investor relations
Report concerns:
Purchasing of financial assets
Report’s text:
Acting on the basis of § 5 sect. 1 point 1 in relation to § 2 section 5 of Minister of Finances resolution dated on October 19th 2005 concerning the valid and periodic information conveyed by issuers of securities (Dz. U. dated on 2005, No. 209, poz. 1774) (“Decree”) J.W. Construction Holding S.A. with headquarters in Ząbki (“Company”) informs that on December 7th 2007 the Company purchased shares in the initial capital of the limited liability company of Russian legal regulation under firm „Ośrodek Wypoczynkowy „Ogoniok” with headquarters in Soczi, Russian Federation (“Purchased Company”), and this share is 70% of the initial capital of the Purchased Company and grants rights to 70% of total votes number at the Partners’ Assembly of the Purchased Company (“Share”). The Share is of nominal value of 7.350.000 (seven million three hundred fifty thousand) RUB, what, after it has been converted into PLN according to average exchange rate revealed by National Bank of Poland is 735.735 (seven hundred thirty five thousand seven hundred thirty five) PLN. Before the Share has been purchased neither the Company nor dependable entities had had in the initial capital or general number of votes at the Purchased Company's Partners’ assembly any other shares. According to the Company’s knowledge, previous, essential subject of the Purchased Company there was hotel service providing.
The purchase of the Share was made on the basis of sale agreement of effective meaning dated on December 2007 between the Company and a natural person being a citizen of Russian Federation (“Natural Person”) who has had so far 100% share in the initial capital and general number of votes at the Partner’s Assembly. Determined in the agreement gross price on the grounds of purchasing by the Company the Share was 4.000.000 (four million) USD, what after conversion according to average exchange rate issued by the National Bank of Poland decided on December 7th 2007 is 9.834.000 (nine million eight hundred thirty four thousand) PLN.
The purchased Company owns a property in the territory of Soczi of area 47.802 sq. m. on which it intends to complete construction of 9 housing buildings together with sport part and commercial-service one, including about 1.000 apartments. In the agreement of the Share Purchase there was included a preliminary declaration of granting by the Company for the benefit of the Purchased Company a loan in amount of 12.000.000 (twelve million) USD, what, after conversion made according to average exchange rate issued by the National Bank of Poland on December 7th 2007 is 29.502.000 (twenty nine million five hundred and two thousand) PLN and this loan shall be utilized in order to execute the above mentioned investment.
The Share was purchased from own assets of the Company is a long-term investment. The Share in Company’s accounting books shall be entered with price of its purchase. Due to mediation of the Purchased Company, the Company intends to make investments in the territory of Soczi. Between the Company and Members of its Managing Board as well as Supervision Board and the Natural Person there don’t exist any formal type relations other, that those concerning the investment in the territory of the Russian Federation, in these, the investment in the Purchased Company.
About the fact of signing by the Company and the Natural Person an intention letter including, especially, plans of this business execution, the Company informed in the valid report no. 53/2007 dated on October 30th 2007.
Basis to recognize the Share (being of status of financial assets) to be assets of significant value there is a fact, that the Share makes more than 20% of the initial capital of the Purchased Company, meeting the criteria determined in § 2 section 5 of Resolution.