Execution by R4R Poland sp. z o.o. of the final sale agreement concerning sale of the 100% of the shares in the share capital of certain subsidiaries of R4R Poland sp. z o.o.
Management Board of Echo Investment S.A. (the "Company") hereby informs that on 27 May 2026, 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 final sale agreement ("Final Agreement") with Vantage Development spółka akcyjna with its registered seat in Wrocław ("Vantage Development"), in performance of the preliminary shares sale agreement dated 16 August 2025 (as amended on 1 December 2025) ("Preliminary Sale Agreement"), 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 2,437,065,215.11, adjusted, among other things, by the cash balance, net working capital and intra-group and external debt of Subsidiaries. The estimated Price, as well as amounts required to repay the external debt of the Subsidiaries, and settle the internal debt of the Subsidiaries (to be assumed by TAG Beteiligungs-und Immobilienverwaltungs GmbH, an entity related to Vantage Development), will be paid after execution of the Final Agreement through an escrow account mechanism. The final Price will be determined, following execution of the Final Agreement, based, among others, on the cash balance and net working capital at the date of execution of the Final Agreement.
The Final Agreement reflects the provisions of the Preliminary Sale Agreement, which 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.
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.
The Company reported the conclusion of the Preliminary Agreement, the execution of the annex to the Preliminary Sale Agreement, and the extension of the long stop date in the current reports dated 16 August 2025, No. 18/2025, dated1 December 2025, No. 27/2025 and dated 29 Apri 2026, No. 7/2026, respectively. The Company also reported the issuance of the approval of the President of the Polish Office of Competition and Consumer Protection for the Transaction in the current report dated 12 May 2026, No. 9/2026.