Acting pursuant to section 56.1.1 of the Act on Public Offering and Conditions Governing the Introduction of Financial Instruments to Organized Trading and Public Companies of 29 July 2005 (Journal of Laws2005 r., No 184, item 1539,as amended) J.W. Construction Holding S.A. with its seat in Ząbki("the Company") announces, that on May 22, 2010 the Company entered into a Joint Venture agreement ( "the Agreement") with STAR (AP) ENTERPRISES LIMITED, a company established and operating under the laws of Cyprus, with its registered office in Nicosia andWINGS PROPERTIES Sp. z o.o., a limited liability companyestablished and operating under the laws of Poland, with its registered office in Wrocław.
The agreement relates to cooperation in implementation the investment located in Wrocław, at Podwale Street No. 82-91 consisting of building a hotel-apartment complex with its accompanying infrastructure ("the Investment"). In the scope of this Investment, a 5 star hotel managed by Hilton is supposed to be built. The parties agreed the following principles of cooperation: The Company will acquire 50% of the shares entitling to 50% of the votes at the general meeting of the company under the name Wings Properties Sp. z o.o (the entity carrying out the Investment) fromSTAR (AP) ENTERPRISES LIMITED, the Company will finance part of its own contribution of a project that is estimated at more than PLN 330,000,000net which is requiredfor the Investment of up to 22,000,000 euros. The amount of 2,000,000 million euros will be transferred to the escrow account, the remaining amount will be forRed Wings Properties Ltd. after obtaining external funding 60% of the value of the works, after obtaining external funding by Wings Properties Ltd., the money will be launchedas works progress.
The entity designated by the Company will act as the General Coordinator includingthe general contracting and coordination of investment works of the entire investment process. In pursuance of the Agreement, there will be concluded further agreements, whose subject will bethe implementation of the Investment, in particularloan agreements as aresult of which the Company will provide the financing for Wings Properties Ltd.that are mentioned above, and a subsidiary of the Company will conclude an agreement for the General Coordination in the meaning as described above, whose value may exceed 10% of the Company's equity. The agreement was concluded under the following suspensive conditions:
1/ STAR (AP) ENTERPRISES LIMITED will obtain permission from Raiffeisen Bank S.A. fordisposal of 50% of shares in the company Wings Properties Ltd. in the benefit of the Company
2 / Wings Properties Ltd. will obtain permission from Hilton Manage LLC to join the Company as a partner for Wings Properties Ltd.
3/ The Company will provide the conclusion of the agreement for the amount ofEUR 2,000,000 forWings Properties a limited liability company, in the scope of loans to the amount of EUR 22.000.0000 euro. The financial resources from this agreement will be transferred to the escrow. The fulfilment of the conditions should take place within 60 days since signing the Agreement.