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 Commercialization and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, as amended), hereinafter referred to as “the Act”, invites all interested parties to participate in the negotiations for the purchase of a stake of 144,500 (say: one hundred and forty four thousand five hundred) shares, of a nominal value of PLN 50.00 (say: fifty zloty) each, making up 85.00% of the share capital of the company “KOLSTER” Sp. z o.o. with registered office in Olsztyn, ul. Lubelska 3, 42-500 Olsztyn, hereinafter referred to as “the Company”.
As at the date of this announcement, 100% of Company shares are owned by the Treasury. Pursuant to Article 36 of the Act, eligible employees are entitled to acquire, free of charge, 25,500 (say: twenty five thousand five hundred) shares constituting 15% of the Company’s share capital. The Minister of Treasury allows the possibility of sale of the shares that were not acquired by eligible employees to an investor selected as a result of the present public invitation for negotiations, in case of an expiry of the right of the eligible persons to a free-of-charge acquisition of such shares.
The object of the Company is the manufacture of mechanical and electromechanical equipment for railway traffic management. The range of products offered by KOLSTER include such devices as point machines with supports, track magnets, key locks, electric bonds, mechanical coupling for locks, rail cabling accessories, as well as accessories for centralised mechanical devices.
All parties interested in the purchase of the Company shares, who will approach the Ministry of Treasury, room 675, on weekdays between 12:00 and 2:00 PM from 3.11.2009 to the day immediately preceding the date for submitting written replies to a public invitation to negotiations for the purchase of a stake of Company shares by Potential Investors, and present an Extract from the Register of Entrepreneurs of the National Court Register / Certificate of Entry in the Register of Business Activity, showing the current representation of the entity (certificate must be not older than three months) and – if the interested party is a natural person other than an entrepreneur – upon presentation of a document confirming identity, and signing the document “Confidentiality Obligation” by duly authorized representatives of potential investors, they shall receive, for a fee, the “Memorandum of “KOLSTER” Sp. z o.o. with registered office in Olsztyn (hereinafter “Memorandum”) containing information on the Company’s legal situation and economic and financial standing, as well as on the structure of replies to the public invitation for negotiations. The fee for the “Memorandum” is PLN 100.00 and it is payable to the cashier of the Ministry of Treasury (room 372, between 12:00-2:00 PM) or to the account of the Ministry held with Bank Gospodarstwa Krajowego S.A., Branch No. 1 in Warsaw, account no. 83113010170019942625200008.
The person responsible for receiving applications is Ms. Aleksandra Michalska, Ministry of Treasury, room 675, phone (022) 695-81-22.
The subject of negotiations shall be: the price for the stake of shares, the Company’s development program, including, among others, the commitment to raise the share capital, and other investment commitments, commitments with respect to environmental protection, commitments with respect to protection of the interest of Company employees, and the manner of securing execution of such commitments.
Written replies to the public invitation for negotiations to purchase the Company shares by potential investors who collected the Memorandum must be filed by 7.12.2009 (2.00 PM, Warsaw time). Replies of potential investors should be made in the Polish language and filed in duplicate, in sealed envelopes, at the Ministry of Treasury, 00-522 Warszawa, ul. Krucza 36/Wspólna 6, Secretary’s Office of the Department of Corporate Supervision and Privatization II, room 601. The envelopes must be superscribed as follows:
“Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia pakietu udziałów spółki KOLSTER Sp. z o.o. z siedzibą w Olsztynie – Nie otwierać” (Reply to the Public Invitation for Negotiations to Purchase the Shares of the company “KOLSTER” Sp. z o.o. with registered office in Olsztyn – Do not open). Details of the potential investor must be placed on the envelope as well.
The Minister of Treasury reserves the right to request additional clarifications from potential investors, who submitted replies to the public invitation for negotiations.
The Minister of Treasury will inform of the result of examination of such replies by means of letter sent by 18.12.2009 to each of the potential investors, who submitted replies to the public invitation for negotiations. Considered will only be replies made by potential investors who signed the “Confidentiality Obligation” and collected the “Memorandum”.
The Minister of Treasury reserves the right to: select one or several potential investors, with whom negotiations shall be conducted; terminate negotiations without giving reasons; extend the date for filing replies to the public invitation for negotiations and the date for informing potential investors of the result of examination of such replies; change the procedure and schedule of negotiations.
The Minister of Treasury is not responsible for reimbursement of any costs incurred by entities interested in the purchase of shares in connection with their participation in the negotiations and with conclusion of a share purchase agreement for the Company.