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Concluding an important agreement by the Company (agreement for sale of the developed real property in Piastów and movables located within this real property) and disposal of important Company's assets
Management Board of Centrum Klima S.A. with registered office in Wieruchów (hereinafter "the Company") hereby publishes the information that yesterday (27th December 2010) the Company, executing the preliminary sale agreement of 1st July 2010 (which was announced by the Company in current report no. 23/2010 and current report no. 37/2010), concluded the agreement for sale (hereinafter "the Agreement") with "MULTIDEKOR" G. Podogrocki, T. Podogrocki, general partnership with registered office in Reguły (hereinafter "the Buyer"). The Agreement concerned the sale of real property consisting of a developed plot listed in the Land Register at no. 276/1 (two hundred seventy six slash one), with the area of 9,969 m2 (nine thousand nine hundred sixty nine square meters), located in Mazovian Province, Pruszków County, in Piastów, at ul. Noakowskiego nr 4, (hereinafter "the Real Property") and the movables located within the Real Property, mentioned in detail in Attachment no. 2 to the Agreement (hereinafter "the Movables").
The Real Property includes land, administration building, gatehouse building, production building (joinery), warehouse with steel structure, (extended) warehouse,, staff rooms and office annex, profiles warehouse, warehouse-production hall with an umbrella roof, tanks for waste liquids and car parks.
Based on the Agreement, the Company sold the Real Property and the Movables, free of any encumbrances, to the Buyer, against the price of net PLN 10,400,000 (ten million four hundred thousand), increased by due tax on goods and services, so for the total price of gross PLN 12,688,000 (twelve million six hundred eighty eight thousand) (including 22% VAT tax).
Disposal of important assets (the Real Property and Movables) took place on the day of concluding the Agreement.
Accounting value of the disposed assets (the Real Property and Movables) in the accounting books of the Company was PLN 8,685 thousand as at the day of concluding the Agreement.
The Parties agreed on the total net price for the individual above mentioned elements of the Real Property in the total amount of net PLN 10,200,000 and the price of Movables in the total amount of net PLN 200,000.
The Parties agreed that the sale price of the Real Property and Movables shall be paid in the following way:
- net PLN 1,000,000 (one million), so gross PLN 1,220,000 (one million two hundred twenty thousand) shall be paid on the date of concluding the Agreement (the Parties included the amount of advance payment paid by the Buyer based on the above mentioned preliminary agreement of 1st July 2010 in this part of the price),
- net PLN 9,400,000 (nine million four hundred thousand), so gross PLN 11,468,000 (eleven million four hundred sixty eight thousand) shall be paid after concluding the Agreement, including the amount gross PLN 2,628,000 (two million six hundred twenty eight thousand) from own contribution of the Buyer until 17th January 2011 and the amount of gross PLN 8,840,000 (eight million eight hundred forty thousand) from bank loan funds until 20th January 2011.
To secure the payment of the remaining part of the price the Buyer established a regular contractual mortgage in the amount of PLN 11,468,000 on the Real Property for the benefit of the Company.
The Parties agreed that the release of the Real Property and Movables into autonomous possession shall take place upon signing the Agreement (since the Real Property and Movables had been subject to conditional possession of the Buyer since 19th October 2010, based on the lease agreement of Real Property and Movables concluded between the Parties on 1st September 2010).
No provisions concerning contractual penalties were included in the Agreement. The Agreement was not concluded conditionally or with the reservation to the date.
The Agreement was considered as important since the value of its subject exceeds 10% of the value of the Company's equity.
Assets were considered as important since their total value exceeds 10% of the value of the Company's equity.
There are not ties between the Company, the persons managing or supervising the Company and the Buyer and persons managing the Buyer.
The Agreement was not concluded with the Company's affiliated entity.
Legal basis:
art. 56 item 1 point 2 in connection with art. 56 item 5 of the Offer - Current and Periodical Information Law in connection with §5 item 1 point 3 of the Ordinance of the Minister of Finance of 19th February 2009 concerning current and periodical information provided by issuers of securities and the conditions for considering information required by legal regulations of a state other than a member state as equivalent. |
2010