M&A Activity • Dec 29, 2017
M&A Activity
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Conclusionof a final agreement on the sale of real property - O3 Business CampusII in Krakow
Withreference to the information disclosed in current report No. 31/2016,the Management Board of Echo Investment S.A. (the "Issuer")reports that, on 28 December 2017, the Issuer's subsidiary, Echo-OpolskaBusiness Park sp. z o.o. sp. k. acting as the seller, concluded a finalagreement on purchase of real property situated in Krakow at ul. Opolskaand Al. 29 Listopada (the "Real Property") with asubsidiary of Echo Polska Properties N.V. ("EPP"), VentryInvestments sp. z o.o. sp. k., acting as the buyer (the "Agreement").
TheAgreement was concluded in performance of the preliminary conditionalagreement concerning the sale of the property described in currentreport No. 31/2016 following the satisfaction of the relevant conditionsprecedent. The terms and conditions of the Agreement are similar to theterms and conditions generally applied in such types of transactions.The Agreement contains representations and warranties of the seller andthe buyer and relating to the liability of the parties which arestandard for such types of transactions. Under the Agreement, the sellergranted the buyer a quality guarantee with respect to the building andthe building developments on the Real Property for the periods as statedin the Agreement and compliant with market standards.
Underthe transaction, the seller and the buyer concluded a rental guaranteeagreement ("RGA"). The principal terms of the RGA providefor a guarantee extended to the buyer of the seller's coverage of rentpayments and average service fees for specific sections of the buildingwhich are not leased out to third parties on the date of signing of theAgreement and for those sections which have been leased, but withrespect to which rent discounts or rent-free periods were applied.
Moreover,in connection with the Agreement, the parties thereto concluded: (i) anescrow account agreement; (ii) a fit-out agreement; and (iii) anunderstanding regarding the repayment of the profit participation loanextended by EPP (Cyprus) 2 Limited, a subsidiary of EPP.
Thepurchase price based on the calculation described in current report No.31/2016 was finally determined as EUR43.5mlnplus VAT. Taking into account alladditional payments that the seller may obtain pursuant to the fit-outagreement, the total value of revenues related to the sale of the RealProperty may increase by the estimated sum of EUR 7.3 mln plus VAT.Simultaneously, under the RGA, the seller is required to pay to thebuyer an one-off payment in the amount of EUR 1.6 mln.
Legalgrounds: Article 17(1) of the MAR - inside information.
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