Joint Venture Co-operation Agreement Signed by Issuer
Legal basis: Article 17(1) of MAR - inside information
The Management Board of Develia S.A. (the “Issuer”) inform that on 13 August 2021 the Issuer made with Grupo Lar Holding Polonia sp. z o.o., with its registered office in Warsaw (“Grupo Lar Holding Polonia”), and CGLS sp. z o.o. sp.k., with its registered office in Warsaw (“Lar Management Polonia”) – i.e. subsidiaries belonging to a Spanish group of companies Grupo Lar (the “Partners”), a joint venture cooperation agreement with a view to carrying out housing projects in Warsaw and setting up several investment companies which will be the owners of rights and obligations arising out of property development projects (the “JV Agreement”). In principle, the JV Agreement was entered into under terms and conditions set out in the “Memorandum of Understanding of a joint venture in the Polish real estate sector” made by the Issuer, Grupo Lar Holding Polonia and Lar Management Polonia on 11/06/2021, which was communicated by the Issuer in the Current Report no. 45/2021 of 13/08/2021.
Co-operation under the JV Agreement will entail setting up several investment companies with a view to building housing estates in Warsaw, which companies will be the owners of rights and obligations arising out of respective property development projects. The projects will derive from the experience of the Issuer and the Partners, and responsibility for operational management will rest with a Grupo Lar team.
The total capital commitment of the Issuer and Grupo Lar Holding Polonia for the co-operation under the JV Agreement will amount to PLN 125,000,000, with the Issuer’s commitment accounting for 80% and Grupo Lar Holding Polonia’s – 20%.
The JV Agreement was entered into under the following conditions precedent:
(i) To obtain the consent of the President of UOKiK (Office of Competition and Consumer Protection) to concentration that involves the creation of joint venture by the Issuer and Grupo Lar Holding Polonia;
(ii) To complete the Issuer’s additional due diligence covering two property development projects and delivering positive result thereof.
The other terms and conditions of the JV Agreement, including those relating to joint venture, do not vary from provisions which are generally applicable to this type of agreements.
According to the Issuer, information on entering into the JV Agreement constitutes inside information within the meaning of Article 7 of the MAR, as the transaction, if effected, will be considered by the Issuer a significant transaction on account of its value.
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.
