Amusement Theme Park in Poland

A leisure and amusement theme park is set to be built in Poland backed by the government. The land is already acquired and 300 employees are hired and working on the project. The Company's total financing needs amount to approx. PLN 2,029m in equity and debt financing.

The park (AWW) is planned to offer a unique leisure proposition – multi leisure destination entertainment.

AWW will be located on the area of 240 ha in Grodzisk Mazowiecki, 30 minutes of driving from the Warsaw city centre (A2 Highway) with an estimated number of almost 20 million people living in the 4 hour drive time catchment area.

• AWW is planned to offer a unique mix of Outdoor Theme Park with Winter Zone, Water Park and Entertainment Village all in one place State-of-the-art outdoor and indoor AWW equipment
• AWW is to be equipped with brand new attractions
- One of the water park attractions – a water slide „Topsy Turvy„ – won IAAPAs Best New Product Award in 2010
- One of the outdoor park attractions is „Mine train‟ – a famous rollercoaster, one of the biggest attractions in Disneyland in Paris An atractive AWW location near Warsaw
• AWW is planned to be located in Poland – the biggest country in CEE region (38 m of citizens)
• AWW will be located in the centre of Poland (close distance from Warsaw), with an estimated number of 2.7m people living in 1h catchment area and 10m in 3h catchment area
• Since there is no such multi leisure entertainment offer in Eastern Europe, there is an opportunity of inbound tourism from this region Highly experienced AWW management team
• AWW management team members will be assisted by advisors with broad experience gained in the biggest theme parks in US and The Netherlands
• Cooperation with experienced contractors/advisors with track record will ensure smooth development of the AWW
• Vekoma and Jora Vision – a leading attractions manufacturer and a Park‟s leading designer have both a well documented track record of cooperation with the biggest theme parks in Europe e.g. Disneyland Park in Paris, Compagnie des Alpes or Walibi World Future expansion plans include a second phase with additional hotels, areas of theme park and in Entertainment Village

In 2015, being the first year full year of AWW operations, the Company plans to generate revenues of PLN 486m and earn EBITDA of PLN 282m.

A detailed information memorandum prepared by our corporate adviser Deloitte is to be provided upon request.

First-mover advantage:
AWW attempts to benefit from the first mover advantage in offering multi leisure entertainment.

Location advantages:
AWW will be located in Poland which is bordering with 7 countries with around 156 million of population.
Thanks to its location close to Warsaw, will benefit from many developments in road and railway infrastructure.

Combination of several attractions at the same place is to attract more customers, allow cross selling and ensure success of the park.

Market analysis:
• AWW is to be the first player on the market offering multi leisure entertainment (first mover advantage)
• An overview of the European amusement parks market shows that there is still a place for a new player in Poland. In Poland the attendance rate (in amusement parks annually) per 100 citizens is 1 compared to 36 - WE average
• Currently (August 2011) there was no offer of multi leisure mix of Outdoor Theme Park with Winter Zone, Water Park and Entertainment Village available on the Polish market yet and hence no direct competition on addressable Warsaw market (as far as multi leisure entertainment offering is concerned)
• AWW will mainly compete with indirect competitors such as Water Parks and Indoor Family Entertainment Centres and hotels:
- Outdoor Theme Park market – the indirect competition analysis shows that there is only one amusement park which may be treated as a competitor for AWW – Park in Łódź – however, it is 2 hour driving time from Warsaw and has heavily out-dated equipment
- Water Parks market – in Warsaw area there are two water parks which may be treated as competitors for AWW: Wodny Park in Warsaw and Aquapark Fala in Łódź
- Family Entertainment Centres – lately indoor family entertainment centres in Poland have been gaining popularity thanks to shopping malls development especially in big cities such as Warsaw. Catchment area for indoor entertainment seems to be relatively small and limited to a respective city with its suburbs. The market in Warsaw area is rather competitive. AWW will compete with a number of players most of which are entertainment centres in shopping malls such as Fantasy Park or Hokus Pokus
- Hotels – there are no destination hotels in Warsaw area, the closest one is located in Mikolajki (3.5h drive), but AWW hotels may have to compete with other, small hotels in the area for AWW visitors The Leisure&Recreation (L&R) market in Poland is stable
• The total L&R market size in 2011 is estimated to be around EUR 15.4 bn of which the L&R services market is worth EUR 7.6 bn (including Water Park, Theme Park and the vast majority of Entertainment Village markets)
• The L&R market is forecast to grow at a CAGR (2010-2020) of 2.6%. The s ervices segment expected to outperform the market – the growth is forecast to be 4.1% (CAGR 2010-2020)
• The L&R market growth is mainly associated with the increase of PDI and consumer expenditure on leisure & recreation in Poland. It is also expected to benefit from cultural shifts connected to lifestyle of young people and popularity of weekend brakes
• Both GDP per capita and PDI in Poland is forecast to grow significantly in future years at a CAGR 6.3% and 6.7% respectively over the next 5 years
• Consumer expenditure on L&R in Poland is forecast to grow at a CAGR of 2.4% over the next 10 years. Spending on L&R services (AWW addressable market) is forecast to grow faster at a CAGR of 3.8% over the next 10 years

Total Project capital expenditure is estimated at PLN 2,009m, including cost of general contractor (PLN 75m), unexpected provisions (PLN 102m), start up costs and preliminary costs (PLN 180m). The Management prepared the Project budget with assistance from architects and technical advisors (AGS Architekten, Tebodin and Imtech). Details are presented on page 107. The initial financing structure for the Project foresees 40% of equity and 60% of senior debt.

The total Project capital expenditure planned for 2011-2014 (PLN 2,009m) and other Project financing needs (PLN 20m) are planned to be financed through equity contributions (PLN 812m) and senior debt facility (PLN 1,217m) (the “Senior Debt”).

In addition, the Company seeks to raise up to PLN 30m VAT loan to finance VAT receivables during the construction period. VAT loan of PLN 30m includes a PLN 10m buffer in case the capital expenditure is incurred in peaks rather than evenly during the construction period.