Given our long track record of business activity and a strong position in the local market, the Management Board opted for corporate restructuring (albeit more time-consuming), rather than to establish a new business entity.
The restructured Company will continue the operations, keep in force the performance bonds for building contracts delivered to date as well as take over the obligations, references, leasing agreements and the existing customer base of WW GAZ - Weichonig Sp.j.
Development plans
Business strategy of WW GAZ - WEICHONIG Sp. j. for the upcoming period:
1.To restructure the existing business entity into a joint stock company (Geobudowa). This process is underway and Geobudowa will become operative on 01.05.2010.
2.To strengthen the company’s market position:
- construction of gas transmission steel pipelines
- construction of water supply systems
- construction of telecom and IT networks
- demolition of buildings
- trenchless technologies
3.To introduce new services into our offer:
- construction of sewage systems
- construction biogas recovery systems
- road construction- distribution of building materials (aggregate, sand, debris)
- construction of wind farms
4.To develop a new organisational structure:
- gas transmission system department
- water supply and sewage system department
- transportation department
- aggregate, sand and earth distribution department
- renewable energy department
- road construction department
5.To expand our business nationwide.
6.To reorganise the ISO – 9001 system so that it complies with the new organisational structure of the company.
7.To acquire strategic investors, IPO on the New Connect market (part of the WSE).
8.To purchase the HDD equipment (trenchless technologies), crushers and Compact Pipe renovation tools.
Cooperation
Many good references and the base of loyal customers (see below) are the best proof of the quality of our services:
H-GAZ
MARPOL
PGNiG
HEDESELSKABET
ZIEL-GAZ
GAMRAT
BUDOSTAL 5
BUDIMEX
BILFINGER BERGER
With our corporate mission in mind, we are using best efforts to provide top-notch service to our partners and upgrade our machinery stock (new equipment and technologies).
We are interested in cooperation with companies from the following sectors: mining and distribution (natural gas and petroleum), road construction, demolition, sewage and water supply systems, production of renewable energy (wind farms, bio-fuels, geothermal solutions). We are also eager to partner with construction equipment manufacturers and companies with a similar business profile, under agency agreements.
National Court Register
no.: 93450,
NIP [taxpayer’s identification
no.]: 679-002-66-51,
REGON [entity’s statistical
no.]: 351021154
ISO 9001 : 2008,
Registration no. 12
100 28173 TMS
WW GAZ - Weichönig
Spółka Jawna [registered partnership]
ul. Krochmalniki 12a,
30-428 Kraków www.geobudowa.pl
Introduction
This memorandum is
to take a closer look at the situation of WW GAZ-Weichönig Sp.J., which
for many years have been one of the major players on the market of gas
networks in southern Poland. After many years of business activity
as registered partnership, the Management Board decided that it was
necessary to convert the business it into a capital company. Nonetheless,
bearing in mind the ambitious development plans, it was decided that
the company would be converted into a joint-stock company (in contrast
to the general trend) instead of a limited liability partnership.
History
The history of WW Gaz
– Weichönig dates back to 1975, when a gas installation plant
was created. Since 2001, the company operated as registered partnership;
in this period the company developed its current position on the market
of construction of gas networks. Since the very beginning of the company’s
existence, the company was closely related to PGNiG (Polskie Górnictwo
Nafty i Gazu), and more precisely with the gas distribution network
operator in southern and eastern Poland – Karpacka Spółka Gazownictwa
Sp. z o.o. WW Gaz is a recognized construction company in the field
of steel and PE (polyethylene) gas networks.
Company’s achievements
Since the beginning,
WW Gaz constructed hundreds of kilometres of gas networks, primarily
medium and low pressure networks. Low pressure networks are mostly made
of steel, whereas medium pressure networks are nearly always made of
PE. The Company has the experience and equipment necessary for constructing
gas pipelines of almost all common diameters – from 15 mm for
steel and from 25 mm to approximately 500 mm for PE networks. Apart
from repairs of distribution networks and building new pipelines, the
company is engaged in connecting new customers to the existing gas networks.
From the beginning of the Company’s activity, thousands of individual
clients were connected (at present the company executes works under
comprehensive service connection contracts in the Commune of Skawina
near Cracow) and numerous industrial plants (e.g. MAN plant in Niepołomice,
which was connected to the gas network in 2007) were connected to gas
networks by the Company.
WW Gaz did and still
does execute works in any conditions, including in dense urban networks
as well as outside urban areas. The project of repair of gas network
under the Main Market Square in Cracow in 2005 demanded high precision
and wide experience. Another complex project was the replacement 500
mm steel gas pipeline in the historic Dajwór street in the District
of Kazimierz in Cracow. These works were for the first time performed
using innovative Compact Pipe technology, which involved introduction
of a compressed PE pipe into the old pipeline and expanding it with
steam. The contract for this work, where WW Gaz acted as the main contractor,
was worth over gross one million PLN, being the most expensive project
in the Company’s history.
