Loan Agreement Executed by Issuer’s Subsidiary

The Management Board of Develia S.A. (“the Issuer” or “the Company”) hereby inform that on 28/10/2020 the Issuer’s subsidiary, i.e. LC Corp Invest XVII Sp. z o.o. Projekt 22 Sp. k., based in Wrocław, (hereinafter referred to as “the Borrower”), which is owned directly and indirectly (through the Issuer’s subsidiary: LC Corp Invest XVII Sp. z o.o.) by the Issuer, as the sole owner, entered into, with an entity not affiliated with the Issuer – mBank SA, based in Warsaw (“the Lender”), a loan agreement (“the Agreement”) up to the sum of EUR 34,187,000.00 (“the Loan”), designated, among other things, for the repayment of existing debt in mBank S.A. and mBank Hipoteczny S.A., arising from a loan agreement of 20/12/2017 (as amended, which was communicated by the Issuer by Current Report No. 128/2017 of 20/12/2017) and financing or refinancing of costs relating to the construction of an office building called “Wola Retro”, erected by the Borrower on a real estate located in Warsaw at 16-20 Skierniewicka street and 11/13 Siedmiogrodzka street (“the Project”). The aforesaid Agreement was concluded as a result of a construction loan being converted to an investment loan and previous lenders being replaced by others (mBank Hipoteczny SA and mBank SA have been replaced with one lender – mBank SA). The principal terms and conditions of the loan agreement, specifically, the amount of lending, have not changed.

The Agreement was concluded under arm’s length conditions. A floating rate of interest will be charged on the loan per annum and calculated as the aggregate of EURIBOR 3M reference rate plus margins fixed on arm’s length conditions. Commissions on the loan granted to the Borrower have been set under arm’s length conditions.

​Pursuant to the Agreement concluded, the Loan debt will be paid off not later than seven years after the first drawdown of the Loan, which has been scheduled until 28/11/2020.

Principal security for the Agreement includes:

1. A first-ranking mortgage (with mortgages created in relation to the refinanced debt being senior to all other mortgages) created by the Borrower for the benefit of the Lender up to EUR 51,280,500.00, on a plot of land to which the Borrower has the right of perpetual usufruct, located in Warsaw at Skierniewicka street and Siedmiogrodzka street, which is entered in the Land and Mortgage Register No. WA4M/00142636/9 maintained by the District Court for Warszawa-Mokotów in Warsaw, the 10th Land and Mortgage Register Division, and on buildings erected on the said land (“the Real Property”);
2. A subordination agreement concluded by the Borrower, the Issuer and Issuer’s other subsidiaries (LC Corp Invest I Sp. z o.o. and LC Corp Invest XVII Sp. z o.o.) as subordinate creditors along with the Borrower – as the senior creditor, providing for an assignment as security for all subordinated debts;
3. Agreements to assign rights and debts arising from lease and other contracts associated with the Project;
4. First-ranking registered pledges on the rights and debts owed to the limited partner and the general partner of the Borrower’s company (with pledges created in relation to the refinanced debt being senior to all other pledges), each up to EUR 51,280,500 along with a declaration on submission to enforcement pursuant to Article 777(1)(6) of the Code of Civil Procedure;
5. First-ranking registered and financial pledge on all bank accounts of the Borrower (with pledges created in relation to the refinanced debt being senior to all other pledges), each up to EUR 51,280,500 along with powers of attorney for the Lender;
6. Borrower’s declarations on submission to enforcement towards the Lender pursuant to Article 777(1) of the Code of Civil Procedure up to EUR 51,280,500.00;
7. Debt service reserve in the amount of three principal and interest instalments;
8. A support agreement concluded with the Issuer, under which the Issuer undertook, among other things, to provide financial support to the Borrower, including to provide Debt Service Reserve and replenish it if it has been drawn on, along with the Issuer’s declaration on free submission to enforcement towards the Lender in relation to the Support Agreement up to EUR 560,000.00, pursuant to Article 777(1)(5) of the Code of  Civil Procedure;
9. FX risk and interest rate risk hedging agreement, secured by a mortgage up to PLN 32,235,000 (which is junior directly to mortgage used as security for the Agreement) on the Real Property and a declaration on submission to enforcement pursuant to Article 777 of the Code of Civil Procedure.

The other terms and conditions of the Agreement are not different from those commonly set out in agreements of this type.

According to the Issuer, this information  constitutes inside information within the meaning of Article (1) of the MAR.