Subject:Conclusion of material agreementsrelating to creation of a joint venture relating to the development ofstudent housing facilities
Legal basis: Art. 17.1 MAR - inside information
The Management Board of Echo Investment S.A. (Issuer)informs you that on 6 March 2024the Issuerexecuted withSignal Alpha 3 R1 S._#224; r.l. withits registered office in Luxembourg (Signal) a transaction(Transaction) relating to creation of a joint venture through which theparties will implement the projects concerning development of studenthousing facilities in Poland (Project).
The following agreements were concluded by the Issueras part of the Transaction:
(a)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;the shareholders' agreement between theIssuer, Signal andSignal Alpha 3 C2 S._#224; r.l.with itsregisteredoffice in Luxembourg (JVCo) regulating the corporate governanceprinciples of the JVCo; JVCo is an entity controlled by Signal, throughwhich the Issuer and Signal intend to implement the Project;
(b)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;theframeworkagreement between the Issuer, Signal and JVCo regulating theimplementation of the Project,
(jointly theAgreements).
Pursuant to the Agreements, during the development ofthe Project, the Issuer intends to enter into agreements with theentities controlled by JVCo being the owners of the properties on whichthe Project will be developed (PropCos), pursuant to which theIssuer will provide development management services against payment.
The completion of the Transaction remains subject tothe satisfaction of a condition precedent of obtaining an antimonopolyclearance from the President of the Polish Competition Authority. Aftercompletion of the Transaction, the Issuer will be entitled to a 30%profit share in the JVCo.
The main terms of the Transaction are as follows:
(a)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The Issuer intends to commit up to EUR31.3 million to the Project;
(b)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The anticipated time horizon for theimplementation of the Project will be 3 to 5 years;
(c)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The anticipated number of beds to beprovided under the Project will be a minimum of 5,000;
(d)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The assumed proportions of the sourcesof financing of the Project will be (i) 40%-50% - financing from theparties' funds; (ii) the remaining 60%-50% - debt;
(e)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;The parties mutually undertook not tocarry out projects similar to the Project in cooperation with otherpartners, except for the cases indicated in the Agreements.
The Transaction documentation containsrepresentations and warranties of the parties that are customary for thetransactions of this type as well as substantially standard contractualclauses concerning the parties' liability and security. The provisionsof the aforementioned agreements do not materially diverge from theprovisions commonly used in these types of transactions.