2012 Current Reports EN

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. („the Company”) informs, that on 12 July, 2012 A series subscription warrants were offered to entitled persons, according to the resolution No. 22 of the Annual General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. held on 24 May 2012. The entitled persons took-up all offered subscription warrants. Afterwards the entitled persons have exercised rights from subscription warrants and took-up 163.214 C series bearer shares of the Company of the nominal value 10 gr (ten groszy) each. The entitled persons were the persons who were performing a function in the Management Board of the Company’s Management Board on 12 July 2012 and owned A series subscription warrants, entitling to take-up in total up to 163.214 C series shares. Following the take-up of C series shares, the subscription warrants have lost their validity. Rights from C series shares shall be created at the moment of their registration on the securities accounts of entitled persons.

The C series shares issue was done on the basis of the resolution No. 23 of the Annual General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. held on 24 May 2012, on: conditional shares capital increase with exclusion of the pre-emption right with respect to C series shares, amendments to Company’s statute, deprivation of current shareholders of the pre-emption right with respect to C series shares, dematerialization of the C series shares and application to admit and introduce the C series shares to the regulated market, communicated by the Company by the current report No.12/2012. The conditional share capital increase by the amount not higher than 16.321,40 PLN was registered by the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register on 19 June 2012, as communicated by the Company by the current report No. 18/2012.

Following the issue of C series shares, the Company shall present applications to the National Depository of Securities S.A. and to the Warsaw Stock Exchange S.A. for registration of C series shares and their introduction to trading on a regulated market.

Legal basis:
Article 56.1.1 of the Act on Public Offering – Confidential information

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Management Board, 12 July 2012
2. Aled Rhys Jones, Member of the Management Board, 12 July 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. informs, that today was informed of receipt on July 3, 2012 of the decision of the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register on the registration on 19 June 2012 of the conditional share capital increase by the amount not higher than 16.321,40 zł.

The conditional share capital increase was realized on the basis of the Resolution No. 23 of the Annual General Meeting of CELTIC PROPERTY DEVELOPMENTS S.A. held on 24 May 2012 on: the conditional increase of the Company’s share capital with the exclusion of the preemption right with respect to shares Series C, amendment to the Articles of Association of the Company, deprivation of current shareholders of the pre-emption right with respect to the shares Series C, dematerialization of the shares Series C and application to admit and introduce the shares Series C to the regulated market. The contents of this resolution were communicated by the Company in the current report No. 12/2012.

The conditional share capital increase is effected by the issue of up to 163 214 (in words: one hundred sixty three thousand two hundred and fourteen) Company’s ordinary bearer shares Series C, with the nominal value of 0.10 zlotys (in words: ten groszy) each. Conditional increase of the share capital is effected in order to enable entitled persons who hold the subscription warrants series A to exercise the rights to take up no more than 163 214 (in words: one hundred sixty three thousand two hundred fourteen) C series shares. The entitled persons are persons who are members of the Company’s Management Board at the moment of submitting the declaration on taking up of C series shares.

In connection with the registration of the conditional capital increase referred to above, the amendment to the Company’s Statute was also registered. After § 4a of the Company’s Statute a new § 4b was added with the following wording: „§ 4b. On the basis of the resolution of the Annual General Meeting no 23 of 24 May 2012, the share capital has been conditionally increased by the amount of up to 16,321.40 zlotys (in words: sixteen thousand three hundred and twenty one 40/100 zlotys) by way of issue of up to 163 214 (in words: one hundred sixty three thousand two hundred fourteen) Company’s ordinary bearer shares series C with the nominal value of 0.10 zlotys (in words: ten groszys) each and the total nominal value of up to 16,321.40 zlotys (in words: sixteen thousand three hundred and twenty one 40/100 zlotys).”

Following the registration of the above mentioned amendment by the Court, CELTIC PROPERTY DEVELOPMENTS S.A. communicate consolidated text of the Company’s Statute, which include the amendment mentioned above as an attachment to this report.

Legal basis:
Article 56.1.2 of the Act on Public Offering – current and periodic information

Signatures of persons entitled to representation:
1. Elżbieta Donata Wiczkowska, Member of the Board, 4 July 2012
2. Aled Rhys Jones, Member of the Board, 4 July 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (“the Company”) informs, that today was informed that the sale agreement (“the Agreement”) was signed regarding the sale of all shares in Tenth Planet d.o.o, headquartered in Kotor, Republic of Montenegro.

