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 1,289,475 (say: one million two hundred eighty nine thousand four hundred and seventy five) ordinary bearer shares, of a nominal value of PLN 10.00 (say: ten) each, making up 92.53% of the share capital of the company Fabryka Szlifierek “JOTES” Spółka Akcyjna with registered office in Łódź, ul. Papiernicza 7, 92-312 Łódź 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 Commercialization and Privatisation Act of 30 August 1996 (Journal of Laws of 2002 No. 171, item 1397, consolidated text, as amended), eligible employees are entitled to acquire, free of charge, 104.025 (say: one hundred four thousand and twenty five) shares making up 7.47% of 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 primary objects of the Company is the production of surface, internal and cylindrical grinders
All parties interested in the purchase of the Company shares, who will approach the PKF Consult Sp. z o.o. with registered office in Warsaw on weekdays from 24.11.2009 to the day preceding the date for submitting written replies to the public invitation for negotiations for the purchase of a stake of the Company’s shares by potential investors, and present a valid 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 (on the date of submission, the 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 the “Company Memorandum of Fabryka Szlifierek “JOTES” S.A. with registered office in Łódź (hereinafter “Company Memorandum”) containing information on the Company’s legal situation and economic and financial standing, as well as on the required structure of replies to the public invitation for negotiations.
Applications confirming the interest in the purchase of the Company’s shares shall be submitted at: PKF Consult Sp. z o.o., ul. Elbląska 15/17, 01-747 Warsaw (tel: +48 22 560 76 50; fax: +48 22 560 76 63). The persons responsible for receiving applications are Mrs. Katarzyna Kaźmierczak, Mr. Piotr Urbański and Mr. Leszek Cienkowski.
The subject of negotiations shall be: the price for the stake of shares, the Company’s development program, including but not limited to the commitment to raise the share capital, as well as other investment commitments, commitments with respect to environmental protection, 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 Company Memorandum must be filed by 11.01.2010 (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 600. The envelopes must include the identification data of the potential investor, as well as the note: “Reply to the Public Invitation for Negotiations to Purchase the Shares of Fabryka Szlifierek “JOTES” S.A. with registered office in Łódź – Do not open”.
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 each of the potential investors who submitted replies to the public invitation for negotiations of the result of evaluation of such replies by 01.02.2010.
The Minister of Treasury reserves the right to: select one or several entities, with whom negotiations shall be conducted; terminate negotiations without giving reasons; extend the deadline for filing replies to the public invitation for negotiations and the deadline for informing potential investors of the result of evaluation of such replies; change the procedure and negotiation schedule.
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.