RANK PROGRESS SA (17/2017) Conclusion of a cooperation agreement for the implementation of a development investment

The Management Board of Rank Progress S.A. ("Issuer") with reference to Current Report No. 16/2017 of 4 December 2017, informs that on December 15, 2017, the Issuer concluded with Vantage Development SA, an investment agreement ("Agreement"), specifying rules and stages conducting a joint development project consisting in the implementation of an investment in the form of a housing complex with complementary commercial, service and office function ("Investment") in the real estate subject to perpetual usufruct, located in Wrocław at Wejherowska and Białowieska streets with a total area of ​​14 ha ("Real Property" "). The parties confirmed that the total value of the perpetual usufruct right to the Real Property is PLN 159.6 million. Parties assume the implementation of investments in two parts, which will be further divided into investment stages. The individual stages of the Investment are to be implemented by special purpose vehicles appointed for this purpose. In each of the special purpose vehicles, the Issuer will ultimately comprise 45% of shares, while Vantage Development SA will hold 55% of shares, or in the case of partnerships, their share in the profit in these companies will have an analogical percentage. Ultimately, as part of the implementation of the entire investment and its settlement, the Issuer will receive a refund constituting a fixed value of perpetual usufruct right in the amount of PLN 159.6 million. At the same time, the Parties assume concentrations of land designated for the implementation of the Investment, in one company, and then locate them land in individual special purpose vehicles designated for the implementation of a specific stage of the Investment. The share structure of this company will ultimately be analogous to target companies. The described company will be recapitalised in accordance with the schedule specified by the Parties. By the end of May 2020, Vantage Development S.A undertook to transfer funds to the company in the total amount of PLN 88 million. Therefore, for the implementation of the first part of the investment, the Issuer: 1) On December 15, 2018, it transferred to a company that will have all the rights and obligations under the preliminary purchase agreement, which the Issuer reported in the current report No. 36/2016 on December 20, 2016 and current report No. 15/2017 on October 31, 2017 for the price of 29.3PLN million net in exchange for taking up shares, 2) by May 31, 2018 will sell some of the right of perpetual usufruct of land to the company with land for PLN 29.3 million net, and PLN 18 million will be used to repay obligations towards BOŚ SA under the loan agreement, which the Issuer reported in the current report No. 23/2016 on 09 June 2016. The first part of the investment includes the implementation of approximately 1 100 apartments and commercial premises and approximately 14.5 thousand. m2 of office space. The second part of the investment will comprise about 1 300 miszkań and service premises. The implementation of the second part of the investment is conditioned by the submission by Vantage Development S.A. declaration on the will to implement the investment on part of the property and submission of PLN 17 million to the notary deposit, by May 31, 2018. The implementation of the Investment under the Agreement includes a condition for the consent of the President of UOKiK to concentrate by the Issuer and Vantage Development SA

Source: company website, investor relations, current and periodic reports.

Company information
Company name:Rank Progress SA
Adress: ul. Złotoryjska 63 59-220 Legnica
Phone:+48 76 7467766

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