The Minister of Treasury, with headquarters in Warsaw, 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 to purchase the shares of the company:

 

Leszczyńskie Przedsiębiorstwo Robót Drogowo-Mostowych Sp. z o.o. with registered office in Leszno, ul. Energetyków 4, 64-100 Leszno, Tel. + 48 (65) 529 91 70, + 48 (65) 529 94 40, Fax: (65) 529 91 41, entered into the Register of Entrepreneurs of the National Court Register, kept by the District Court Poznań-Nowe Miasto i Wilda in Poznań, Commercial Division IX of the National Court Register, under KRS number: 0000124734 (hereinafter the “Company”),hereinafter referred to as the“Tender”.

 

The tender concerns 6,800 (six thousand eight hundred) shares of a nominal value of PLN 500.00 (five hundred zloty) each, constituting 36.30% of the share capital of the Company.

 

Pursuant to Article 36(1) of the Act, a total of 1,200 (one thousand two hundred) shares, constituting 6.4% of the share capital, will be acquired free of charge by eligible employees of the Company. The Minister of Treasury allows however 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-of-charge acquisition of the shares expires.

 

The minimum purchase price (starting price) is PLN 2,264.00 (two thousand two hundred and sixty-four zloty) for one share, and PLN 15,395,200.00 (fifteen million three hundred and ninety-five thousand two hundred zloty) for the entire stake of shares.

 

In order to participate in the Tender, each bidder is required to pay (by bank transfer) a bid security of PLN 153,952.00 (one hundred fifty-three thousand nine hundred and fifty-two zloty). The bid security should be paid to the account of the Ministry of Treasury held with Bank Gospodarstwa Krajowego SA, 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’s shares. Confirmation of payment of the bid security must be attached to the offer.

 

In order to obtain the Seller’s documentation concerning the Company and containing information on the Company’s legal, economic and financial standing, the interested parties must:

 

1)      if the interested party is an entrepreneur – present through its authorised representatives a valid transcript from the Register of Entrepreneurs of the National Court Register, a Certificate from the Register of Business Activity, or an Authorisation to collect the documentation by persons not entered in the National Court Register or not named on the Certificate from the Register of Business Activity, and if the interested party is a natural person who is not an entrepreneur – present an identity document;

2)      sign a Confidentiality Obligation at the Seller’s headquarters.

 

Before participating in the Tender, each interested party is obliged to become familiar with the Detailed Terms and Conditions of Tender, the Company Information, and the sample Share Purchase Agreement. 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 (3rd floor), between 12:00 - 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 the day immediately preceding the day of submitting the written offer to purchase the Company’s shares at the Seller’s headquarters (room 675, 6th floor) between 12:00 - 2:00 PM. The person responsible for accepting applications is Ms. Aleksandra Michalska, room 675, Tel. (22) 695-81-22.

 

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

 

A written offer to purchase the Company’s shares, prepared in accordance with the requirements presented in the Detailed Terms and Conditions of the Tender, should be submitted (against confirmation of receipt), in a sealed envelope marked “Przetarg – Leszczyńskie Przedsiębiorstwo Robót Drogowo-Mostowych Sp. z o.o. z siedzibą w Lesznie - nie otwierać” (Tender – Leszczyńskie Przedsiębiorstwo Robót Drogowo-Mostowych Sp. z o.o. with registered office in Leszno – Do not open”) and specifying the name of the bidder, to the w Front Office of the Department of Ownership Supervision and Privatisation II (room 600), 00-522 Warszawa, ul. Krucza 36/Wspólna 6, between 8:15 AM and 4:15 PM. The final date for submitting applications is 16 December 2009 (2:00 PM). Offers will be opened on the same day at 2:30 PM at the Seller’s headquarters (room 604, 6th floor).

 

Submitted offer shall be binding for the bidder until the bidder is advised of selecting another offer, however no longer than 180 days from the day of announcing 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 criteria that will be evaluated will be the price offered for the shares sold.

 

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 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 the Company’s shares. Bid securities paid by the remaining bidders will be immediately returned in accordance with applicable regulations. Should the winning bidder evade from concluding the Share Purchase Agreement for the Company’s shares, the security paid by such bidder will not be refunded. All offers submitted after the final submission date and offers incompliant with the terms and conditions set forth herein will be rejected.

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