2018 Current Reports EN

43/2018 Supplement to the current report no. 36/2018

With reference to the current report no 36/2018 published on 14 September 2018, the Issuer supplements the annex to the above mentioned report in a manner that in the description of the professional experience of the member of the Supervisory Board Gabriela Gryger point 6 with the following wording is added:

„6. From 27.03.2018 – Member of the Supervisory Board of ROBYG S.A.”.

Additionally, in the next paragraph the following sentence is added: „In the opinion of the Company, activities of Gabriela Gryger are not in competition against the activities conducted in the Issuer’s enterprise with a reservation that, considering the scope of the business actually conducted, activities of Robyg S.A. are, in the opinion of the Company, in competition against the Company in a scope limited to one administrative area, i.e. the capital city of Warsaw”.

Signatures of persons representing the Issuer:

Elżbieta Wiczkowska, President of the Board, 14 December 2018

42/2018 Registration of the cross-border connection CPD S.A. and BUFFY HOLDINGS NO. 1 LIMITED

With reference to current reports 45/2017 of December 13, 2017, 47/2017 of December 22, 2017, 15/2018 of April 3, 2018 and 17/2018 of April 26, 2018 CPD stock exchange company with its registered office in Warsaw (“Company”, “Issuer” or “Acquiring Company”), the Management Board informs about the registration of the merger of the Company with the Issuer’s subsidiary on 22 November 2018 (“Merger Day”) i.e. BUFFY HOLDINGS NO. 1 LIMITED with its registered office in Nicosia, Cyprus, a limited liability company established under Cypriot law, address: Kyriakou Matsi, 24, Palaichori, 2740, Nicosia, Cyprus, entered into the companies register kept by the Ministry of Energy, Trade, Industry and Tourism of the Republic of Cyprus under registration number HE 166076 (“BUFFY” or “Acquired Company”).

 

The merger took place through the transfer of all assets of BUFFY to the Company, i.e. by way of the takeover of the company BUFFY in the mode specified in art. 492 § 1 point 1) of the Code of Commercial Companies and the definition of the word “merger” in Section 201I (c) of the Cypriot Law on Companies, Cap. 113 on the terms specified in the Merger Plan adopted on 22/12/2017, made available free of charge on the Company’s website at https://www.cpdsa.pl/ogloszenie-wspolnego-planu-placzenie-transgranicznego-cpd-spolka- joint-stock-and-holdings-buffy-no-1-limited /. According to the content of art. 494 § 1 k.s.h. the Issuer entered into merger with all the rights and obligations of the Acquired Company. Due to the fact that the Company was the only shareholder of BUFFY, the merger was carried out without increasing the share capital of the Company.

 

Legal basis:

Article 17.1 MAR – Inside information

 

Signatures of persons representing the Issuer:

Elżbieta Wiczkowska, President of the Board, 23 November 2018

41/2018 Conclusion of Sale Agreement of Rights to perpetual usufruct of a real estate owned by subsidiaries of the Issuer

The Management Board of CPD SA (“Issuer”) informs that subsidiaries of Issuer 2/124 Gaston Investments spółka z ograniczoną odpowiedzialnością sp. k. with its registered office in Warsaw and 3/93 Gaston Investments spółka z ograniczoną odpowiedzialnością sp. k. with its registered office in Warsaw (the “Sellers”), 15th of November of 2018 concluded a preliminary agreement for sale of the perpetual usufruct of right to the properties consisting of plot no. 124/2, zone no. 2-09-09 with an area of 10,726 m2, and plot no. 93/3, zone no. 2-09-09 with an area of 25,830 m2 located in Warsaw, Ursus District (“Agreement”) to NEWTOWNS spółka z ograniczoną odpowiedzialnością (“Purchaser”).

According to the provisions of the Local Master Plan, the real estate is in majority intended for services and multi-family housing.

The selling price of perpetual usufruct rights has been set at PLN 70,669,350 (“Price”).

The Purchaser paid an advance payment of 10% of the Price. In order to secure the advance payment by the Sellers, on the Seller’s perpetual usufruct rights, the mortgage was established up to the amount of the advance payment which shall be increased with eventual interests and execution costs and voluntarily submit itself to enforcement pursuant to article 777 of the Code of Civil Proceedings for its obligation to return the advance payment which shall be increased with eventual interests and execution costs.

The remaining provisions of the Agreements concluded by the Seller do not differ from the standards commonly applicable to this type of contracts.

