Conclusionof a preliminary purchase agreement concerning enterprise of asubsidiary of Echo Investment S.A., including land in Wrocław on whichthe development of Sagittarius Business House project is carried out
TheManagement Board of Echo Investment S.A. (the "Company")hereby informs that on 20 July 2017, the subsidiary of Echo InvestmentS.A., i.e. Sagittarius - Projekt Echo - 113 spółka z ograniczonąodpowiedzialnością spółka komandytowa with its registered office inKielce, as the seller (the "Seller"), and a fund operatingunder the name "W-HIH Immo Invest", as the buyer (the "Buyer";the Buyer and the Seller will hereinafter jointly be referred to as the "Parties")represented by Warburg-HIH Invest Real Estate GmbH with its registeredoffice in Germany, entered into a preliminary purchase agreementconcerning the Seller's enterprise (the "PreliminaryAgreement") (the "Transaction")
Inconnection with the Transaction:
(I)theCompany granted the Buyer a guarantee for up to EUR 5,000,000 concerningthe performance of the Seller's obligations under the PreliminaryAgreement, including the conclusion of the final purchase agreementconcerning the Seller's enterprise (the "Enterprise")(the "Final Agreement"); and
(II)theGerman Pension Fund related with the Buyer granted the Seller aguarantee concerning the performance of the Buyer's obligations underthe Preliminary Agreement, including the conclusion of the FinalAgreement and payment of the priceSubjectof the Transaction
TheParties agreed that the Buyer will purchase the Enterprise which willinclude and/or will include in particular:
(I)theright of perpetual usufruct of the land located in Wrocław at Sucha andBorowska streets (the "Land"), the right of ownership ofthe office and retail building being under construction located on theLand (the "Building") and known as the Sagittarius BusinessHouse (the "Sagittarius Project") and structures related tothe Land;
(II)theright of ownership right to relevant movables;
(III)therights and obligations stemming from the property management agreement;
(IV)therights and obligations stemming from key agreements (includingreceivables) concluded by the Seller;
(V)thecopyrights to the construction designs concerning the SagittariusProject;
(VI)theintellectual property rights and the associated obligations (includingrights to internet domain and the Sagittarius logo);ConditionsPrecedent
TheFinal Agreement will be concluded if the following conditions precedent("Conditions Precedent") will be satisfied:
(I)finaltax ruling concerning the Transaction has been obtained;
(II)geodeticdivision of plots regarding separation of the Land has been completed;
(III)theconstruction of the Building and other construction works specified inthe Preliminary Agreement will be finished;
(IV)afinal occupancy permit for the Building has been issued;
(V)noneof the key agreements concluded by the Seller have been amended (savefor the exceptions specified in the Preliminary Agreement), terminatedor rescinded, unless agreed to by the Seller and the Buyer;
(VI)noneof the key contractors of the Seller have notified that concluded keyagreement is void or that it does not intend to perform it or that it isentitled to a monetary claim for damages under a contract or tortagainst the Seller;
(VII)tenantstaking over premises and parking spaces in the Building that representat least 60% of the leasable area in the Building
(VIII)obligations,specified in the Preliminary Agreement, have been performed by keycontractors based on the key agreements and the corresponding Seller'srights will be transferrable to the Buyer;
(IX)completionof redesign of specified parts of the public roads;
(X)thepre-emption right in favour of the Municipality of Wrocław, which shouldnot apply to the Land, has been deleted from the land and mortgageregister;
(XI)approvalfor the separation of the Land from the land and mortgage register hasbeen received (if needed);
(XII)theBuyer and Seller have received insurance policies (or relevant bindingoffer) required for the purposes of the Transaction.
Theparties intend to conclude the Final Agreement once all of theConditions Precedent are fulfilled or waived by the relevant Party ("Closing")by 30 November 2018, however, the Closing date may be postponed until 31January 2019 (the "Final Date"). Save for exceptionsspecified in the Preliminary Agreement, the Preliminary Agreement willexpire after the Final Date at the latest.
Price
The saleprice of the Enterprise was established as follows: (i) the quotient ofNOI (i.e. the difference between the operating income and not deductibleoperating costs) of the Enterprise and capitalised rate at the level of6.175%. The estimated price will amount to approx. EUR 65,000,000. Theprice will be payable at Closing. Whereas the price after the priceincrease, which will take place in case tenants will take over premisesand parking spaces in the Building that represent at least 80% of theleasable area in the Building, the total sale price of the Enterprisewill approx. amount to EUR 73,000,000. It must be underlined that theprice payable at Closing and price after price increase will bedecreased by,inter alia, value of "rent-free periods" and "rentreductions" and costs of fit-out works. Consequently, the price payableat Closing and price after price increase will approx. amount to EUR56.000.000andEUR 63,000,000 respectively.
Theprice may be decreased at Closing due to retained amounts relating tothe Building defects notified by the Buyer during technical inspectionsof the Building and due to delay in delivering of post-constructiondocumentation related to the Building.
At thesame time the fit-out agreement relating to the Building (the "Fit-OutAgreement") stipulates remuneration for the Seller to be paid by theBuyer for the execution of the finishing work after the conclusion ofthe Final Agreement in the rooms in the Building which are earmarked forlease and will not have been leased on the day of conclusion of theFinal Agreement or will have been leased but the finishing work will notbe completed. The remuneration will approx. amount to EUR 6,414,606+VAT, i.e. to EUR 450 + VAT for each square metre of the area finishedby the Seller and it is to be paid after the fulfilment of theconditions specified in the Fit-Out Agreement.
Theabove values are estimates as of the conclusion of the PreliminaryAgreement and the final values will be known and provided once theTransaction will be completed
Otherinformation concerning the Transaction
Forbreach of the Preliminary Agreement, the Parties have stipulated acontractual penalty, among other things, for failure by the Seller toobtain a BREEAM certificate for the Building in the amount of EUR420,000. However, the Buyer may seek damages in excess of thecontractual penalty
TheBuyer and the Seller may rescind the Preliminary Agreement in the casesset forth in the Preliminary Agreement, if the provisions stipulatedtherein are not fulfilled.
AtClosing or shortly after fulfilment of the Conditions Precedent, theParties will sign, in addition to the Final Agreement, among otherthings:
(I)theFit-Out Agreement;
(II)aquality guarantee agreement;
(III)aconstruction guarantee agreement; and
(IV)arental guarantee agreement, if required.
Furthermore,the Company will grant the Buyer a surety, inter alia, concerning all ofthe Seller's obligations under the Final Agreement, Fit-Out Agreement,the rental guarantee agreement (if concluded), the quality guaranteeagreement for the Building. Moreover, the German Pension Fund relatedwith the Buyer will grant the Seller a surety concerning all of theobligations under the Final Agreement concerning payment of the priceincrease and payment of VAT in connection with the Seller's compensationunder the Fit-Out Agreement
Legalbasis: Article 17 paragraph 1 of MAR - inside information