The company undertakes
continuous efforts to expand territorial and technological scope of
its activity. That is why the company took up the works outside Cracow,
among other things Wawel factory in Dobrzyce was connected to the network
(2006; contract value net 242 000 PLN), the aforementioned assembly
plant in Niepołomice (2007; including additional works, the contract
was worth several thousand PLN), fire watchtower in Balice airport (2008/2009;
contract worth over 100 000 PLN), gas distribution network in Nowy Targ
(2009; contract worth net 459 000 PLN). In order to maintain constant
development, the company recognizes the need to procure clients from
outside the gasworks industry. In 2008, the company started on-going
cooperation with Hedeselskabet Sp. z o.o – a Company with Danish capital,
whose main field of activity are alternative energy sources. Within
the framework of this cooperation, WW Gaz constructed a biogas pipeline
at the communal waste landfill in Sosnowiec. Despite hard and very specific
conditions, WW Gaz perfectly met the expectations of the Danish company,
which resulted in award of another contract. This time it was a subsequent
stage of constructing a gas network at the largest waste landfill in
Poland, located in Łubna near Warsaw. The works performed last year
were valued for over half a million PLN. Apart from future prospects
for constructing gas networks at waste landfills, the Cooperation with
Hedeselskabet allowed WW Gaz to gain extensive experience in the field
of renewable resources and biofuels.
At the end of 2009,
WW Gaz started first in its entire history independent construction
of water supply systems. The equipment resources and know-how possessed
by workers enabled to commence this type of works, nevertheless, due
to lack of references in this field from employers, the company found
it difficult to participate in any tenders. At present, the company
is completing the construction of its second water supply system for
the Commune of Nowy Wiśnicz; after the completion and obtaining references
evidencing proper performance of works, WW Gaz will be able to persist
in becoming a fully qualified and experienced contractor for water supply
systems.
The idea of diversification
of the service offered by the company encompasses not only water supply
systems. Another field that WW Gaz intends to engage in are sewerage
and drainage systems, including the construction of household wastewater
treatment facilities. Other types of works the company intends to embark
on include demolishing (several activities of this type have been done
so far e.g. demolishing works in Ruczaj in Cracow performed for BUMA)
or excavation and transportation works (a lot of works performed with
excavators and mini excavators and our own trucks were performed hitherto).
Procurement of various
contractors was another great achievement – earlier the majority
of works was contracted by KSG; in the recent years, the share of revenues
from works performed for this client dropped to almost 50% of all revenue.
This allowed the company to avoid the impact of the crisis and the period
when Karpacka Spółka Gazownictwa did not spend new funds for projects.
In the recent years, when the Company witnessed the increasing share
of revenues from new fields of activity, the company recorded an average
annual turnover between 2,000,000 and 3,000,000 PLN. This example illustrates
the large value of the company and its contracts. It is estimated that
within two years these values may double. Nonetheless, taking into consideration
the Company’s present obligations, the Company finds it hard to finance
its development on its own.
Conversion into a
joint-stock company
Bearing in mind the
necessity of Company’s development, undertaking activity in the new
fields, upgrade of equipment and staff training, the Management Board
decided to change the present legal organization of the Company. After
nearly 10 years of activity as a registered partnership, WW Gaz will
be converted into a capital company. Nevertheless, taking into consideration
our ambitious long-term objective as well as the necessity to raise
capital to achieve them, it was decided that the business would be converted
into a joint-stock company (in contrast to the general trend) instead
of a limited liability partnership. This decision resulted in commencing
the on-going conversion process comprising the company valuation and
preparation to conversion into a joint-stock company. It is anticipated
that the entire process will be accomplished with an entry into the
National Court Register within two months.
Offer
The conversion is intended
to facilitate trading in shares (stocks) of the Company i.e. raising
of the capital. The plans assume the sale of up to 70 % of shares owned
by the existing shareholders to the investors interested in the company’s
development and thus earning profits in the several on-coming years.
The company intends to assign the procured funds to purchase of equipment,
professional staff training or securing know-how by acquisition of smaller
undertakings. Another planned step is the Company’s admission to New
Connect Market – an alternative exchange designed for small and
medium enterprises.
Nonetheless, bearing
in mind the fact that the subscription offer of the transformed company
will only be available to investors after completion of the conversion
process, the Management Board elaborate an offer for the investor facilitating
subscription of shares in the existing registered partnership. The shares
subscribed at the registered partnership at this moment will be transposed
to the joint-stock company in the form of shares, which is to smooth
trading them to investors. Channelling of the capital to the company
is targeted at boosting its competitiveness and thus increasing turnover
and profits in the on-coming years. It is assumed that the price of
shares will increase thus allowing their owners to resell the at the
price higher than the purchase price.
The Management Board
compiled an offer for subscription of a certain portion of shares in
the registered company, estimating the value of the Company at PLN 3,000,000
and thus putting forward 10 % of shares for the price of PLN 300,000.
The maximum number of shares available for subscription at this stage
amounts to 30 %. The acquisition of shares will be effected by way of
sale of the entirety of rights and obligations by the present majority
shareholder Łukasz Weichönig and entering of a new shareholder in
the National Court Register.
Since the Company looks
forward to a mutual benefit, the details of the transaction are subject
to negotiations. The investment possibilities are varied and depend
on the investor’s expectations. The Company’s objective is clear
– to raise the capital for development prior to the planned conversion
into a joint-stock company.
WW GAZ - Weichönig
Spółka Jawna
ul. Krochmalniki 12a,
30-428 Kraków www.geobudowa.pl
