M&A Activity • Oct 29, 2025
M&A Activity
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Report Content Current reportNo. 23/2025
Date: 2025-10/29
The Issuer'sabbreviated name: ECHO
Subject:Conclusionby a subsidiary of Echo Investment S.A. of a sale agreement regardingthe real property located atul.Tadeusza Kościuszki 229 in Katowice,developed with the Libero shopping center.
Legal basis:Art. 17.1 MAR - inside information
The ManagementBoard of Echo Investment S.A. (Issuer)informs that on 29 October 2025 a subsidiaryof the Issuer, i.e. Galeria Libero - ProjektEcho - 120 spółka z ograniczoną odpowiedzialnościąsp.k.. with its registered office in Kielce, as the seller (Seller),and Espliego 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 a sale agreement regarding the right of perpetual usufruct tothe land located in Katowice at ul. Tadeusza Kościuszki 229, aswell as the ownership of the buildings and structures located on theland (Agreement).
On the basis ofthe concluded Agreement, the Buyer purchased from the Seller the assetscovering, including in particular:
(a)theright of perpetual usufruct to the land located in Katowice, comprisingplots of land No. 87/15 and 87/10, precinct No. 0003, Ligota, (Land)as well as the ownership of the buildings located on the Land, inparticular the "Libero" shopping center (Building),covered by land and mortgage register No. KA1K/00139781/3 maintained bythe District Court Katowice-Wschód in Katowice, 11th Land and MortgageRegister Division, as well as ownership of and all structures,installations and other facilities serving the Building (Property);
(b)theownership of the movable property specified in the Agreement.
The pricepayable under the Agreement (Price) amounted toEUR103million plus VAT.
Moreover, onthe date of conclusion of the Agreement, theSeller and the Buyer concluded a guarantee agreement regarding the netoperating income generated by the Property (NOI Guarantee Agreement),under which the rights and obligations of the Seller were subsequentlyassigned to the Issuer. The basic provisions of the NOI GuaranteeAgreement provide for (i) granting the Buyer a guarantee that the Issuerwill cover the income generated by the Property to the extent that theincome in a given period does not reach the amount specified in the NOIGuarantee Agreement, (ii) payment by the Issuer to the Buyer of anappropriate portion of the amounts of incentives granted to the tenantsof the Building in connection with the conclusion of new leaseagreements after the date of execution of the NOI Guarantee Agreementand (iii) the Issuer's obligation to perform fit-out works in theBuilding to the extent that such obligation will rest with the landlordunder the relevant lease agreement. The NOI Guarantee Agreement willexpire on 31 December 2030, at the latest.
The provisionsof the Agreement do not differ from the provisions used in these typesof transactions. The Agreement contains standard provisions for thistype of transaction regarding representations and warranties of theseller and the buyer and regarding the Parties' liability.
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