investor relations
Legal basis: Article 56, section 1, subsection 2 of the Act on Public Offering - current
and periodic information
Report subject: The stance of the Management Board regarding a planned merger
Pursuant to § 19 section 3 of the Ordinance of the Minister of Finance of
of February 19, 2009 regarding the current and periodic information provided by the issuers of security papers and the conditions deeming information required by the regulations of a non-member country equal (Journal of Law, No. 33 of 2009 items 259) (hereinafter known as the Ordinance), The Management Board of J.W. Construction Holding S.A. with its business seat
in Ząbki (hereinafter known as the "Company", the "Acquiring Company") recommends to the shareholders of the
Company the merger of the Company with the following companies:
Seahouse Sp. o.o. with its business seat in Ząbki, Łódź Invest Sp. o.o. with its business seat
in Ząbki, Nowe Tysiąclecie Sp. o.o. with its business seat in Ząbki, Zdziarska Invest Sp. o.o. with its business seat in Ząbki, Lewandów Invest Sp. o.o. with its business seat in Ząbki, Porta Transport Sp. z o.o. in liquidation in with its business seat in Szczecin, J.W. Ergo
Energy Sp. o.o. with its business seat in Ząbki, Towarzystwo Budownictwa Społecznego
Nowy Dom Sp. o.o. with its business seat in Ząbki, J.W. Marka Sp. o.o. with its business seat in
Ząbki, Business Financial Construction Sp. z o.o.
with its business seat in Warsaw (hereinafter known as the "Acquired Companies"and casting the "yes" vote
during the Extraordinary General Meeting of Shareholders convened on
March 28, 2018.
The basis information regarding the planned merger:
Companies subject to merger:
Company name: J.W. Construction Holding S.A.
Type: a joint-stock company in the understanding of the act of July 29,
2005 of the Act on Public Offering and the Financial Instruments to Organised Trading, and Public Companies (Journal of Law, No. 184, item 1539, as amended).
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000028142
Company name: Seahouse Sp. z o.o.
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000309998
Company name: Łódź Invest Sp z o.o.
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000495145
Company name: Nowe Tysiąclecie Sp. z o.o.
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Company name: Łódź Invest Sp z o.o.
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000495351
Company name: Łódź Invest Sp z o.o.
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000517637
Company name: Porta Transport Sp. z o.o. in liquidation
Type: spółka z ograniczoną odpowiedzialnością in liquidation, on
November 20, 2017 by a resolution no. 1 entered by Ewa Rokos, a notary public, into the repertory no. A 15914/2017 the Extraordinary Meeting of Shareholders adopted a resolution on the continuation of existence and cease the liquidation of the company.
Registered office: Szczecin
Registering body: the District Court Szczecin - Centrun in Szczecin, XIII
Economic Division of the National Court Register
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000533529
Company name: Towarzystwo Budownictwa Społecznego Nowy Dom Spółka z o.o.
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000173007
Company name: J.W. Marka Sp. z o.o.
Type: spółka z ograniczoną odpowiedzialnością
Registered office: Ząbki
Registering body: The District Court for the capital city of Warsaw in Warsaw, XIV
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000373684
Company name: Business Financial Construction Sp. z o.o.
Registering body: The District Court for the capital city of Warsaw in Warsaw, XII
Economic Division of the National Court Register
Number in the Register of Entrepreneurs (KRS): 0000114675
Type of merger:
The merger will be conducted in accordance with art. 492 §1 section 1) in relation to art. 516 §6 of the Code of Commercial Companies through the transfer of all the assets of the Acquired Companies to the Acquiring Company as a sole shareholder.
Due to the fact that the Acquiring Company on the merger day controls all the assets in the Acquired Companies and the contents of article 515 §1,
the merger will take place without the increase of the share capital of the Acquiring Company.
The economic basis for the merger:
The main goal of the merger is the clarification and simplification of the capital group, as well as the increase of its transparency, the generation of operational and cost-related synergy effects through the decrease of the management and administrative costs, the minimization of red-tape and third-party costs, and the possibility of swift transfer of resources without the necessity of creating additional transactions (this will contribute to the improvement of financial liquidity).
The main benefits resulting from the merger are:
a) simplification of the organizational structure and the functioning of companies, which increases the effectiveness of their functioning, simplifies financial flows, reduces the number of documents, eliminates mutual settlements of the companies undergoing merger;
b) the increase of effectiveness of functioning of the companies being part of the Group through
the shortening of decision processes and elimination of unnecessary rungs
in the organizational hierarchy;
c) financial savings, in the administrative
and organizational areas, as a result of decreasing the number of entities and management
bodies;
d) decrease of the current overheads;
e) improvement of the effectiveness through the reducing of double costs,
as part of the Acquired Companies, especially with reference to administrative
and organizational costs;
f) effective management the assets of Acquired Companies as a result of direct control over these assets.
The merger will generate financial savings in the administrative and organizational areas as a result of limiting the number of entities and their bodies. At the same time, the one-time costs related
to conducting the merger process of the companies are not significant and concern mainly the counterparties and state bodies
regarding the occurred changes, as well as the court costs related to the merger.
Due to the fact that the merger will be conducted in accordance with art. 515 of
§ 1 of the Code of Commercial Companies, i.e. without the increase of the share capital of the Acquiring Company, and that the merger does not create new circumstances that need to be disclosed in the Articles of Association of the Acquiring Company,
the Articles of Association of the Company will not be changed as a result
of the merger.