The Minister of Treasury
of the Republic of Poland
hereby invites to negotiations
regarding the purchase of shares of the company:
Uzdrowisko Szczawno-Jedlina Spółka Akcyjna with registered office in Szczawno-Zdrój

The Minister of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the Treasury, pursuant to Article 33(1)(3) 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, as amended), hereby invites all interested parties to negotiations regarding the purchase of a stake of 1,179,500 (one million one hundred and seventy-nine thousand five hundred) shares of a nominal value of PLN 10.00 (ten zloty) each, constituting 92.15% of the share capital of the company Uzdrowisko Szczawno-Jedlina Spółka Akcyjna with registered office in Szczawno-Zdrój, ul. Ratuszowa 1, 58-310 Szczawno-Zdrój, entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for Wrocław-Fabryczna, Commercial Division IX of the National Court Register, under KRS number 0000110745, hereinafter referred to as the “Company”.
As at the date of this Announcement, 100% of the Company’s shares are held by the Treasury.
Pursuant to Article 36 of the Act, eligible employees of the Company are entitled to a free-of-charge acquisition of up to 15% of the Company’s shares taken up by the Treasury on the day of entering the Company into the Register. Shares not acquired by eligible employees may be sold by the Minister of Treasury to an investor selected under these negotiations, provided that the right of such persons to acquire such shares expires.
The Company’s business activity is provision of healthcare, treatment, convalescence and leisure services. Uzdrowisko Szczawno-Jedlina Spółka Akcyjna with registered office in Szczawno-Zdrój is also engaged in manufacture of therapeutic and mineral waters.
Entities, hereinafter referred to as “Potential Investors”, who by 13 August 2010, i.e. by the day immediately preceding the day of submission of written Replies to the public invitation to negotiations regarding the purchase of the Company’s shares (hereinafter also referred to as “Replies”) apply for participation in negotiations regarding the purchase of the Company’s shares to Agencja Konsultingu Gospodarczego „Accord’Next” Sp. z o.o., acting as the Advisor of the Minister of Treasury in the privatisation of the Company, and who sign the Confidentiality Obligation, will be able to receive the Company Memorandum for Uzdrowisko Szczawno-Jedlina Spółka Akcyjna with registered office in Szczawno-Zdrój” (hereinafter referred to as the “Company Memorandum”) containing information on the Company’s legal and financial standing and the structure of Replies.
In order to receive the Company Memorandum, Potential Investors are obliged to present: a document confirming the identity of the Potential Investor, i.e. a photocopy of an identity document, an extract from the Register of Entrepreneurs of the National Court Register/Certificate on Entry in the Register of Business Activity, showing the current representation of the entity (certificate must be issued not earlier than three months prior to the date of submission), as well as a Power of Attorney, if any, to act on behalf of the Potential Investor, and proof of payment of the fee for the Company Memorandum.
In the event that the entity interested in participation in the negotiations is a foreign entity, the submitted documents made in a foreign language must be translated into Polish by a certified translator.
Payment of the for the Company Memorandum (PLN 100.00) should be made to the Cashier of the Ministry of Treasury, room 372, between 12:00 and 2 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, payment title: Company Memorandum for Uzdrowisko Szczawno-Jedlina Spółka Akcyjna with registered office in Szczawno-Zdrój.
Applications to participate in the negotiations regarding the purchase of the Company’s shares should be submitted to:
Agencja Konsultingu Gospodarczego „Accord’Next” Sp. z o.o.
ul. Słubicka 18, 53-615 Wrocław, piętro II, budynek TGG
Tel: (+48 71) 349 09 60, Fax: (+48 71) 349 09 67
The persons responsible for accepting the applications are: Ms. Agnieszka Zajączkowska and Ms. Alicja Goszczyńska.
The negotiations will concern in particular: the price of the shares, the programme of development of the Company, covering among others commitments to raise the share capital, investment commitments, environmental commitments, commitments with regard the protection of the interests of Company employees and other persons associated with the Company, as well as the manner of securing the execution of such commitments.
Written Replies of Potential Investors who collected the Company Memorandum must be submitted by 16 August 2010 (12 o’clock noon, Warsaw time).
Replies must be made in the Polish language in accordance with the terms and conditions specified in the Company Memorandum. Replies should be submitted in two copies, in sealed envelopes, to the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, Front Office of the Department of Owner Supervision and Privatisation IV, room 553, on weekdays during office hours 8:15 AM - 4:15 PM. The envelopes should be marked:
„Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia akcji Spółki: Uzdrowisko Szczawno-Jedlina Spółka Akcyjna z siedzibą w Szczawnie Zdroju – Nie otwierać” (Reply to the public invitation to negotiations regarding the purchase of the company Uzdrowisko Szczawno-Jedlina Spółka Akcyjna with registered office in Szczawno-Zdrój – Do not open) and also include the identification details of the Potential Investor.
The Minister of Treasury reserves the right to request additional information from Potential Investors who submitted their Replies.
The Minister of Treasury accepts only full payment for the Company’s shares, made by bank transfer order. The Minister of Treasury will inform in writing (by 31 August 2010) each of the Potential Investors who submitted Replies of the results of examination of their respective Replies.
Considered will only be Replies submitted by Potential Investors who signed the Confidentiality Obligation and collected the Company Memorandum.
The Minister of Treasury, reserves in particular the right to: select one or several Potential Investors with whom negotiation shall be conducted, terminate negotiations without giving reasons, extend the deadline for submitting Replies to the public invitation for negotiations, extend the deadline for informing Potential Investors of the result of examination of their replies, and to change the procedure and/or schedule of negotiations.
The Minister of State Treasury will not return any costs incurred by entities interested in the purchase of the Company’s shares in connection with the preparation of offers, participation in the negotiations and conclusion of a share purchase agreement.
The Minister of Treasury encourages Potential Investors to become familiar with the privatisation issues on the Internet, including the 4-year Privatisation Programme available at the Ministry’s website: www.msp.gov.pl.