LC : Information from the shareholders about the conclusion of an agreement concerning the placement and offering of shares of LC Corp S.A.
September 15, 2017 at 03:39 am EDT
Share
2017-09-12
77/2017
Legal basis: Art. 17 para. 1 of the Market Abuse Regulation - confidential information
The Management Board of LC Corp S.A. (the 'Issuer' or the 'Company') hereby informs that on 12 September 2017 it received from the Issuer's shareholders: Mr Leszek Czarnecki, LC Corp BV, Getin Noble Bank S.A., Open Finance S.A., Open Life Towarzystwo Ubezpieczeń Życie S.A. a letter ('Notification') with information about the conclusion on 12 September 2017 of an agreement concerning the placement and offering of the Issuer's shares (the 'Agreement'). In accordance with the received Notification, the Agreement was concluded by Mr Leszek Czarnecki, LC Corp BV, Getin Noble Bank S.A., Open Finance S.A., Open Life Towarzystwo Ubezpieczeń Życie S.A. (the 'Sellers') and Mercurius Dom Maklerski Sp. z o.o. ('Global Coordinator') and mBank S.A., Trigon Dom Maklerski S.A. ('Joint Bookrunner') and mCorporate Finance S.A., and Trigon Investment Banking spółka z ograniczoną odpowiedzialnością & wspólnicy Sp. k. ('Financial Advisers'). On the terms set out in the Agreement, the Global Coordinator and the Joint Bookrunner have undertaken to provide services for the Sellers necessary to organise and conduct the offer and placement of all shares of the Company held by the Sellers, representing in total 51.17% of the share capital of the Company (the 'Transaction') in line with the applicable laws and within the scope normally carried out by investment companies as part of similar offers of shares, on the terms set out in the Agreement.
In addition, in accordance with the contents of the Notification:
in the Agreement Mr Leszek Czarnecki has undertaken, in the event the transaction by LC Corp BV is concluded, among others: (i) for a period of 3 (three) consecutive years from the date of closing the transaction referred to in the Agreement, not to create on the territory of the Republic of Poland a new company or other entity conducting a competitive activity interpreted as the core activity of the Company in the segment of residential or commercial development projects, and (ii) not to terminate the agreement of 6 December 2013 concluded with the Company, postponing to 31 December 2019 the date of payment by the Company of the price for the shares in Sky Tower S.A. with its registered office in Wrocław;
in the Agreement Mr Leszek Czarnecki has undertaken that in the event the transaction is concluded by LC Corp BV he will resign from his function in the Supervisory Board of the Company and waive all claims toward the Company due to this function not later than on the day following the settlement date of the transaction covered by the Agreement;
the Parties have resolved that the purchase price for the shares of the Company will be determined in the process of book-building and subsequently documented in a price appendix, whereas the price will not be lower than PLN 2.05 per one share of the Company;
the Agreement contains standard terms and provisions normally found in this type of agreements.
LC Corp SA published this content on 12 September 2017 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 15 September 2017 07:38:02 UTC.
Original documenthttps://www.lcc.pl/en/information-shareholders-about-conclusion-agreement-concerning-placement-and-offering-shares-lc-corp
Public permalinkhttp://www.publicnow.com/view/EED4B29E6544FC273C45BC2C28F1FC705FAB6BC4
Develia SA, formerly known as LC Corp SA, is a Poland-based holding company engaged in the real estate development operations. It is involved in the acquisition, management, rental and sale of commercial and residential properties located in such Polish cities as Warsaw, Wroclaw, Krakow, Lodz, Gdansk and their surroundings. Its main development projects in the commercial properties area include Arkady Wroclawskie shopping and retail complex in Wroclaw, as well as an office complex, Wola Center in Warsaw. In the area of residential investment it develops apartments houses Przy Promenadzie, Rezydencja Kaliska and Powstancow 33 in Warsaw; Maestro and Vratislavia Residence in Wroclaw; Debowa Ostoja in Lodz; as well as Niepolomicka and Srebrena in Gdansk. The Company owns 99.95% stake in LC Corp Invest XV Sp z o o Investments SKA. and 100% stake in Sky Tower SA, in the the Netherlands.