M&A Activity • Mar 30, 2023
M&A Activity
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Conclusion by the subsidiary of Echo InvestmentS.A. of the agreement for the sale of the real property located at ul.J. P. Dziekońskiego 3 in Warsaw, developed with second office buildingwithin My Place mixed-use complex
Legal basis: Art. 17.1 MAR - inside information
The Management Board of Echo Investment S.A. (Issuer)informs you that on 30 March 2023a subsidiaryof the Issuer, i.e."Projekt BeethovenaProjekt Echo 122 spółka z ograniczoną odpowiedzialnością" S.K.A. withits registered office in Kielce, as the seller (Seller), and TALPoland spółka z ograniczoną odpowiedzialnością with its registeredoffice in Warsaw, as the buyer (Buyer, whereby the Buyer togetherwith the Seller shall hereinafter be jointly referred to as theParties),concluded an agreement for the sale of a real property located at ul. J.P. Dziekońskiego 3 in Warsaw, owned by the Seller (Agreement).
On the basis of the concluded Agreement, the Buyerpurchased the Seller's real property and other assets, including inparticular:
(a)the ownership right to the propertylocated in Warsaw at ul. J. P. Dziekońskiego 3, comprising evidentialplot No. 47/6, precinct 0312, for which the District Court forWarsaw-Mokotów in Warsaw, 7th Land and Mortgage Register Departmentmaintains the Land and Mortgage Register No. WA2M/00537414/9, developedwith the office, services and retail building under the name _quot;MyPlaceII_quot;, consisting of one underground story and five overground storeys (Building)and all structures, landscaping, installations and other facilitiesserving the Building (Property);
(b) the ownership of the movable property specifiedin the Agreement.
As part of the transaction, the Parties have alsoconcluded a quality guarantee agreement with respect to the Building (QualityGuarantee Agreement) and a rental guarantee agreement (RentalGuarantee Agreement). The basic provisions of the Quality GuaranteeAgreement provide for granting the Buyer a quality guarantee for theBuilding and structures located on the Property. The basic provisions ofthe Rental Guarantee Agreement provide for granting the Buyer aguarantee that the Seller will cover the rental payments and servicecharge payments for individual parts of the Building that have not beenleased to third parties as at the date of signing the Agreement andthose that have been leased but for which additional conditions (suchas, for example, delivery to lessees) have not been fulfilled.
The value of the transaction (TransactionValue) at the conclusion of the Agreement (Closing) wasca.EUR44,235,000 plusVAT. The Transaction Value was reduced by thevalue of the rent-free periods, rent reductions and other costs, andamounts to EUR41,968,150plusVAT.
The amount to be paid at the Closing was reduced by,among others, the value of the fit-out works in the vacant premises inthe Building. The value of such works will be released to the Seller inparts after leasing of vacant premises and performance of the fit-outworks in favour of new tenants.As a result,the price payable at Closing was ca. EUR 40,270,423 plus VAT.
The provisions of the Agreement do not differ fromthe provisions used in these types of transactions. The Agreementcontains standard provisions for this type of transaction regardingrepresentations and warranties of the seller and the buyer and regardingthe Parties' liability as well as the provisions relating to appointmentof the Seller as the contractor of certain fit-out works in the premisesin the Building.
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