Conclusion of a preliminary conditional agreement for the sale of the real property at Kolejowa Street in Wrocław

Report number 55/2024

Legal basis: Article 17(1) of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC ("MAR")

The Management Board of Develia S.A. (the “Issuer” or the “Company“), announces that on 20 August 2024, the Issuer’s subsidiary, Develia Invest sp. z o.o. (the “Seller“), in which the Issuer holds 100% of shares – entered into a preliminary conditional sale agreement (the “Preliminary Agreement“) with an entity unrelated to the Issuer, a subsidiary of AFI Europe – AFI Project 10 spółka z ograniczoną odpowiedzialnością, with its registered office in Cracow (the “Purchaser“) for the sale by the Seller of the right of perpetual usufruct to an undeveloped real property consisting of plot of land no. 21/3, in cadastral district 0001, Stare Miasto, with the area of 0.5428 ha located in Wrocław at 8 and 10 Kolejowa Street (the “Real Property“).

The sale price has been set at PLN 50,500,00.00, which will be increased by the applicable VAT (the “Price“).

The conditional sale agreement is expected to be concluded by 5 November 2024.

In turn, the final agreement (the “Final Agreement“) should be concluded by 31 December 2024. The Final Agreement will be concluded on the condition that the Wrocław Municipality does not exercise its pre-emptive right.

The Conditional Preliminary Agreement contains standard provisions for this type of transaction relating to the declarations and warranties of the Seller and the Issuer, as well as rules relating to the liability of the Parties and the hedging of risks.

The Seller shall provide security to the Purchaser by submitting a declaration to willingly submit to execution up to the amount of PLN 8,000,000 to secure the Seller’s obligations towards the Purchaser on account of repayment of the amount of the advance payment plus VAT and payment of the contractual penalty provided for in the Preliminary Agreement together with interest for delay and the costs of debt enforcement.

The Issuer provided a corporate guarantee of up to PLN 8,000,000 as security for the performance of the Seller’s obligations under the Preliminary Conditional Sale Agreement, which is valid until 31 January 2026 at the latest.

In the consolidated quarterly report as at 31 March 2024, the Real Property was presented as a non-current asset classified as intended for sale, with a total balance sheet valuation of PLN 46,196,000. As the final Price depends on variables, the Issuer will separately report on the impact of the sale of the Real Property on the consolidated financial results of the Issuer’s group.

This report is based on the materiality of the event due to the Issuer’s activities as part of the implementation of the strategy published in RB 25/2024 on 16 April 2024 as the completion of the divestment of commercial segment assets, including the real property in Wrocław at Kolejowa Street.

This Current Report constitutes inside information within the meaning of Article 7 of the MAR.

Legal basis: Article 17(1) of Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (the Market Abuse Regulation) repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (“MAR”)