Execution by R4R Poland sp. z o.o. of the preliminary sale agreement concerning sale of the 100% of the shares in the share capital of certain subsidiaries of R4R Poland sp. z o.o.
The Management Board of Echo Investment S.A. (the "Company") hereby informs that on 16 August 2025, R4R Poland spółka z ograniczoną odpowiedzialnością with its registered seat in Warsaw (“R4R Poland”), in which the Company holds a stake of 30% shares has entered into a preliminary shares sale agreement (“Preliminary Sale Agreement”) with Vantage Development spółka akcyjna with its registered seat in Wrocław (“Vantage Development”), regarding sale by R4R Poland of 100% of the shares in 18 limited liability companies being subsidiaries of R4R Poland (“Transaction”): (i) R4R Wrocław Rychtalska sp. z o.o., (ii) R4R RE Wave 4 sp. z o.o., (iii) R4R Wrocław Jaworska II sp. z o.o., (iv) Hotel Wrocław Grabiszyńska sp. z o.o., (v) R4R Wrocław Park Zachodni sp. z o.o., (vi) R4R Poznań Szczepanowskiego sp. z o.o., (vii) R4R Poznań Nowe Miasto sp. z o.o., (viii) R4R Łódź Wodna sp. z o.o., (ix) R4R Łódź Kilińskiego sp. z o.o., (x) R4R Warszawa Taśmowa sp. z o.o., (xi) R4R Warszawa Woronicza sp. z o.o., (xii) M2 Hotel sp. z o.o., (xiii) M2 Biuro sp. z o.o., (xiv) R4R Warszawa Wilanowska sp. z o.o., (xv) Pimech Invest sp. z o.o., (xvi) R4R Gdańsk Kołobrzeska sp. z o.o., (xvii) R4R RE Wave 3 sp. z o.o. and (xviii) R4R Kraków 3 Maja sp. z o.o., (collectively, “Subsidiaries”). The Subsidiaries hold title to the properties developed with buildings used for residential or accommodation purposes.
The parties have established an aggregate purchase price for the shares of the Subsidiaries (“Price”) as PLN 2,405,000,000.00 adjusted, among other things, by the cash balance, net working capital and intra-group and external debt of Subsidiaries. On the date of the conclusion of the Final Agreement (as defined below) the estimated Price will be paid (a portion of it may be withheld in the event of the occurrence of certain events specified in the transaction documentation until the appropriate actions are carried out), the external debt of the Subsidiaries will be repaid and the internal debt shall be assumed by Vantage Development or an entity related to it. After the execution of the Final Agreement (as defined below), the final Price will be determined, among other things, based on the cash balance and net working capital at the date of execution of the Final Agreement (as defined below).
It is expected that the execution of the final sale agreement regarding shares of the Subsidiaries will occur by 15 December 2025 (“Final Agreement”). The Preliminary Sale Agreement provides for the following conditions precedent: (i) obtaining the approval of the President of the Office of Competition and Consumer Protection for the concentration within the Transaction, and (ii) obtaining pay-off letters from the banks providing financing to the Subsidiaries.
The Preliminary Sale Agreement contains standard provisions for this type of transaction, including representations and warranties of R4R Poland, as well as rules regarding the liability of the parties and risk securities. The Preliminary Sale Agreement also envisages the conclusion of supporting transaction documents in order to effectuate the Transaction and allow Vantage Development to take over the Subsidiaries and their respective businesses. In connection with the Transaction, to secure R4R Poland's liability for breach of representations and warranties, Vantage Development obtained an insurance policy covering the R4R Poland liability for representations and warranties.
Legal basis: article 17(1) MAR - confidential information.