THE MINISTER OF TREASURY OF THE REPUBLIC OF POLAND invites to participate in negotiations to purchase the shares of Kieleckie Kopalnie Surowców Mineralnych S.A. seated in Kielce.

The Minister of Treasury seated in Warsaw at ul. Krucza 36/Wspólna 6, 00-522 Warszawa, acting on behalf of the State Treasury, pursuant to Article 33(1)(3) of the Act of 30 August 1996 on Commercialization and Privatization (Journal of Laws of 2002, no. 171, item 1397, as amended), hereinafter referred to as the „Act”, and pursuant to the Regulation of the Council of Ministers of 17 February 2009 on Detailed Procedure of Selling State Treasury Shares(Journal of Law No. 34, item 264, as amended) invites all interested parties to participate in negotiations for the purchase of the pack of not less then 447.100 (say: four hundred forty seven thousand and one hundred) registered shares of a nominal value of PLN 10,00 (say: ten zloty) each, constituting not less than 85% of the share capital of Kieleckie Kopalnie Surowców Mineralnych S.A. seated in Kielce at ul. Ściegiennego 5, 25-033 Kielce, registered in the Register of Entrepreneurs of the National Court Register kept by the Regional Court in Kielce, X Economic Department of the National Court Register on number KRS 0000171630, hereinafter referred to as the „Company”.
As of the day of this announcement, 100% of the shares of the Company is held by the State Treasury.
Pursuant to Article 36 of the Act, eligible employees are entitled to acquire free of charge not more than 15% shares of the Company owned currently by the State Treasury. The Minister of Treasury envisages the possibility to include into the shares purchase agreement with the Investor, condition of obligation to purchase the shares which have not been taken by the eligible employees or other eligible individuals by the Investor selected as a result of negotiations, at negotiated price and on call of the Minister of Treasury.
All interested parties, hereinafter referred to as the „Potential Investors”, are asked to submit written confirmation of their interest in participation in the negotiations by 19 March 2010 to the address of the adviser representing the Minister of Treasury in the process of selling shares of the Company - Doradztwo Gospodarcze DGA S.A. (ul. Towarowa 35, 61-896 Poznań, phone: + 48 61 859 59 00, fax: +48 61 859 59 01).
The person responsible for receiving applications and giving out „Information Memorandum on the Company” is:
Ms Aldona Koźma (aldona.kozma@dga.pl)
Doradztwo Gospodarcze DGA S.A.
DELTA Office Building, ul. Towarowa 35, 61-896 Poznań,
phone: + 48 61 859 59 00, fax: +48 61 859 59 01
After presenting up-to-date corporation documents i.e. a transcript from the Register of Entrepreneurs of the National Court Register/Certificate of entry in the register of business activity specifying the current representation of the Potential Investor (with the date of issue not earlier than three months prior to the document presentation date), or a document confirming the identity of a person who is not an entrepreneur, and the power of attorney (if any), and after signing the document entitled „Confidentiality Statement” by the duly authorized representatives of a Potential Investor, shall be offered against payment (the price is PLN 100, payable at the cash desk in room 372 between 12:00 and 14:00 hours or to the bank account of the Ministry of Treasury at Bank Gospodarstwa Krajowego S.A., I Oddział Warszawa, No. 83 1130 1017 0019 9426 2520 0008) starting from the next day after the day of publishing the invitation in the Adviser’s registered office, „Information Memorandum on the Company” containing information on the Company’s legal, economical and financial standing, process of purchasing shares and on the response structure to the public invitation to participate in negotiations. „Information Memorandum on the Company” shall be offered till 4 p.m. on 19 March 2010.
The subject-matter of negotiations shall be the price of the shares pack, Company development program including, among others, commitment to increase of capital or other investment commitments, environmental protection commitments and those concerning the protection of the interests of Company's employees' and other individuals related to the Company as well as the measures for securing the fulfillment of those commitments.
The deadline for submitting written responses to the public invitation to participate in negotiations for the purchase of the Company shares by the Potential Investors who have signed the document „Confidentiality Statement” and have received „Information Memorandum on the Company” shall expire on 25 March 2009 at 12:00 hours (Warsaw time).
Responses of the Potential Investors shall be made in the Polish language. They shall be submitted in two copies, in a sealed envelope, at the seat of the Ministry of Treasury, ul. Krucza 36/Wspólna 6, 00-522 Warszawa, at the secretary's office of the Department of Privatisation Projects, floor VII, room 739.
The envelopes shall be marked as follows: „Odpowiedź na publiczne zaproszenie do negocjacji w sprawie nabycia udziałów Spółki Kieleckie Kopalnie Surowców Mineralnych S.A. – NIE OTWIERAĆ" („Response to the public invitation to participate in negotiations for the purchase of the shares of Kieleckie Kopalnie Surowców Mineralnych S.A. - Do not open”) and the identification data of the Potential Investor.
Only responses submitted by the Potential Investors who have signed the document „Confidentiality Statement” and collected „Information Memorandum of the Company”.
The Minister of Treasury reserves the right to demand additional information from the Potential Investors who have submitted their responses to the public invitation to participate in negotiations.
The Minister of Treasury shall inform each Potential Investor who has submitted a response to the public invitation to participate in negotiations on the decision regarding their response by means of registered mail to be sent by 15 April 2010.
The Minister of Treasury reserves the right to: select one or several Potential Investors to participated in the negotiations; to change the negotiation procedure and schedule; to withdraw from negotiations without giving any reasons; to extend the deadline for submitting responses to the public invitation to participate in negotiations; and to extend the deadline for informing about the responses examination result.
The Minister of Treasury shall allowed only a one single payment of the total price for purchasing shares which be paid not later than on the day of signing the shares purchase agreement.
The Minister of Treasury shall not reimburse any costs incurred by the entities interested in purchasing the shares in connection with their participation in the negotiations and the conclusion of a share purchase agreement.