Current Report no. 67/2017 - Echo Investment

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Current reports

29-12-2017 20:48

Current Report no. 67/2017

Conclusion by, inter alia, Echo Investment S.A. of the agreements relating to the sale of shares in the companies indirectly holding perpetual usufructuary of the real estate in Wrocław where "Nobilis Business House" building is located

The Management Board of Echo Investment S.A. (the "Company") hereby informs that on 29 December 2017, the Company and the investment fund FORUM 60 Fundusz Inwestycyjny Zamknięty (the "Fund"), in which the Company holds 100% investment certificates, as the sellers, (jointly, the "Sellers") and CCPEPF Poland Intermediate S. à r. l. with its registered office in Luxembourg, as the purchaser (the "Purchaser"), controlled by Catalyst Core Plus European Property Fund with its registered office in Luxembourg ("Catalyst"), concluded a share sale agreement relating to 100% shares (the "Share Sale Agreement") in the companies Projekt Echo - 117 Sp. z o.o. ("Projekt Echo") and Elmira Investments Sp. z o.o. ("Elmira", and jointly with Projekt Echo, the "Companies"), being, respectively, the general partner and the limited partner of Nobilis - Projekt Echo - 117 Spółka z ograniczoną odpowiedzialnością Sp.k. (the "SPV"). The SPV is a perpetual usufructuary of the real estate in Wrocław where the office building known as the "Nobilis Business House" (the "Building") is located (jointly, the "Transaction").

Price

The value of the Transaction was determined as: (i) the quotient of the NOI (i.e. the difference between the operating revenue and the non-deductible operating costs) of the Building and the capitalisation rate of 6.672%. The value of the Transaction as of the date of the conclusion of the Share Sale Agreement (the “Closing”) equals to the amount of EUR 40,300,000, which was further decreased by, inter alia, the value of “rent-free periods”, “rent reductions” and costs of fit-out works and increased by the value of other SPV’s assets. Consequently, the price paid at Closing was EUR 35,600,000, however, in case of the price increase, which will take place in case tenants will take over premises and parking spaces in the Building, the total maximal estimated value of the Transaction may be increased by approximately EUR 4 million to the amount of EUR 44,000,000.

At the same time, the fit-out agreement for the Building, concluded between the Company, as the contractor, and the SPV, as the ordering party (the "Fit-out Agreement") stipulates a remuneration due to the Company and payable by the SPV for the fit-out works to be performed in certain premises of the Building designated for lease. It is estimated that the remuneration will amount to approximately EUR 3,588,061 + VAT. The remuneration for finishing a square metre of given space varies, depending on the type of the space in the Building.

The Transaction values given above are estimates and are calculated as of Closing.

Other information about the Transaction

The Share Sale Agreement is unconditional, and the transfer of the shares in the Companies to the Purchaser took place on the day of its conclusion.

In connection with the Transaction, the following agreements, among others, were concluded:

(I) The Company granted a quality guarantee for the Building to the SPV, with an aim to protect the SPV against potential defects of the Building and failure to remove such defects by contractors, with the Company’s liability towards the SPV being limited to PLN 40 million. Under the above guarantee, the Company also provided a guarantee for fit-out works under the Fit-out Agreement, and for additional works with respect to the Building, for the period specified in the quality guarantee agreement for the Building;

(II) A rental guarantee agreement was concluded, under which the Fund and the Company committed themselves to make payments to the SPV including in connection with the premises in the Building that are not leased or not taken over by the tenants;

(III) The Company, as the contractor, and the SPV, as the ordering party, also concluded the Fit-out Agreement;

(IV) Catalyst provided the Company with a guarantee, on a joint and several liability basis, for payment by the SPV of the remuneration under the Fit-out Agreement, up to EUR 4,454,577; and

(V) Catalyst provided the Company and the Fund with a guarantee, on a joint and several liability basis, for payment of increases of the price under the Share Sale Agreement by the Purchaser, up to EUR 4,242,598.

Legal basis: Article 17 sec. 1 of MAR - inside information