The management board of Globe Trade Centre S.A. (the “Company” or “GTC”) hereby announces that on 14 June 2012 two subsidiaries of the Company: GTC Satellite sp. z o.o. and Diego sp. z o.o., entered into preliminary sale agreements (the “Preliminary Agreements”) with Calobra Investments Sp. z o.o. (“Calobra”) of the Allianz Real Estate Group, regarding the sale of Platinium Business Park project at ul. Domaniewska in Warsaw, comprising in total of all the Platinium buildings (i.e. buildings I through V) and the plot of land where they are situated.
The total price set out in the Preliminary Agreements amounted to EUR 173.37 million and will be subject to adjustment when the final agreements are signed.
The Preliminary Agreements are subject to certain conditions, which are to be satisfied by 28 February 2013: (i) obtaining tax rulings by the parties to the Preliminary Agreements (condition precedent); (ii) obtaining release letters from the banks financing the realisation of the Platinium Business Park project (condition precedent); (iii) no new encumbrances being created on the real property (condition subsequent); (iv) no adverse effects taking place, defined in the Preliminary Agreements as circumstances rendering the representations and warranties of the sellers to be untrue or their covenants being breached; as well as certain defects occurring in the buildings comprising the Platinium Business Park project (condition subsequent).
In the case of the Platinium V building, the Preliminary Agreements provide for additional conditions precedent, the deadline for the satisfaction of which may be prolonged by Calobra by no longer than 12 months, i.e., inter alia: (i) obtaining a use permit for the building; (ii) removing defects, transfer of the contractor guarantee and measurement of the total leasable area; (iii) the building being at least 80% leased and certain tenants moving into the building; and (iv) the seller being registered as a perpetual usufructuary of certain land plots. The Preliminary Agreements provide for two contractual penalties: (i) EUR 300 thousand, payable if the Platinium V building is not granted a LEED (Leadership in Energy and Environmental Design) certificate at the level of at least Silver within 12 months of the date of the sale; and (ii) EUR 200 thousand, payable if the Group does not make certain repairs, as specified in the Preliminary Agreements.
The Preliminary Agreements do not contain any provisions which are not standard for agreements of this type on the market.
The Preliminary Agreements are considered to be material within the meaning of the regulation of the Minister of Finance (Polish Journal of Laws No. 33, item 259) of 19 February 2009 on current and periodical information published by issuers of securities and on the conditions under which information required by legal regulations of a non-Member State may be recognised as equivalent (the “Regulation”), as they fulfill the criterion set out in § 2, section 1, sub-section 44, letter a) of the Regulation, i.e. their value exceeds 10% of the Company’s equity.
Legal grounds: § 5, section 1, sub-section 3 of the Regulation of the Minister of Finance (Polish Journal of Laws No. 33, item 259) of 19 February 2009 on current and periodical information published by issuers of securities and on the conditions under which information required by legal regulations of a non-Member State may be recognised as equivalent.