M&A Activity • Jun 30, 2022
M&A Activity
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The Management Board of Echo Investment S.A. (Issuer)informs you that on 30 June 2022 asubsidiaryof the Issuer, i.e.Midpoint 71 - CornwallInvestments spółka z ograniczoną odpowiedzialnością - S.K.A. with itsregistered office in Kielce, as the seller (Seller), and SERPoland 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 inWrocław, 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)_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;_#160;the ownership right to the propertylocated in Wrocław at ul. Powstańców Śląskich 9, comprising evidentialplots No. 62/6 and 17/1, precinct 0022 Południe, for which the DistrictCourt for Wrocław-Krzyki, 4thLand and Mortgage RegisterDivision maintains land and mortgage register No. WR1K/00288398/8 andevidential plot No. 62/5, precinct 0022 Południe, for which the DistrictCourt for Wrocław-Krzyki, 4thLand and Mortgage RegisterDivision maintains land and mortgage register no. WR1K/00288399/5,developed with the office, services and retail building under the name_quot;MidPoint71_quot;, consisting of two underground storeys and fourteenoverground storeys (Building) and all structures, landscaping,installations and other facilities serving the Building (Property);
(b)_#160;_#160;_#160;_#160;_#160;_#160;theownership of the movable property specified in 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)wasEUR109,265,359 plus VAT.The Transaction Value was reduced by the value of the rent-free periods,rent reductions and other costs, and amounts to EUR103,863,244plus VAT.
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 EUR 100,547,081 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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