation and Privatisation Act of 30 August 1996 (Journal of Laws 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 Selling Treasury Shares (Journal of Laws No. 34, item 264, as amended), hereby invites all interested parties to participate in an auction to purchase 22,082 of ordinary registered shares of series A and ordinary bearer shares of series A, for one buyer, with a nominal value of PLN 10.00 (say: ten zloty) each (hereinafter referred to as the “Shares”), constituting 9.31% of the share capital of Elektromontaż Gdańsk S.A. with registered office in Gdańsk, ul. Wosia Budzysza 7, 80 612 Gdańsk, registered under KRS number 0000115362, VAT reg. no. (NIP): 5830004751, hereinafter referred to as the “Company”.

The company’s core business activity is production of electric appliances and electric installation devices.

The starting price for the stake of 22,082 Shares is PLN 2,133,783.66 (two million one hundred and thirty-three thousand seven hundred and eighty-three zloty and sixty-six groszy).

The starting price for one Share is PLN 96.63 (ninety-six zloty and sixty-three groszy).

The minimum bid increment for the entire stake of 22,082 Shares shall be PLN 21,337.00 (twenty-one thousand three hundred and thirty-seven zloty). The bidders will place their bids orally. Where no further bids are placed by the bidders, subsequent calls of the highest bid shall be made with one-minute intervals.

Applications to participate in the auction must be made in the Polish language and contain:

1) name, surname and address or name and registered office of the entity interested in participating in the auction.

2) Regon number.

3) VAT registration number (NIP).

4) E-mail address.

5) Address for correspondence.

6) Telephone number.

7) Fax number.

8) Attached proof of payment of the bid security, along with bank account number to which the bid security should be returned.

9) Where the entity interested in participating in the auction is a natural person:

a) a photocopy of an identity document certified by a notary public to be a true copy of the original,

b) if the natural person is engaged in a business activity – a valid certificate confirming entry in the Register of Business Activity, if separate provisions of law require the entity to be entered in the Register of Business Activity, submitted in original or as a certified copy made by a notary public,

c) information on the method of financing the Share purchase transaction.

10) Where the interested entity is a legal person:

a) a valid extract from relevant register,
b) details of the person(s) entitled to participate in the auction, along with a power of attorney,

c) details of the person(s) entitled to represent the entity in signing the agreement, along with a duly executed power of attorney, in the event that the identity of the signee is different than the identity of the person specified in item 10(b),

d) information on the method of financing the Share purchase transaction,

11) Declaration that the entity interested in participating in the auction:

a) is not in default on payment of any taxes, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of the decision of a relevant authority,

b) is not in default on payment of fees or premiums for social or medical insurance, or a declaration that the entity obtained, in accordance with the law, the required exemption, deferral, division of overdue amounts into instalments or a stay of execution (in full) of a decision of a competent authority,

c) is not in breach of any other privatisation agreements concluded to date and is not party to any court disputes in this respect,

d) is not in breach of any other agreements concluded with the Treasury, and that the entity is not party to any court disputes in this regard,

e) is not a subject of liquidation proceedings and was not adjudged bankrupt, apart from entities which upon adjudication of bankruptcy made an arrangement with creditors approved under a valid court decision, provided that such arrangement does not provide for satisfaction of creditors by liquidation of the assets of the bankrupt entity,

f) is not entered in the Register of Insolvent Debtors,

g) is not registered in the Credit Information Bureau as an unreliable borrower.

The documents specified in the Invitation must be submitted in hard copy (in original or as a certified copy made by a notary public).

Documents written in a foreign language must be submitted together with their translations into the Polish language, made by a certified translator.

Public documents – within the meaning of the Hague Convention of 5 October 1961 (Journal of Laws of 2005 No. 112, item 938) abolishing the requirement of legalisation for foreign public documents – made under the applicable laws of a state being the signatory to the Convention, must by supported by an Apostille.

Public documents (within the meaning of the Convention abolishing the requirement of legalisation for foreign public documents) made under the applicable laws of a state not being a signatory to the Convention, must be submitted after their prior legalisation.

Legalisation or issuance of an Apostille shall not be required within the scope in which the bilateral or multilateral agreement signed by Poland abolished or simplified the process of legalisation or abolished the requirement to legalise documents in matters covered by the scope of these agreements.

Auction applications must be submitted in single copy, in a sealed envelope, to the front office of the Ministry of Treasury or the front office of the Department of Treasury Property, room 447, Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, on business days, during office hours 8:15 AM – 4:15 PM, by 17 June 2010.

The envelope should be marked as follows:

„Zgłoszenie do wzięcia udziału w aukcji dotyczącej nabycia akcji spółki
Elektromontaż Gdańsk Spółka Akcyjna z siedzibą w Gdańsku
Nie otwierać
Zgłoszenie przekazać do sekretariatu
Departamentu Mienia Skarbu Państwa w Ministerstwie Skarbu Państwa”

(Application to participate in the auction for the purchase of shares of the company Elektromontaż Gdańsk Spółka Akcyjna with registered office in Gdańsk – Do not open.

[Attn: Department of Treasury Property at the Ministry of Treasury]).

Applications to participate in the auction shall not be accepted after expiry of the stipulated date and/or if envelope is not marked as specified above.

The auction will be held on 22 June 2010 at 12:00 noon, room 116, at the Ministry of Treasury, Warsaw, ul. Krucza 36/Wspólna 6.

The auction invitation and the terms and conditions of the auction are subject to change or cancellation by the Minister of Treasury.

A bid security of PLN 213,378.37 (say: two hundred and thirteen thousand three hundred and seventy-eight zloty and thirty-seven groszy) which corresponds to 10% of the starting price for the Shares must be paid by bank transfer to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego, Branch No. 1 in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007, by 17 June 2010.

The bid security shall not be refunded if the highest bidder refuses to sign the Share Purchase Agreement and if the entity which deposited the required bid security decides not to participate in the auction after the date for submitting applications has passed.

Failure by eligible entities to attend the auction and failure by auction participants to offer the starting price shall also be considered as withdrawal from the auction.

The Share Purchase Agreement will be concluded with the highest bidder within up to 5 working days from the date of payment of the full purchase price for the Shares (reduced by the amount of the bid security) by a bank transfer to the account of the Ministry of Treasury, account no. 03 1010 1010 0025 1213 3920 0000, held with the National Bank of Poland (NBP), Branch in Warsaw.

Payment must be made in full within up to 5 working days from the date of announcing the highest bidder.

In the case when the purchase of Shares requires:

1) decision of the Chairman of the Office of Competition and Consumer Protection (UOKiK) on the absence of impediments to the intended merger of companies;

2) consent of the Minister of Internal Affairs the highest bidder shall immediately, however not later than within 60 days from announcing the highest bidder, apply to relevant authorities for issuing the above decisions. In such case, the payment must be made in full within 5 working days from the date the above mentioned decisions have been submitted to the Minister of Treasury.

The Share Purchase Agreement will be concluded at the organisational unit of the Ministry of Treasury responsible for budget and finance (ul. Krucza 36/Wspólna 6, 00-522 Warszawa) following confirmation of the receipt of the full payment for the shares.

The auction shall be closed upon signing the Share Purchase Agreement.