investor relations
Legal basis:Art. 56, par. 1, item 2 of Offer Act - current and periodic information
Report Subject: position of the Management Board of the Company regarding the planned merger
Acting in pursuance of § 19, par. 3 of the Regulation of the Minister of finance of 19 February 2009 on the current and periodic information provided by issuers of securities and the conditions for recognition as equivalent the information required by national laws of the country which is not a member state (Journal of Laws 2009, No. 33, item 259) (“the Regulation”) J.W. Construction Holding S.A. with its registered office in Ząbki (“the Company”, “the Acquiring Company”)recommends to the Company’s shareholders that the Company be merged with the following companies: Lokum Sp. z o.o. with its registered office In Warsaw, J.W. 6 Sp. z o.o. with its registered office in Ząbki, J.W. Sp. z o.o. with its registered office in Ząbki, J.W. Group sp. z o.o. 1 SKA with its registered office in Ząbki, and J.W. Group sp. z o.o. 2 SKA with its registered office in Ząbki (“the Acquired Companies”) and that they cast a “yes” vote at the Ordinary General Meeting of the Company convened at 25 May 2015.
Basic information on the terms and conditions of the planned merger:
1/Merging Companies
Type: joint stock company, public company within the meaning of the act of 29 July 2005 on public offering and the terms and conditions of the introduction of financial instruments to the organized system, and of public companies (Journal of Laws, No. 184, item 1539, as amended)
Registered office: Ząbki
Registration authority: District Court for the capital city of Warsaw, 14th Commercial Division of the National Court Register
KRS No. in the Register of Entrepreneurs: 0000028142
Company: Lokum Spółka z o.o.
Type: limited liability company
Registered office: Warsaw
Registration authority: District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register
KRS No. in the Register of Entrepreneurs: 0000170570
Company: J.W. 6 sp. z o. o.
Type: limited liability company
Registered office: Ząbki
Registration authority: District Court for the capital city of Warsaw, 14th Commercial Division of the National Court Register
KRS No. in the Register of Entrepreneurs: 0000309501
Company: J.W. Group Sp. z o. o.
Type: limited liability company
Registered office: Ząbki
Registration authority: District Court for the capital city of Warsaw, 14th Commercial Division of the National Court Register
KRS No. in the Register of Entrepreneurs: 0000304684
Company: J.W. Group sp. z o.o. 1 S.K.A.
Type: limited joint stock partnership
Registered office: Ząbki
Registration authority: District Court for the capital city of Warsaw, 14th Commercial Division of the National Court Register
KRS No. in the Register of Entrepreneurs: 0000415469
Company: J.W. Group sp. z o.o. 2 S.K.A.
Type: limited joint stock partnership
Registered office: Ząbki
Registration authority: District Court for the capital city of Warsaw, 14th Commercial Division of the National Court Register
KRS No. in the Register of Entrepreneurs: 0000415464
2/Merger method:
3/Pursuant to Article 516, § 6 in conjunction with Article 515, § 1 of the Commercial Companies Code, no rate of the exchange of the Acquired Companies’ shares into the shares of the Acquiring Company shall be specified. The same refers to the number and value of shares of the Acquired Company assigned to the shareholders of the Acquired Companies.
4/The rules governing the granting of shares in the Acquiring Company to the shareholders of the Acquired Companies shall not be determined – in accordance with Article 516, § 6 in conjunction with Article 515, § 1 of the Commercial Companies Code.
4/The dates from which the shares give authorization to participation in the profits of the Acquiring Company shall not be determined – in accordance with Article 516, § 6 in conjunction with Article 515, § 1 of the Commercial Companies Code.
6/The Acquiring Company shall not provide the shareholders of the Acquired Companies, or the specifically authorized persons in the Acquired Companies any rights mentioned under art. 499, § 1, item 5) of the CCC.
7/The members of the management bodies of merged companies, the shareholders of the merged companies, and other persons participating in the merger shall be provided with no benefits.
Due to the fact that the merger will be carried out pursuant to Article 515, § 1 of the CCC, i.e. without increasing the share capital of the Acquiring Company, and that the merger does not cause the creation of any new circumstances requiring a disclosure in the Acquiring Company’s founding act in connection with the merger, the said act shall not be modified. For this reason, the requirements set forth under Article 499, § 2, item 2) of the CCC concerning the attachment to the project merger plan of amendments to the Acquiring Company’s founding act shall not apply.
In general, the merging companies do not conduct business activities, the only active company being J.W. Group Sp. z o. o. 1 SKA. However, in this case, it will also be economically advantageous to transfer its business and assets to the Company. The merger of the companies will make it possible to reduce business costs, while the concentration of the Acquired Companies’ assets will increase the economic efficiency of their use.