Subject: Receipt of a notification pursuant to Article 70 (1) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies
Legal basis: Art. 70(1) of the Act on Public Offering - acquisition or disposal of a significant holding
Content of the report:
Acting pursuant to Article 70 (1) of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and Public Companies (Journal of Laws no. 184, item 1539 as amended), J.W. Construction Holding S.A. with its registered office in Ząbki ("Company"), hereby informs about receiving on 16 September 2020 a notification from Mr. Józef Wojciechowski with the following content:
„NOTIFICATION OF A CHANGE IN THE STATE OF THE SHARES HELD
('Notification')
I, the undersigned, Józef Kazimierz Wojciechowski (hereinafter "Shareholder"), acting on my own behalf, pursuant to art. 69 section 2 point 2 of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies (consolidated text: Journal of Laws of 2019, item 623 as amended) (hereinafter referred to as the "Act on Public Offering"), hereby inform about the change in my current shareholding in the J.W. Construction Holding S.A. (hereinafter "Company").
The change in the ownership of the Company's shares by the Shareholder occurred as a result of the settlement of the transaction concluded on 11 September 2020 by Wielopole 19/21 Spółka z o.o. with its registered office in Ząbki - a subsidiary of the Shareholder - on the purchase of 360,000 (say: three hundred and sixty thousand) shares of the Company, constituting 0.41 % of the Company's share capital, giving the right to 360,000 (say: three hundred and sixty thousand) votes at the General Meeting of the Company, which constitutes 0.41 % of the total number of votes in the Company;
Before the changes in ownership, and in accordance with the last notification of 2 January 2020, the Shareholder held in total 82,412,848 (say: eighty two million four hundred twelve thousand eight hundred forty eight) shares of the Company, constituting about 92.75 % of the Company's share capital, giving the right to 82,412,848 (say: eighty two million four hundred twelve thousand eight hundred forty eight) votes at the General Meeting of the Company, constituting about 92.75 % of the total number of votes in the Company:
- directly 28.594.963 (say: twenty eight million five hundred ninety four thousand nine hundred sixty three) shares of the Company, constituting approximately 32,18 % of the share capital of the Company, giving the right to 28.594.963 (say: twenty eight million five hundred ninety four thousand nine hundred sixty three) votes at the General Meeting of the Company, constituting approximately 32,18 % of the total number of votes in the Company;
- indirectly - through EHT S.A. seated in Luxembourg being a 100 % subsidiary of the Shareholder, the Shareholder held 47,846,225 (say: forty seven million eight hundred forty six thousand two hundred twenty five) shares of the Company, constituting approx. 53.84% of the Company's share capital, giving the right to 47.846.225 (say: forty seven million eight hundred forty six thousand two hundred twenty five) votes at the Company's General Meeting, constituting approximately 53.84% of the total number of votes in the Company, and
- through J.W. Construction Holding S.A. with its registered office in Ząbki, being a subsidiary of a Shareholder, the Shareholder held 5.971.660 (say: five million nine hundred seventy one thousand six hundred sixty) shares of the Company, constituting approximately 6,72 % of the Company's share capital, giving the right to 5.971.660 (say: five million nine hundred seventy one thousand six hundred sixty) votes at the General Meeting of the Company, constituting approximately 6,72 % of the total number of votes in the Company.
By way of transactions carried out in the period from 2 January 2020 to the date of submitting this notice, the subsidiaries acquired a total of 1,061,769 (say: one million sixty-one thousand seven hundred sixty-nine) shares constituting approximately 1.19 % of the Company's share capital, giving the right to 1,061,769 (say: one million sixty-one thousand seven hundred sixtynine) votes at the Company's General Meeting of Shareholders, constituting approximately 1.19 % of the total number of votes in the Company.
