Pursuantto Article 17 sections 1 and 4 of Regulation (EU) No. 596/2014 of theEuropean Parliament and of the Council of 16 April 2014 on market abuse(market abuse regulation) and repealing Directive 2003/6/EC of theEuropean Parliament and of the Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (the "MAR"), themanagement board of Echo Investment S.A. (the "Company")hereby publishes inside information the disclosure of which was delayedby the management board of the Company on 15 September 2016, underArticle 17 section 4 of MAR.
Accordingto the Company, immediate public disclosure would negatively affect theprocess of obtaining the corporate approvals of each party to theagreements concluded in connection with the Transaction and jeopardisethe correct assessment of the information by the public.
Insideinformation:
Themanagement board of the Company informs that on 15 September 2016, theCompany and its subsidiaries along with Echo Polska Properties N.V. ("EPP")and Fidelin Development sp. z o.o. sp. k. (the "Seller")executed several agreements regarding the conditional purchase of: (i)13 (thirteen) real properties located in the area of ul. Towarowa inWarsaw (the "Real Properties"); and (ii) the Towarowashopping centre situated on a part of the Real Properties (the "ShoppingCentre") by Projekt Echo - 138 sp. z o.o. sp. k. ("PE138SK") and the sale of shares in Projekt Echo - 138 sp. z o.o. ("PE138ZOO"), being the general partner of PE138 SK (the "Transaction").
TheTransaction involved the execution of the following agreements:
i.i.Thepreliminary conditional purchase agreement for the Real Propertiesexecuted by the Seller in favour of PE138 SK (the "PPA").
The PPAwill come into effect on the date on which the last of the followingconditions precedent has been satisfied: (i) EPP has obtained thecorporate approvals required in connection with the conclusion by EPP ofthe documents connected with the Transaction (in addition to the PPA);(ii) PE138 SK and the subsidiary of EPP have concluded a loan agreementwhereunder PE138 SK will dispose of funds in the amount of EUR 5,000,000to provide a guarantee deposit (kaucja gwarancyjna); and (iii)the Seller has delivered to PE138 SK a security instrument for theguarantee deposit (the "Security Instrument") along with ascan of a so-called capacity opinion regarding the guarantor of theSeller's liabilities arising under the PPA. The last day on which thePPA may come into effect is 30 September 2016.
Thepurchase price for the Real Properties was set at EUR 78,000,000,however, it may be increased up to EUR 120,000,000 in the case where therelevant conditions set out in the PPA have been satisfied (the "RealProperties Price"). Once the Seller has delivered the SecurityInstrument, PE138 SK will pay to the Seller EUR 5,000,000 by way of theguarantee deposit within one business day. The guarantee deposit will beapplied towards the Real Properties Price. The remainder of the RealProperties Price will be deposited in an escrow account.
Theexecution of the conditional purchase agreement and the payment of theReal Properties Price will be effected once the following conditionsprecedent have been satisfied: (i) the obtaining of the relevantantimonopoly consent referred to in the SPA; (ii) the obtaining of therelevant tax ruling; (iii) the establishment of the security interestfor the payment as referred to in the agreement; (iv) the obtaining of astatement regarding the repayment as referred to in the agreement; and(v) the obtaining of a commitment to provide insurance for the title tothe Real Properties as referred to in the agreement.
Inaddition, the condition precedent for the execution of the finalagreement is the non-exercise or waiver by the Capital City of Warsaw ofits right of first refusal in respect of the Real Properties subject tosuch right within the statutory time-limit
ii.ii.Aconditional share purchase agreement for 70 shares in PE138 ZOOrepresenting 70% of the share capital of PE138 ZOO executed by theCompany in favour of EPP (the "SPA").
Under theSPA, the parties agreed that the sole general partner of PE138 SK wouldcontinue to be PE138 ZOO, whereas the following entities would remainthe limited partners: (i) SPV Development SCSp, a subsidiary of theCompany (the "Company's LP"); and (ii) SPV Retail - 1SCSp,SPV Retail - 2SCSp, SPV Retail - 3 SCSp, SPV Retail - 4 SCSp, SPV Retail - 5 SCSp -subsidiaries of EPP ("EPP's LPs"). Pursuant to theSPA, the contribution of the Company's LP will amount to EUR 36,000,000,whereas the aggregate contribution of EPP's LPs will amount to EUR42,000,000.
Theprofit of PE138 SK will be distributed as follows: (i) 0.01% to PE138ZOO; (ii) 45.995% to the Company's LP; and (iii) 53.995% to EPP's LPs.In the event that the Purchaser has made all of the payments in respectof the Real Properties Price, the profit of PE138 SK will be distributedas follows: (i) 0.01% to PE138 ZOO; (ii) 29.995% to the Company's LP;and (iii) 69.995% to EPP's LPs.
Thepurchase price for 70 shares in PE138 ZOO was set at PLN 3,500 (the "SharePrice"). The execution of a final share purchase agreement for theshares in PE138 ZOO and the payment of the Share Price will be effectedonce the following conditions precedent have been satisfied: (i) theobtaining of the relevant antimonopoly consent; and (ii) theestablishment of the date on which the conditional purchase agreementfor the Real Properties will be executed.
Furthermore,within the framework of the Transaction, the Company or its subsidiariesconcluded: (i) a shareholders' agreement with the following partiesthereto - the Company, EPP, PE138 ZOO and PE138 SK providing for, amongother things, the corporate governance rules of PE138 ZOO and PE138 SK;(ii) a development management agreement concluded by and between theCompany and PE138 SK; and (iii) a property management agreementconcluded by and between PE138 SK and EPP Property Management - MinsterInvestments sp. z o.o. - sp. k.