Current report of J.W. Construction Holding S.A. Number 16/2011
Legal basis: Article 56.1.(2) of the Act on Public Offering - current and periodic information
Acting pursuant to §5.1.3 and 7 of the Ordinance of the Minister of Finance of 19 February 2009 on current and periodic information released by of issuers of securities and conditions for recognising information required under regulations of a non-member state as equivalent (Journal of Laws of 2009, No.33, Item 259), (the "Ordinance") J.W. Construction Holding S.A with its seat in Ząbki (the "Company") announces that on 23 June 2011, concluded an agreement in which the Company granted the guarantee to Klosters Beteligungsgesellschaft mbH, with its seat in Kempen in respect of the sale agreement for the benefit of the aforesaid entity by Sezam II Closed Investment Fund and J.W. Consulting Sp. z.o.o J.W. 5 -Partnership limited by shares - with its seat in Warsaw (the "Seller") of shares representing 100% of the share capital of the company operating under the name J.W Agro Ltd. with its seat in Nowogard ("JWA"). The company ensured that all statements submitted by the sellers in the sale agreement are true and correct and do not mislead in any significant scope that is covered by them, while ensuring fulfilment of obligations of the Sellers which result from the agreement. The buyer, in case of untrue and incomplete data, or if the assurance provided is misleading in a significant way about the condition of JWA or purchased shares, has the right to demand the restoration which would have occurred if the assurance was consistent with the truth, to pay an amount of money required to bring the state to a consistent one with the provision of the agreement, or to demand a reduction in selling price. The value of the share purchase agreement exceeds 10% of the equity of the Company and amounts to PLN 57 million.
The buyer is entitled to file a claim on the Sellers in case of assurances on public law liabilities within 10 years, and the rest within 2 years from the date of the contract.
The company was the founder and original owner of JWA. The guarantee was provided without remuneration.
Between the Company and the Sellers, there are personal ties in the person of Mr. Józef Wojciechowski, who is the Chairman of the Supervisory Board and the parent entity in relation to the Company and the managing person in one of the sellers and the parent entity in relation to the other seller.