The acquisition was made by:
- J.W. Construction Holding S.A. (subsidiary) within the framework of the conducted program of buy-back of own shares according to art. 5 MAR in the total number of 24.769 (say: twenty four thousand seven hundred sixty nine) shares constituting about 0,03 % of the Company's initial capital, giving the right to 24.769 (say: twenty four thousand seven hundred sixty nine) votes at the Company's General Meeting, constituting about 0,03 % of the total number of votes in the Company; and
- Wielopole 19/21 Spółka z o.o. with its registered office in Ząbki (subsidiary) - 1,037,000 (say: one million thirty-seven thousand) shares of the Company, constituting approx. 1.17 % of the Company's share capital, giving the right to 1,037,000 (say: one million thirty-seven thousand) votes at the General Meeting of the Company, constituting approx. 1.17 % of the total number of votes in the Company, acquisition took place:
- on 23 July 2020 677,000 (say: six hundred seventy seven thousand) shares of the Company, constituting about 0.76 % of the share capital of the Company, giving the right to 677,000 (say: six hundred seventy seven thousand) votes at the General Meeting of the Company, constituting about 0.76 % of the total number of votes in the Company; and
- on 11 September 2020 360,000 (say: three hundred and sixty thousand) shares of the Company, constituting about 0.41 % of the Company's share capital, giving the right to (say: three hundred and sixty thousand) votes at the General Meeting of the Company, constituting about 0.41 % of the total number of votes in the Company.
Currently, the Shareholder holds a total of 83,474,617 (say: eighty three million four hundred seventy four thousand six hundred seventeen) shares of the Company, constituting approximately 93.94% of the Company's share capital, giving the right to 83,474,617 (say: eighty three million four hundred seventy four thousand six hundred seventeen) votes at the General Meeting of the Company, constituting approximately 93.94% of the total number of votes in the Company, of which:
- directly 28.594.963 (say: twenty eight million five hundred ninety four thousand nine hundred sixty three) shares of the Company, constituting approximately 32,18 % of the share capital of the Company, giving the right to 28.594.963 (say: twenty eight million five hundred ninety four thousand nine hundred sixty three) votes at the General Meeting of the Company, constituting approximately 32,18 % of the total number of votes in the Company;
- indirectly - through EHT S.A. seated in Luxembourg being a 100 % subsidiary of a Shareholder, the Shareholder holds 47.846.225 (say: forty seven million eight hundred forty six thousand two hundred twenty five) shares of the Company, constituting approximately 53,84 % of the share capital of the Company, giving the right to 47.846.225 (say: forty seven million eight hundred forty six thousand two hundred twenty five) votes at the General Meeting of the Company, constituting approximately 53,84 % of the total number of votes in the Company. As at the day of submitting this Notification, EHT S.A. based in Luxembourg holds directly 47,846,225 (say: forty seven million eight hundred forty six thousand two hundred twenty five) shares of the Company, constituting approx. 53.84% of the Company's share capital, giving the right to 47,846,225 (say: forty seven million eight hundred forty six thousand two hundred twenty five) votes at the General Meeting of the Company, constituting approx. 53.84% of the total number of votes in the Company,
- indirectly - through Wielopole 19/21 Spółka z o.o. with its registered office in Ząbki, being a 100 % subsidiary of Shareholder, the Shareholder held 1,037,000 (say: one million thirty seven thousand) shares of the Company, constituting approximately 1.17 % of the Company's share capital, giving the right to 1,037,000 (say: one million thirty seven thousand) votes at the General Meeting of the Company, constituting approximately 1.17 % of the total number of votes in the Company; and
- through J.W. Construction Holding S.A. with its registered office in Ząbki, being a subsidiary of Shareholder, the Shareholder holds 5.996.429 (say: five million nine hundred ninety six thousand four hundred twenty nine) shares of the Company, constituting approximately 6,75 % of the Company's share capital, giving the right to 5.996.429 (say: five million nine hundred ninety six thousand four hundred twenty nine) votes at the Company's General Meeting, constituting approximately 6,75 % of the total number of votes in the Company.
The Shareholder declares that he is not a party to the agreements, the subject of which is to transfer the right to exercise the voting right in the Company to the persons mentioned in Art. 87 par. 1 of the Act on Public Offering.