Subject:Publication of delayed inside informationregardingconclusion of the preliminary agreement for the sale ofthe real property in Warsaw that is in perpetual usufruct by asubsidiary of the Issuer
Legal basis: Acting pursuant to Art. 17.1 inconnection with Art. 17.4 of the 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 (MAR), in connection withthe publication of the current report no. 6/2021 dated 11 March 2021containing information on the conclusion by a subsidiary of EchoInvestment S.A. (Issuer) of the final agreement, the ManagementBoard of the Issuer hereby publishes the confidential information, thedisclosure of which has been delayed by the Issuer.
The delayed confidential information reads:
The Management Board of Echo Investment S.A. (Issuer)informs you that on 22 December 2020, a subsidiary of the Issuer, i.e.Dellia Investments - Projekt Echo - 115 spółka z ograniczonąodpowiedzialnością sp.k. with its registered office in Kielce, as theseller (Seller) and the German law company APAKGrundstücksgesellschaft mbH & Co KG, an entity managed by aninstitutional real estate manager, as the buyer (Buyer, with theBuyer and the Seller jointly referred to as theParties),concluded a preliminary agreement for the sale of a real propertylocated in Warsaw which is in perpetual usufruct by the Seller (PreliminaryAgreement).
Subject of the transaction
On the basis of the concluded Preliminary Agreement,the Parties agreed that the Buyer will purchase the Seller's realproperty and other assets, including in particular:
(a) theright of perpetual usufruct of the plots of land bearing registrationnumbers 13/22 and 13/23 located in Warsaw at Grzybowska Street, theownership of the office and service building erected on this land, knownas the Villa Offices (Building), along with the structureserected on this land for which the District Court for Warszawa-Mokotówin Warsaw, 10th Land and Mortgage Register Division keeps the land andmortgage register no. WA4M/00466975/4;
(b) theownership of the specified movable property;
(c) therights and obligations under maintenance and service contracts.
The transaction does not include land, rights andobligations other than those related to the Villa Office building.
The Price
The value of the transaction (Transaction Value)at the conclusion of the Preliminary Agreement was EUR 86,670,000.
The amount to be paid on the date of the conclusionof the final agreement (Final Agreement) referred to in thePreliminary Agreement (Closing) at the Closing will be calculatedon the basis of the Transaction Value reduced, inter alia, by the valueof the rent-free periods, the partial value of capitalized rents onpremises not handed over to tenants, the value of arrangement works, andother costs. As a result, the price payable at Closing will be EUR70,710,000 plus VAT. After the space is handed over to all tenants ofthe Building, the price will be increased from the amount payable atClosing by approximately EUR 7,340,000 plus VAT.
In addition, at the Closing, as part of the amount ofthe Transaction Value, the Seller will receive a separate fee related tothe completion of arrangement works on the tenants' premises and therepair of defects in the total amount of EUR 4,600,000 plus VAT.
The given values of the Transaction are estimated asat the date of the Preliminary Agreement and the final values will beknown and will be provided in the event of implementation of theTransaction.
Conditions precedent
The Final Agreement will be concluded if theconditions precedent specified in the Preliminary Agreement (ConditionsPrecedent) are met. The Conditions Precedent include, but are notlimited to:
(a) obtaininga tax ruling regarding the Transaction;
(b) enteringinto a long-term lease agreement with an institutional tenant.
The Parties plan to conclude the Final Agreementafter the relevant Party fulfils or waives all Conditions Precedent on28 March 2021 (Longstop Date) at the latest.
Other information about the transaction
The Buyer and the Seller may rescind the PreliminaryAgreement in the cases specified in the Preliminary Agreement, relatedto failure to implement the provisions set out therein.
At the Closing or shortly after the fulfilment of theConditions Precedent, the Parties will sign, in addition to the FinalAgreement, inter alia also:
(a) aBuilding quality guarantee agreement;
(b) rentalguarantee agreements;
After the conclusion of the Preliminary Agreement,the Buyer will pay EUR 2,000,000 to an escrow account or to a notary'sdeposit to secure the payment by the Buyer of a contractual penalty inthe same amount that will be payable in the cases specified in thePreliminary Agreement.
Pursuant to Art. 17.4, third paragraph of the MAR,immediately after the publication of this report, the Issuer will informthe Polish Financial Supervision Authority of the delay in disclosingthe confidential information in question, submitting writtenexplanations on the fulfilment of the conditions specified in Art. 17.4a)-c) of the MAR.