With reference to current report No. 7/2016 of 1March 2016, the management board of Echo Investment S.A. (the "Issuer")hereby announces that on 1 June 2016 the Issuer and the Issuer'ssubsidiary, i.e. Echo Prime Properties B.V. (the "Company"),and Redefine Properties Limited, with its registered office in Rosebank,the Republic of South Africa, ("Redefine") concluded anannex to the share purchase and subscription agreement regarding sharesin the Company which was executed on 1 March 2016 (the "Agreement").
Under the annex to the Agreement the parties, interalia, agreed a final content of the conditions precedent to theAgreement and confirmed that all of the conditions precedent to theAgreement, i.e. the obtaining of the consent of the European Commission,the completion of restructuring (comprising, inter alia, the transfer tothe Company of all of the shares in the companies which are theshareholders of the entities which own or are the perpetualusufructuaries of the real properties covered by the transaction), theobtaining of the consents required under relevant agreements for thetransactions resulting from the Agreement and the execution by theCompany of certain agreements indicated in the Agreement, have beensatisfied.
Moreover, the management board of the Issuer herebyannounces that on 1 June 2016 the Issuer sold 116,188,135 shares with anominal value of EUR 1 each in the Company, representing 54.8% of theshare capital and 54.8% of the total number of votes in the Company(before the subscription for new shares in the Company by Redefine) (the"Sold Shares") to Redefine.
The sale of the Sold Shares took place in performanceof the Agreement (the information concerning the Agreement was disclosedby the Issuer in current report No. 7/2016).
The price for the Sold Shares paid by Redefine to theIssuer was EUR 124.8 million and was paid in cash. The above-mentionedamount will be adjusted by the actual net debt and the working capitalpursuant to the Agreement. The book value of the Sold Shares in theIssuer's books as at 31 March 2016 was PLN 509,5 million. There are norelationships between the Issuer and the individuals that manage andsupervise the Issuer on the one side and Redefine on the other.
Furthermore, pursuant to the Agreement and certainother agreements connected with the transaction, Redefine subscribed fora total of 194,987,826 new shares in the Company in exchange for whichthe total amount of EUR 260,7 million was paid, and the Issuersubscribed for a total of 7,923,052 new shares in the Company inexchange for which the total amount of EUR 7,9 million was paid (jointlythe "New Shares"). The number of the Sold Shares and theNew Shares was determined in the following manner: Redefine will hold311,175,961 shares with a nominal value of EUR 1 each, i.e. 75% plus oneshare in the share capital and the total number of votes in the Company,and the Issuer will hold 103,725,319 shares with a nominal value of EUR1 each, i.e. 25% minus one share in the share capital and the totalnumber of votes in the Company (taking into account the increase of theshare capital resulting from issuance of the New Shares). The shares inthe Company held by the Issuer represent a long-term capital investmentof the Issuer.
Moreover, the amount of EUR 9,775,000 will bereleased (by way of a preferred dividend distribution) by the Company tothe Issuer from the escrow account.
Furthermore, in the course of the transactions,certain other agreements were concluded (information on those agreementswas also disclosed by the Issuer in current report No. 7/2016),including a shareholders agreement concerning the Company concludedbetween the Issuer, Redefine and the Company (the "ShareholdersAgreement") regulating the cooperation between the Issuer andRedefine with respect to the Company, advisory agreements, agreementsconcerning a right of first offer (the "RFO"), an agreementon the management of the real estate development process, agreements onthe extension of the Galaxy and Outlet Park properties based on whichagreements the Issuer (as the developer) will implement such projects,agreements based on which the Issuer's subsidiary is to manage theproperties affected by the transaction, and other agreements anddocuments.The Sold Shares were considereda significant asset because their value exceeds 10% of the Issuer'sequity.