Conclusion of the promised contract of sale of ownership interest in land with the Sky Tower building and repayment of a bank loan
Legal basis: Art. 17 par. 1 of MAR - confidential information
The Management Board of DEVELIA S.A. (the “Issuer”), with reference to current report no. 52/2021 of 13.09.2021, informs that on 15 March 2022, the Issuer’s subsidiary – Sky Tower S.A. (“ST” or the “Seller”) – in which the Issuer holds 100% of shares and 100% of votes at the general meeting, and Olimp Investment spółka z ograniczoną odpowiedzialnością in Warsaw – a company controlled by an alternative investment fund managed by Adventum Group (the “Buyer”) – concluded a promised contract of sale of 79.55% of ownership interest in land with a multifunctional building called Sky Tower in Wrocław at Powstańców Śląskich 95, with a total area of ca. 23,798 m2 (the “Interest in Sky Tower”) (the “Sales Contract”). The remaining part of ownership interest in Sky Tower – that is, 20.45% – will remain with the owners of respective units in the Sky Tower building.
The price for the Interest in Sky Tower was agreed on a debt-free and cash-free basis as EUR 84 270 000.00 plus due VAT and less incentives for tenants following from agreements signed before the date of the Preliminary Agreement and not paid by the date of the Sales Contract, that is, EUR 1 878 436.64, and will be paid in full on the date of the Sales Contract (the “Price”).
The Parties exchanged standard representations and warranties that are customary in such transactions. Other terms and conditions of the Sales Contract are consistent with those generally used in such contracts.
Upon concluding the Sales Contract, the Issuer granted a corporate guarantee up to EUR 2 438 481.95 as the Seller’s performance bond under the Sales Contract.
In addition, the Management Board of the Issuer informs that the Transaction Price will be used for the full repayment of a bank loan, in the total amount of EUR 41 975 589.96, contracted by way of an agreement between ST and a consortium of banks formed by Alior Bank S.A. in Warsaw and Getin Noble Bank S.A. in Warsaw, concluded on 29 December 2012, with subsequent amendments, granted up to EUR 60 000 000 for refinancing of the cost of construction of the “Sky Tower” building. Information about ST’s loan agreement and the performance bond granted by the Issuer was communicated by the Management Board of the Issuer in current reports no. 73/2013 and 74/2013 on 06.12.2013.
In the last published financial statements as at 30 September 2021, Sky Tower was presented as an investment property and the balance sheet value of the Interest in Sky Tower was EUR 82 255 000. The final outcome of the transaction, in addition to factors mentioned above, will be determined by the costs of transaction and exchange rate adjustments, which will be notified by the Issuer separately.
The basis for submission of this report is the significance of the event to the Issuer’s business.
In the opinion of the Management Board of the Issuer, this current report is confidential information within the meaning of Article 7 of MAR.
Legal basis: Article 17 paragraph 1 of Regulation of the European Parliament and of the Council (EU) No. 596/2014 of 16 April 2014 on market abuse (Market Abuse Regulation) and 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”).
