INVITATION TO AN OPEN WRITTEN PUBLIC TENDER TO PURCHASE SHARES

 

The Minister of Treasury, 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, as amended), hereinafter referred to as the “Act”, and pursuant to 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), hereby invites all interested parties to submit their offers in an open written public tender, hereinafter referred to as the “Tender”, to purchase 25,330,000 (twenty-five million three hundred and thirty thousand ) bearer shares, constituting 85% of the share capital of the company:

Fabryka “Sklejka-Pisz” Spółka Akcyjna with registered office in Pisz
(hereinafter referred to as the “Company”)

Pursuant to Article 36(1) of the Act, eligible employees of the Company are entitled to acquire free-of-charge up to 15% of the Company shares taken up by the Treasury on the day of entering the Company into the Register. The Minister of Treasury allows the possibility of sale of shares not acquired by eligible employees to an Investor selected through this tender if the right of such entitled employees to acquire the shares free-of-charge expires.

I. GENERAL INFORMATION

1. The Tender will be held at the headquarters of the Seller.
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, the bidder is obliged to deposit (before expiry of the deadline specified in section IV, item 1, hereof) a bid security of PLN 3,000,000.00 (three million zloty) 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.

II. PLACE AND TIME LIMIT FOR INSPECTING TENDER DOCUMENTATION AND BECOMING ACQUAINTED WITH THE COMPANY’S ENTERPRISE

1. Before participating in the Tender, each interested party is obliged to become familiar with the Company Information, the sample Share Purchase Agreement and the Additional Information for Investors Participating in the Tender to Purchase Company Shares. 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 and 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), starting from the day following the day of publication of this Invitation until 17 June 2010, after presentation of a transcript from the National Court Register/Certificate from the Register of Business Activity by authorised representatives, or an Authorisation for Receipt of Documentation by persons not entered in the National Court Register or not named in the Certificate from the Register of Business Activity, and after signing the Confidentiality Obligation, and if the interested party is a natural person who is not an entrepreneur – after presenting an identity document and signing the Confidentiality Obligation, at the Seller’s headquarters, room 569, between 12:00 and 2:00 PM.
2. Bidders will be able to acquaint themselves with the Company’s enterprise on a day agreed with the Seller after submitting a request for carrying out an examination of the Company by 18 June 2010.
3. Detailed terms and conditions of purchase of the Company’s shares, along with the requirements concerning minimal investment related commitments, environmental protection commitments, commitments related to protection of the interests of employees, as well as other commitments and the methods of ensuring that these commitments are met are specified in this Invitation, in the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” and in the sample Share Purchase Agreement, made available to the bidders, all of which constitute an integral part hereof.
4. Considered will only be offers submitted by bidders who signed the Confidentiality Obligation and collected the Company Information, the sample Share Purchase Agreement and the Additional Information for Investors Participating in the Tender to Purchase Company Shares.

III. HOW TO PREPARE THE OFFER

1. Detailed information concerning the requirements for bidders and the detailed terms and conditions to be met by the offers to purchase the Company shares may be obtained by 28 June 2010.
   
   All queries should be directed to the following address:
   Ministerstwo Skarbu Państwa
   Departament Nadzoru Właścicielskiego i Prywatyzacji IV
   ul. Krucza 36/Wspólna 6, 00-522 Warszawa
   Tel: (022) 695 87 10, Fax: (022) 695 87 09
   Deadline for submitting queries expires on 24 June 2010.
2. The Seller reserves the right to request additional clarifications from bidders.

IV. OFFER SUBMISSION AND TENDER PROCEDURE

1. PLACE, PROCEDURE, FORM AND DATE FOR SUBMITTING OFFERS
   Written offers to purchase Company shares must be submitted, against confirmation of receipt, in a closed envelope marked: “przetarg – Fabryka “Sklejka-Pisz” Spółka Akcyjna z siedzibą w Piszu – nie otwierać” (Tender – Fabryka “Sklejka-Pisz” Spółka Akcyjna with registered office in Pisz – do not open), containing bidder identification details, to the following address: Ministerstwo Skarbu Państwa, Departament Nadzoru Właścicielskiego i Prywatyzacji IV, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, pokój 553, in the hours 10 AM - 3 PM. The final date for submitting offers is 30 June 2010 (12 o’clock noon).
2. OPENING OFFERS AND SELECTION OF WINNING OFFER
   1) Offers will be opened on 30 June 2010 at 1:00 PM in room 26.
   2) The winning bidder will be determined by a committee within 30 working days following the expiry of the date for submitting offers.
3. FORMAL REQUIREMENTS WHICH MUST BE MET FOR THE OFFERS TO BE SUBJECTED TO MERIT-BASED EVALUATION
   Offers must be made and submitted in accordance with the Seller’s requirements for the bidders, as set forth in this Invitation and in the “Additional Information for Investors Participating in the Tender to Purchase Company Shares”.
4. MERIT-BASED CRITERIA SUBJECT TO EVALUATION AND SCORING
   1) Merit-based criteria to be evaluated and their respective scoring are set forth in section I of the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” (Offer Evaluation Sheet).
   2) In the event that two or more bidders receive the same score, the winning bidder will be selected in accordance with the procedure set forth in section III of the “Additional Information for Investors Participating in the Tender to Purchase Company Shares” referred to hereinabove.

V. MAXIMUM BID VALIDITY PERIOD
Submitted offer shall be binding for the bidder until the bidder is notified of selection of another offer, however not longer than 180 days from the offer submission deadline.

VI. DEADLINE FOR NOTIFYING BIDDERS OF TENDER RESULTS
The bidders will be immediately notified of the tender results in writing.

VII. RETURN OF BID SECURITY
Upon selecting the winning offer, the bid security paid by the winning bidder will be credited towards the price of purchase of Company shares. Bid securities paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the bidder decide to withdraw after expiry of the offer submission date or evade from concluding the agreement to purchase Company shares, then the security paid by such bidder will not be returned.

VIII. DATE OF CONCLUSION OF SHARE PURCHASE AGREEMENT
The agreement to purchase Company shares will be concluded with the winning bidder within 60 days from the date of notifying such winning bidder of the 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 for purchase of Company shares, the share purchase agreement will be concluded within 60 days from the date of a written notification of the Seller by the bidder that the above mentioned consent(s) were obtained.

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

Fabryka Sklejka Pisz Spółka Akcyjna z siedzibą w Piszu
ul. Kwiatowa 1, 12-200 Pisz
Tel: 087 425 48 00
Fax: 087 425 48 20
The core business activity of the Company is the manufacture of plywood products.

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

a) Number of shares
The share purchase offer will concern 25,330,000 (twenty-five million three hundred and thirty-three thousand) bearer shares of a nominal value PLN 1 (one zloty) each, constituting 85% (eighty-five percent) of the share capital of the Company.

b) Minimum price per one share
The minimum price per one share shall be PLN 2.37 (two zloty and thirty-seven groszy).

The Seller shall have the right to:
a) decide not to hold a tender without specifying reasons;
b) extend the deadline for offer submission.

Rejected will be offers which:
a) are submitted after the stipulated deadline,
b) do not comply with the terms specified herein.