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EPP N.V. - Disposal of EPPs shares in the Towarowa 22 development

Release Date: 24/02/2022 10:02
Code(s): EPP     PDF:  
Wrap Text
Disposal of EPP’s shares in the Towarowa 22 development

EPP N.V.
(Incorporated in The Netherlands)
(Company number 64965945)
JSE share code: EPP
ISIN: NL0011983374
LEI Code: 7245003P7O9N5BN8C098
("EPP" or the "Company")


DISPOSAL OF EPP'S SHARES IN THE TOWAROWA 22 DEVELOPMENT


INTRODUCTION
Shareholders are advised that EPP has, together with its wholly-owned subsidiary EPP GP B.V. (together, the
"seller"), entered into a preliminary sale of shares agreement with AFI Europe N.V. (a wholly-owned subsidiary
of AFI Properties Ltd.) (together, the "purchaser") to dispose of EPP's shares in a Polish company that holds
70% in a partnership that holds perpetual usufruct rights in respect of land plots of approximately 65 000 m2 in
central Warsaw, located at 22 Towarowa Street, Warsaw, for a total cash consideration that may amount to circa
EUR127 million (the "disposal" or the "transaction").

RATIONALE AND USE OF PROCEEDS
The disposal is in line with EPP's strategy to dispose of non-core assets. The proceeds from the disposal will be
utilised to pay down debt funding.

TERMS OF THE DISPOSAL AND CONDITIONS PRECEDENT
In terms of the preliminary sale of shares agreement, the purchaser will pay EUR 70.8 million of the purchase
consideration to the seller upon completion of the transaction. Net proceeds to the seller will be reduced by top-
up of the purchase price which is due to be paid by the seller to the original owners of the plots, and other
transactional costs. The remainder of the consideration will be paid according to milestones agreed between the
parties.

The transaction is subject to the final sale of shares agreement being entered into by the seller and the purchaser
subsequent to the satisfaction of the conditions precedent, including among others receipt of antitrust clearance
by the long stop date, being 31 December 2022.

The effective date of the transaction will be upon fulfilment of the conditions precedent, which is expected within
the next 4-6 months.

The preliminary sale of shares agreement contains warranties, indemnities and undertakings which are normal
for a transaction of this nature.

PROPERTY SPECIFIC INFORMATION

 Property        Location         Sector              Total area         Maximum                       Valuation
 name                                                       (m2)        disposal
                                                                   consideration
                                                                            (EUR)
 Towarowa 22     Warsaw,          Mixed use               65 700     127 million   Full value at the end of year
                 Poland                                                                 2021 – EUR 122.3 million
                                                                                      (EPP ownership at the time
                                                                                   of closing of the transaction
                                                                                        (70%) has therefore been
                                                                                              valued at EUR 85.6
                                                                                                        million)

The property was valued by Savills as at 31 December 2021.

The property is held for development and thus does not generate any income at present.

CATEGORISATION OF THE DISPOSAL
The disposal is classified as a category 2 transaction in terms of the JSE Listings Requirements and accordingly,
is not subject to approval by EPP shareholders.

24 February 2022

JSE sponsor
Java Capital

Luxembourg Stock Exchange Listing Agent
Harneys

For more information:

Curwin Rittles, Investor Relations, EPP
Mobile: +48 885 982 310
Curwin.rittles@epp-poland.com

Java Capital, JSE Sponsor
Phone: +27 (0)78 456 9999

Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent
Phone: +352 27 86 71 02

Singular Systems IR
Michèle Mackey
+27 (0)10 003 0700/+27 (0)82 497 9827
michele@singular.co.za

Date: 24-02-2022 10:02:00
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