Offer made to purchase holding of real estate companies

REINO Capital S.A. in a consortium with RF CorVal International Holdings Ltd and Roberts Constructions Holdings Ltd has made an offer to purchase a real estate group in Poland consisting of operating companies and assets that according to the Company’s estimates total approx. PLN 1.3 billion gross.

The offer provides for the acquisition of a 100% stake in all companies being part of the holding, including real estate service providers and special purpose vehicles owning properties that are the subject of projects at various stages, including existing income-generating properties.

The Company intends to complete the transaction in a strategic cooperation with RF CorVal International Holdings Ltd. and Roberts Constructions Holdings Ltd., which was communicated by the Company in current report 18/2019 of 29 May 2019.

Under the offer, the special purpose vehicles owning investment assets (properties) will be purchased, through the following sub-funds: Core+ Office Compartment (with a dividend strategy), Office Development Compartment (property development strategy) and Residential Compartment (residential strategy), by Luxembourg-based REINO Fund IV SCA SICAV-RAIF, the sole general partner in which is a subsidiary of the Issuer – REINO Capital Management Sarl, based in Luxembourg.

The service providers will be purchased by the Issuer and by RF CorVal or Roberts Constructions Holdings Ltd in a proportion ensuring an equal share in equity and votes.

The transaction will be financed with funds raised by the consortium and selected co-investors, as part of REINO Fund IV SCA SICAV-RAIF sub-funds.

The offer is binding and is based on the following key assumptions:

valuation of the assets covered by the offered price will be updated on the Transaction completion date in accordance with a presented methodology,

price terms will be updated on the Transaction completion date based on a pricing formula that takes into account a change in the value of the properties and projects over time and an update of balance sheet data of the companies being acquired, including special purpose vehicles,

all data and information provided by the vendor will be validated in the course of due diligence or supplemented in accordance with the buyer’s expectations,

compliance with the preliminary conditions specified in the sale agreement draft, including a positive outcome of due diligence and approval from the Office of Competition and Consumer Protection (UOKiK), where necessary.

If the offer is accepted by the vendors, the Company expects to be granted an exclusive right to execute the Transaction for a period of three months, as required for the purposes of the due diligence process and for negotiating the terms of transaction documentation.

According to the Company’s Management Board, acquiring the group will constitute an important step in implementing the Company’s strategy, one that will generate strong asset management revenue and grow the group by including property service providers that supplement REINO Partners’ competences.