With reference to Current Reports nos. 37/2019 of 24/09/2019 and 48/2019 of 18/12/2019, the Management Board of Develia S.A. (“the Company”) inform that on 29/01/2020, a subsidiary wholly owned by the Company: Warszawa Przyokopowa Spółka z ograniczoną odpowiedzialnością (“WP”), acting as the seller (hereinafter referred to as “the Seller”) and a company controlled by Hines European Value Fund SCSp, based in Luxembourg, i.e. Wola Center Spółka z ograniczoną odpowiedzialnością, acting as the purchaser (formerly under a business name Gisla Sp. z o.o.)(hereinafter referred to as “the Purchaser”, with the Seller and the Purchaser being hereinafter jointly referred to as “the Parties”), entered into a final sales and purchase agreement (“the FSPA”) under a transaction concluded between companies (“the Transaction”) and concerning the sale of the perpetual usufruct right to parcels of land located at 33 Przyokopowa Street in Warsaw, including the right of ownership to an office building erected on the said land, known as the “Wola Center” building, along with tangible and intangible assets related to the said real property.
The total price of the Transactions was EUR 101,900,000 (plus an applicable amount of VAT and transaction costs).
Under the FSPA, the Parties have made and given representations and warranties to each other under rules which are commonly applied to this type of transactions.
Furthermore, in accordance with the arrangements between the Parties, the Company represented to the Purchaser that it stood surety for the Seller and debtor, giving a guarantee that:
- The Seller would perform the obligations and discharge the liabilities of WP as the Seller, arising from agreements covering the subject-matter of the Transaction, and
- The Company would incur debts of WP arising from obligations and liabilities of WP under the FSPA, if the Seller has ceased its operations, has gone into liquidation or has been dissolved, which circumstances were described in the surety arrangements,
The Management Board of the Company further inform that the total Transaction price will be designated for the full repayment of a bank loan, up to the amount of EUR 45,246,208.46, taken out under an agreement concluded by WP with BNP Paribas Bank Polska S.A., with its registered office in Warsaw, for the purpose of the construction of the “Wola Center” building. The conclusion of the loan agreement and collateral for the said instrument was communicated by the Company’s Management Board in Current Reports Nos. 45/2011 of 15/07/2011 and 53/2018 of 20/09/2018.
Wola Center Spółka z ograniczoną odpowiedzialnością is a part of the Hines European Value Fund (HEVF) SCSp. HEVF is a Core-Plus and Value-Add closed-end property investment fund, which was established in 2017 and is managed by Hines. Its main investment purpose includes office and retail properties and mixed-use projects on the major European markets.
The responsibility for the management of Hines European Value Fund’s investment properties in Poland rests with Hines.
According to the Issuer, this Current Report constitutes inside information within the meaning of Article 7 of the MAR.
Legal basis: Article 17(1) in conjunction with Article 7(1a), (2), (3) and (4) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 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 (“the MAR”) in relation to Article 2 and 3 of the Commission Implementing Regulation (EU) 2016/1055 of 29 June 2016 laying down implementing technical standards with regard to the technical means for appropriate public disclosure of inside information and for delaying the public disclosure of inside information in accordance with Regulation (EU) No. 596/2014 of the European Parliament and of the Council.