The Minister of Treasury
OF THE REPUBLIC OF POLAND
hereby invites to a public tender to purchase shares

the Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, hereinafter referred to as the “Seller”, 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”, hereby invites all interested parties to submit their offers in a public tender, hereinafter referred to as the “Tender” to purchase the shares of the company:

Bydgoskie Zakłady Przemysłu Gumowego
„STOMIL” S.A.
with registered office in Bydgoszcz
(hereinafter referred to as the “Company”)


 

The core business activity of the Company is the manufacture of rubber products, especially: hydraulic hoses, hydraulic pipes, industrial hoses, rubber plates, mattings, rubber compounds, rubber tapes, sealing cords (sealings), sheets for the footwear industry and moulding articles.

The Tender concerns 2,641,460 (two million six hundred and forty-one thousand four hundred and sixty) ordinary registered shares, constituting 85% of the share capital of the Company, of a nominal value of PLN 10.00 (ten zloty) each.

Pursuant to Article 36(1) of the Act, eligible employees of the Company are entitled to a free acquisition of up to 466,140 (four hundred and sixty-six thousand one hundred and forty) shares, constituting up to 15% of the share capital of the Company. The Minister of Treasury allows the possibility to sell the shares not acquired by eligible employees to an Investor selected through this public tender invitation if the right of such employees to the free acquisition of shares expires.

The minimum purchase price (starting price) is PLN 13.50 (thirteen zloty fifty groszy) for one share and PLN 35,659,710.00 (thirty-five million six hundred fifty-nine thousand seven hundred and ten zloty) for the entire stake of shares.

All interested parties who approach the Ministry of Treasury, room 461, on weekdays, between 12:00 and 2:00 PM, from 13 July 2010 to the day immediately preceding the day of submission of written Offers to purchase shares of the Company Bydgoskie Zakłady Przemysłu Gumowego „STOMIL” S.A. with registered office in Bydgoszcz (hereinafter referred to as “Offers”) and who sign the Confidentiality Obligation, will receive the Company Memorandum, containing information on the legal and financial standing of the Company and the structure of Offers, the Detailed Terms and Conditions of Tender, containing information on the requirements that must be met by Tender participants and the conditions to be met by the Offer to purchase shares, as well as the Sample Share Purchase Agreement.

In order to collect the above mentioned documents, the party interested to participate in the tender is obliged to present: an identity document, a power of attorney to act on behalf of the interested party, proof of payment of the fee for the Company Memorandum, and also a transcript from the Register of Entrepreneurs of the National Court Register (in case of entrepreneurs entered in the Register of Entrepreneurs), or a certificate confirming entry in the Register of Business Activity (in case of natural persons conducting business activity), showing the current representation of the entity (certificate must be issued not earlier than three months prior to the date of submission).

If the bidder is a foreign entity, the submitted documents made in a foreign language must be translated into the Polish language by a certified translator.

The fee for the Company Memorandum is PLN 100 and it should be paid to the cashier of the Ministry Treasury MSP, room 372, between 12:00 and 2:00 PM, or to the bank account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83113010170019942625200008 (payment reason: “Company Memorandum of the Company Bydgoskie Zakłady Przemysłu Gumowego „STOMIL” S.A. with registered office in Bydgoszcz”).

The person responsible for releasing the above documentation is Ms. Monika Białogrodzka, Ministry of Treasury, room 461, Tel: (022) 695-83-46.

Bidders will be able to acquaint themselves with the Company’s enterprise on a day agreed with the Seller.

Before participating in the Tender, the Bidders are obliged to deposit a bid security of PLN 700,000.00 (seven hundred zloty zero groszy), by bank transfer to the account of the Ministry of Treasury, held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 13113010170019942625200007, by the day immediately preceding the day of submission of a written offer to purchase the Company shares. Confirmation of payment of the bid security must be attached to the Offer.

The time limit for submitting Offers to purchase the Company shares expires on 16 August 2010 at 2:00 PM Warsaw time*. Offers must be made in the Polish language and submitted in single copy, in a sealed envelope, to the Department of Owner Supervision and Privatisation I (room 477) at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6. The envelope should be marked: „Przetarg – Bydgoskie Zakłady Przemysłu Gumowego „STOMIL” S.A. z siedzibą w Bydgoszczy - nie otwierać” (Tender – Bydgoskie Zakłady Przemysłu Gumowego „STOMIL” S.A. with registered office in Bydgoszcz – Do not open) and must also include the identification details of the bidder.

Offers will be opened on 16 August 2010 at 3:30 PM at the Seller’s headquarters, room no. 477.

A submitted offer shall be binding for the Bidder until he is notified of selecting another Offer, however not longer than 180 days from the date of announcement of the Tender.

Considered will only be offers submitted by bidders who signed the Confidentiality Obligation and collected the Detailed Terms and Conditions of Tender and the Company Information.

The sole merit-based criterion that will be evaluated will be the price offered for the shares.

Bidders will be immediately advised of the results of the Tender in writing.

The Share Purchase Agreement will be concluded not later than 60 days after advising the bidder that the bidder’s offer has won. Payment of the price for the shares must be made by certified cheque or by transfer to the account of the Seller prior to the conclusion of the Share Purchase Agreement. The Seller only accepts full payment for the stake of shares sold.

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 evade from concluding the agreement to purchase Company shares, then the security paid by such bidder will not be returned. Offers submitted after the stipulated deadline and offers which do not comply with the terms specified herein will be rejected.

The Seller reserves the right to extend the final date for submitting offers without giving reasons and to withdraw from the tender without giving reasons.

* The deadline for submitting offers to purchase the Company shares was extended to 30 August 2010 at 2:00 PM Warsaw time.