  

Legal basis:

Article 17.1 MAR – Inside information

 

Signatures of persons representing the Issuer:

Elżbieta Wiczkowska, President of the Board, 15 November 2018

40/2018 Fulfillment of conditions of Investment Agreement concluded by CPD S.A. and its subsidiaries

Management Board of CPD SA (hereinafter the “Company”) informs that all conditions precedent of the Investment Agreement dated on 22nd of February 2017, which was amended on 2nd of August 2017 and 26th of October 2018 have been met, in accordance with the provisions of current reports no. 3/2017 dated 1st of March 2017, no. 31/2017 dated 2nd of August 2017 and no. 39/2018 dated 26th of October 2018.

Unidevelopment S.A. made the first part of own contribution in accordance to provisions of the Investment Agreement. At the same time, all annexes to the Investment Agreement were agreed (accepted), which was a condition of entry into force of this Agreement.

Legal basis:
Article 17.1 MAR – Inside information

Signatures of the persons entitled to representation:
Elżbieta Wiczkowska, President of the Board, 8th of November 2018

39/2018 The amended to the Investment Agreement concluded by CPD S.A. and its subsidiaries

The Management Board of CPD S.A. (the “Company”, “Issuer”) in reference to Current Report No. 3/2017 of March 1, 2017 and Current Report No. 31/2017 of August 2, 2017, informing on execution of the Investment Agreement (the Investment Agreement) on joint construction project consisting in realisation of a complex of residential buildings with ancillary infrastructure in Ursus district in Warsaw, hereby informs that on October 26, 2018, the Amendment and rested to the Investment Agreement (the “Amendment to the Agreement”) was adopted.

The parties to the Amendment to the Agreement are the same parties as to the Investment Agreement, ie: Issuer, Challange Eighteen sp. o.o. with its registered (hereinafter referred to as “Subsidiary Company”), URSA PARK Smart City limited liability limited partnership with its registered office in Warsaw (hereinafter “Subsidiary Company”, “Limited Partnership”), Lakia Enterprise Ltd with its registered office in Nicosia (Cyprus) (hereinafter “Subsidiary Company”) and Unibep S.A. with its registered in Bielsk Podlaski and Unidevelopment S.A. with its registered in Warsaw.

The subject metter of the Amendment to the Agreement is the amend the Investment Agreement by revoking its wording in full and replacing it and extending the scope of the project implementation to the whole of the following property. The Amendment to the Agreement provides for the joint implementation of investment building on the property (the “Property”) owned by the Group CPD S.A. ie. the company URSA PARK Smart City limited liability limited partnership in Warsaw (the “Limited Partnership”), which is the perpetual usufructuary of plots No. 113/1, 113/2, 113/4, 113/6 and 113/7 no. rpm. reg. no. 2-09-09, with an area of 4,944 ha and is located at Traktorzystów Street in Warsaw (Warsaw district – Ursus).

Part of the Property of ca. 1.36 ha is currently used for construction in two stages of residential buildings with shops and ancillary infrastructure, with a total usable area of approx. PLN 21,000 PUM/PUU, whose the general contractor is the company Unibep S.A. and the company Unidevelopment S.A. provides services of investor representation (Project 1).

The two subsequent projects, each divided into two stages, will consist in construction of a complex of residential buildings with shops and ancillary infrastructure, with a total usable area of over 40,000. PUM / PUU (Project 2 and Project 3). Project 2 will start further to fulfilment by Unidevelopment of the obligation provided in the Amended Agreement concerning capital engagement in the Limited Partnership, which should take place within 14 days of execution of the Amended Agreement. Project 3 is expected to start in the 1st quarter of 2019, however the final date of commencement of that stage of the Investment will be set in a separate decision.

The amended to the Agreement also includes marketing activities related to the sale of units produced under the Projects, and then on the total sales of usable space of the Project, profit division regulations from the sale of Project, and other financial settlements between the Parties and possible liability for infringement of the Agreement, with each Party’s contractual penalties being limited to zł 5 million.

Participation of CPD S.A. Group in the Project relay on: implementation of the Project on the Property belonging to the Limited Partnership and the provision by Gaston Investments sp. o.o. of financial and operational control and supervision of Unibep S.A. as the general contractor.

The amended to the Agreement will become effective on condition of fulfilment by Unidevelopment S.A. of the afore-mentioned obligation of capital engagement in the Limited Partnership within 14 days of execution thereof and on condition of agreement (acceptance) by the Parties to all schedules to the Agreement by 15 November 2018. If the Amended Agreement does not become effective, the Parties will adhere to the investment agreement in its previous wording.

 

Legal basis:

Article 17.1 MAR – Inside information

 

Signatures of the persons entitled to representation:

Elżbieta Donata Wiczkowska, President of the Board, 26 October, 2018

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