The Minister of Treasury, with headquarters in Warsaw, 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 Detailed Procedure of Selling Treasury Shares (Journal of Laws No. 34, item 264), invites all interested parties to submit offers to participate in a written open public tender, hereinafter referred to as the “Tender,” to purchase 18,307 (eighteen thousand three hundred and seven) shares, constituting 49% of the share capital of the company:

 

Przedsiębiorstwo Produkcji Ogrodniczej Siechnice Sp. z o. o.

with registered office in Siechnice

(hereinafter referred to as the “Company”)

 

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 amounting to PLN 248,060.00 (two hundred forty-eight thousand and sixty zloty) to the Seller’s banking account at Bank Gospodarstwa Krajowego S.A., Branch in Warsaw, account no. 13 1130 1017 0019 9426 2520 0007.

4.   The Seller accepts only a one-off 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.  “Company Information”, specimen of the agreement to purchase Company shares and “Additional Information for Investors Participating in the Tender to Purchase Company Shares” will be available for bidders (for a fee of PLN 100.00 payable to the cashier in room 372, Accounting and Payroll Division of the Department of Budget and Finance at the Ministry of Treasury, in the hours from 12 noon to 2 PM, or to the bank account of the Ministry of Treasury at Bank Gospodarstwa Krajowego S.A., branch in Warsaw, account no. 83 1130 1017 0019 9426 2520 0008), staring from the day following the date when this Invitation was published, after submitting a Transcript from the Register of Entrepreneurs/Certificate of Entry in the Register of Business Activity by authorized representatives or an Authorisation to Collect Documentation by persons not listed in the National Court Register/Certificate on Entry in the Register of Business Activity, or an ID card by natural persons, and upon signing the document “Confidentiality Obligation” at the headquarters of the Seller, room 559, between 12 noon and 2 PM.

 

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

 

 

3. Detailed terms of purchase of Company shares are specified in this Invitation, in a document titled “Additional Information for Investors Participating in the Tender to Purchase Company Shares” and a specimen of share purchase agreement made available to the bidders, all of which constitute an integral part hereof.

 

 

III.   HOW TO PREPARE THE OFFER

 

1.    All information concerning the requirements for bidders and the detailed terms to be met by the offers to purchase Company shares may be obtained by 14 December 2009.

 

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 the queries expires on 8 December 2009.

 

 

2.    The Seller reserves the right to request additional clarifications from bidders.

 

IV.    INFORMATION ON SUBMITTING THE OFFER 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 superscribed as follows: przetarg – Przedsiębiorstwo Produkcji Ogrodniczej Siechnice z siedzibą w Siechnicach – nie otwierać (Tender – Przedsiębiorstwo Produkcji Ogrodniczej Siechnice with registered office in Siechnice – 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, room 553, in the hours between 10 AM and 3 PM.

 

The deadline for submitting offers expires on 21 December 2009 at 12 noon.

 

 

2.     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.”

 

 

3.    MERIT-BASED CRITERIA SUBJECT TO EVALUATION AND SCORING             

 

 

 

i.     The offers will be opened on 21 December 2009, at 1.00 PM, room 26;

 

ii.    The winning bidder will be determined by a committee within 30 business days following the expiry of the date for submitting the offers;

 

iii.   Merit-based criteria to be examined 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).

 

iv.   In the event that two or more bidders receive the same score, the winning bidder will be chosen as specified in section III of the “Additional Information [...]”, referred to hereinabove.

 

 

V.        MAXIMUM BID VALIDITY PERIOD

 

Submitted offer shall be binding for the bidder until an agreement is signed with the highest bidder, 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.            REFUND OF BID SECURITY

 

Upon selecting of 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 refunded.

 

 

VIII.    DATE OF CONCLUDING 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 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) was/were obtained.

 

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

 

Przedsiębiorstwo Produkcji Ogrodniczej Siechnice Sp. z o. o. with registered office in Siechnice

55-011 Siechnice

tel.: 071 311 5570

fax: 071 311 5386

 

The core business activity of the Company is growing and sale of vegetables, flowers and decorative garden plants.

 

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 18,307 (eighteen thousand three hundred and seven) shares, constituting 49% of the share capital of the Company, of a nominal value of PLN 500.00 (five hundred zloty) each.

 

b.    Minimum single share price

The minimum single share price shall be PLN 271 (two hundred and seventy-one zloty).

 

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 the offers which:

 

a) are submitted after the stipulated deadline;

b) do not comply with the terms specified herein.