100% of shares in Tenth Planet d.o.o, of total nominal value of EUR 10.000,00, were owned by Lakia Enterprises Limited, headquartered in Nicosia, Cyprus, which is a subsidiary of CELTIC PROPERTY DEVELOPMENTS S.A. As a result of the transaction, neither CELTIC PROPERTY DEVELOPMENTS S.A. nor its subsidiaries companies hold shares in Tenth Planet d.o.o. Tenth Planet d.o.o. was the owner of the real estates situated in Risan, Zagora and Dobrota in Republic of Montenegro.

The conclusion of the Agreement is not a significant agreement within the meaning of the Decree of Minister of Finance of 19 February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of nonmember state. The Management Board informs the public about the Agreement, following the fact that the conclusion of this Agreement constitutes an element of the implementation of Company’s strategy, adopted in 4Q 2011 and focusing on the realization of Ursus project and sale of other projects from the Group portfolio.

Legal basis:
Article 56.1.2 of the Act on Public Offering – current and periodic information

Signatures of persons entitled to representation:
1. Andrew Morrison Shepherd, President of the Management Board, 2 July 2012
2. Elżbieta Donata Wiczkowska, Member of the Management Board, 2 July 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (The Company), in relation to the current report No 19/2011 published on 29 July 2011, hereby announces, that today was informed that on 15 June 2012 the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register, issued a decision on the remove from the National Court Register of the company Darvest Investments Sp. z o.o. w likwidacji, headquartered in Warsaw, (KRS 0000243785; REGON 140282197; NIP 5272487734), a subsidiary of Celtic Property Developments S.A., with regard to the completion of its liquidation process.

Legal basis:
Article 56.1.2 of the Act on Public Offering and Conditions for the Introduction of Financial Instruments to the Organized Trading System, and on Public Companies of July 29, 2005 – current and periodic information

Signatures of persons entitled to representation:
1. Andrew Morrison Shepherd, President of the Management Board, 2 July, 2012
2. Elżbieta Donata Wiczkowska, Member of the Management Board, 2 July 2012

The Management Board of CELTIC PROPERTY DEVELOPMENTS S.A. (“the Company”, “the Issuer”) informs that today received the decision of the District Court for the Capital City of Warsaw in Warsaw, XI Commercial Division – Register of Pledges – on the basis of which on 22 May 2012 the entry in the Register of Pledges has been made on the shares of the Issuer’s subsidiary Belise Investments Sp. z o.o. based in Warsaw, Poland.

The agreement on the establishment of registered and financial pledges on Belise Investments Sp. z o.o. shares (“the Agreement”) was concluded on 4 April 2012 by and between Bank Zachodni WBK S.A., based in Wrocław, Poland (“Pledgee”) and Lakia Enterprises Limited, based in Nicosia, Cyprus (“Pledgor”) with regard to the execution of provisions of the loan agreement concluded on 12 August 2011 (“Loan Agreement”), reported by the Company in the Current Report No. 20/2011 and associated to the execution of the IRIS office building project, at Cybernetyki 9 street, in Warsaw. The pledge is to secure the payment of the Company’s obligation, i.e the VAT loan, arising from the Loan Agreement.

The registered pledge was established on 1000 (one thousand) of shares in the share capital of Belise Investments sp. z o.o., with the nominal value of PLN 50,00 each.

1000 of shares in the share capital represent approximately 91% of the total number of shares (amounting to 1100) in the share capital of this company. Total nominal value of the 1000 shares amounts to PLN 50,00The registered pledge was established to the highest amount of security – VAT loan of PLN 4,200,000.00 in order to secure obligations arising from the Loan Agreement. The book value of shares which are subject to the pledge amounts to PLN 5,000,000.00 and is higher than the amount of EUR 1,000,000.00.

Neither the Company and their managing persons nor the Bank Zachodni WBK S.A. and their managing persons are related parties within the meaning of Article 2.1.32 of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of nonmember state.

The shares in the company Belise Investments Sp. z o.o. are considered by the Issuer and its subsidiary company Lakia Enterprises Limited, as a long-term investment. The Company’s subsidiary – Lakia Enterprises Limited – owns in total 1.100 shares in Belise Investments Sp. z o.o share capital, which represent 100% of the share capital and 100% of votes in the General Meeting of Belise Investments Sp. z o.o.

Legal basis:
Article 56.1.2 of the Act on Public Offering and Conditions for the Introduction of Financial Instruments to the Organized Trading System, and on Public Companies of July 29, 2005 – current and periodic information; Art. 5.1.1. of the Decree of Minister of Finance dated 19th of February 2009 on current and periodic information published by issuers of securities and conditions for recognizing as equivalent information required by law of nonmember state

Signatures of persons entitled to representation:
1. Christopher Bruce, Member of the Management Board, 6 June 2012
2. Elżbieta Donata Wiczkowska, Member of the Management Board, 6 June 2012