12/2014 The conclusion of the credit agreement with mBank by a subsidiary Robin Investments Sp. z o.o.. Collateral loan agreement establishment.

Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (hereinafter the „Company”) hereby informs that on 18 June 2014 a bank loan agreement (hereinafter the “Agreement”) was made by and between the subsidiary company Robin Investments spółka z ograniczoną odpowiedzialnością which is the subsidiary of the Company (hereinafter the “Subsidiary Company”, “Borrower”) and mBank Hipoteczny S.A., under which Robin Investments Sp. z o.o. shall be granted a bank loan in the amount of 4,450,000 EUR, designated for refinancing of the office building “Aquarius”, among others by the full and irrevocable repayment of the existing debt of this company following from the bank loan agreement with HSBC Bank Polska S.A.,

Repayment of the Mortgage Loan shall be secured by the following mortgages and pledges:

1) Total contractual mortgage up to the amount of 8,900,000 EUR established on:

a. right of perpetual usufruct of the land real property located in Warsaw at ul. Cybernetyki 7B, consisting of the plot of land with the survey number 8/7, with the area of 3908 m2, for which the District Court for Warszawa-Mokotów in Warsaw, VII Land and Mortgage Register, maintains a land and mortgage book no WA2M/00139786/7 with the ownership title to the office building with the name of Solar located on said plot of land (the “Lakia’s Real Property”), which constitutes the property and object of the perpetual usufruct right of the company Lakia Investments sp. z o.o.;

b. Land real property owned by the Borrower located in Warsaw at Połczyńska 31a („Real Property”), consisting of:
i. Plots of land with survey numbers: 53/1, 55/1 and 59/3 with the area of 3701 m2, for which the District Court for Warszawa-Mokotów in Warsaw, VI Land and Mortgage Division, maintains land and mortgage book no WA1M/00168851/9 with the building located at said plot of land;
ii. plots of land with survey numbers 53/2, 55/2 and 59/4, with the area of 555 m2 for which the District Court for Warszawa-Mokotów in Warsaw, VI Land and Mortgage Division, maintains land and mortgage book no WA1M/00168852/6;
iii. plots of land with survey numbers 54, 55/3, 60/1 and 60/2 with the area of 6317 m2, for which the District Court for Warszawa-Mokotów in Warsaw, VI Land and Mortgage Division, maintains land and mortgage book no WA1M/00223834/8;

c. ownership title to the office Building (the “Building”) with the name of „Aquarius” with the total area designated for lease of 5252.30 m2 along with 155 parking spaces, located on the Real Property

2) registered pledge over all shares in the share capital of the Borrower with the total nominal value of 50000.00 PLN with the declaration of LAKIA ENTERPRISES LIMITED with its registered office in Nicosia (the „Shareholder”) on submission to enforcement with respect to said shares, drawn up pursuant to art. 97 of the Banking Law up to the amount of 4,450,000 EUR

3) registered pledges (and as a temporary security – until the registered pledges are entered to the register of pledges – financial pledges) over Borrower’s receivables from the Bank Accounts;

Lakia Enterprises sp. z o.o., the company establishing the mortgage security, is an indirect subsidiary of the Company.

Value of the Lakia’s Real Property as per the account books of Lakia Enterprises sp. z o.o. amounts to 34,621,790 PLN.

Moreover in the Bank loan agreement the following personal securities were established:

1) civil law surety, granted by Lakia INVESTMENTS sp. z o.o. up to the amount of 4,450,000 EUR with the declaration of Lakia INVESTMENTS sp. z o.o. on the voluntary submission to enforcement in favor of the Bank, as regards the obligations following from the surety agreement, prepared pursuant to art. 97 of the Banking Law up to the amount of 4,450,000 EUR;

2) Obligation of the Shareholder to assist the Borrower with the additional funds in order to supplement the Debt Servicing Reserve (in the amount constituting the equivalent of 3 capital and interest installments) to the level required under the Bank Loan Agreement with the declaration of the Shareholder on submission to enforcement pursuant to art. 777 of the Code of Civil Procedure up to the amount constituting the Debt Servicing Reserve required hereunder;

3) own in blanco promissory note with the promissory note declaration issued by the Borrower and guaranteed by the Shareholder until the moment of entering of the material securities to relevant books and registers;

4) subordination of repayment of the Borrower’s obligations vis-a-vis the Shareholder with respect to the loans granted (existing and future) to the obligations of the Borrower vis-a-vis the Bank as regards the repayment of debt hereunder.

Other – standard for this type of agreements – bank loan securities are: transfer for the security of debt from the insurance agreement for the Real Property and the Building, transfer of receivables due with respect to the Lease Agreements, blockade and authorization for Borrower’s bank accounts, the Debt Servicing Reserve in the amount constituting the equivalent of 3 capital and interest installments.

Bank Loan shall be made available to the Borrower after the establishment of securities and meeting of other standard conditions for availability. Making the bank loan available shall be also dependent on the refinancing of the HSBC bank loan granted to the Shareholder.

Final repayment of the Mortgage Loan shall be effected by the 20 June 2029 the latest. The amounts due shall be repaid in EUR in accordance with the agreed schedule of repayment. With respect to the bank loan granted, the Subsidiary Company shall pay the interest at the variable interest rate 6M EURIBOR increased by the Bank’s margin.

Agreement meets the criteria for considering it as a significant agreement, due to the value of the granted bank loan as well as the value of the objects of security exceeding the value of 10% of the Company’s equity. Said value also includes the amount of the bank loan granted by mBank Hipoteczny S.A. to the subsidiary company Lakia Investments sp. z o.o. as well as the value of securities for this agreement, pursuant to § 2 par. 1 of the Regulation of the Minister of Finance of 19 February 2009 on the current and periodic information provided by the issuers of securities as well as conditions for recognition as equivalent of information required under the laws of a country which is not a member state (the “Regulation”).

There are no associations between the Company or its subsidiaries or company’s officers and the entity for the benefit of which the mortgage was established, the pledgee (mBank Hipoteczny S.A.) and the parties managing it.
Legal basis:
§ 5 par. 1 subpar. 1 and § 5 par. 1 subpar. 3 of the Regulation

Signatures of persons entitled to representation:
Elżbieta Wiczkowska, President of the Board, 18 June, 2014

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