Letter of Intent on Joint Venture Co-Operation Signed by Issuer
Legal basis: Legal basis: Article 17(1) of MAR - inside information
The Management Board of Develia S.A. (the “Issuer”) inform that on 31 October 2023 the Issuer and entities which were not related to the Issuer (including investment funds managed by one investment fund company and entities related to a group of companies called Semeko Grupa Inwestycyjna S.A.) (the “Partners”) concluded a letter of intent pertaining to the implementation through a project company called Semeko Park S.A. (the “JV Company”) and its respective subsidiaries a multi-stage project entailing the construction and commercialisation of residential and business premises having the usable floor area of not more than 90,000.00 sq. m (ninety thousand square metres) on a real property located in Gdynia Leszczynki (the “Common Project”) (the “LOI”).
Following two increases in the JV Company’s share capital, the Issuer will take up in aggregate 50.01% of shares in the JV Company in exchange for the total contribution in cash amounting to PLN 75,000,000.00 (seventy-five million zlotys), being the initial capital commitment of the Issuer for the Common Project. The Partners will hold in total 49.99% of shares in the JV Company.
The Issuer, as an entity managing the Common Project, both as regards the management of the JV Company and pursuant to a separate Common Project management agreement, will be responsible for all activities relating to the implementation of the Common Project, including the Issuer’s provision, against payment, of project management and residential and business premises construction and commercialisation services on the real property in Gdynia Leszczynki.
The Common Project will be carried out under certain conditions precedent, which include: obtaining the consent of the President of UOKiK (Office of Competition and Consumer Protection) to concentration that involves the creation of a joint venture by the Issuer and the Partners, receiving by the Issuer a positive result from a due diligence covering the JV Company, its respective subsidiaries and the real property designated for the Common Project, and obtaining required corporate permits by the Issuer and the Partners.
Detailed terms and conditions and parameters for the Common Project will be specified by the parties in a joint venture agreement, which will be communicated by the Issuer in a separate current report.
The other LOI assumptions, including those relating to the assumptions based on which the Common Project will be effected, do not vary from provisions generally applicable to agreements of this type.
According to the Issuer, the information pertaining to the conclusion of the LOI constitutes inside information within the meaning of Article 7 of the MAR, as the Common Project, if carried out, may be of relevance to the assessment of the Issuer’s implementation of its development projects strategy, which was communicated by the Issuer in Current Report No. 12/2021 of 18 February 2021.
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 conjunction with 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.
