GRIVALIA PROPERTIES R.E.I.C.
ANNOUNCEMENT OF "EUROBANK PROPERTIES REAL ESTATE INVESTMENT COMPANY S.A." FOR THE ACQUISITION OF PROPERTY
UPDATE TO THE REPORT OF "EUROBANK PROPERTIES REAL ESTATE INVESTMENT COMPANY S.A." BOARD OF DIRECTORS PURSUANT TO ARTICLES 9 OF L. 3016/2002 AND 289 OF THE ATHENS EXCHANGE REGULATION
In its report dated 6th August 2007, which was published pursuant to articles 9 of L. 3016/02 and 289 of the Athens Exchange Regulation, the Board of Directors of EUROBANK PROPERTIES REAL ESTATE INVESTMENT COMPANY S.A. (the "Company") stated that the individual investments to which the Company will proceed by utilising the proceeds from the share capital increase as decided by the Extraordinary General Assembly of 3rd September 2007 and 15th October 2007 have not yet been fully determined in relation to specific properties. However, the Company's strategy regarding the use of proceeds, as stated in the aforementioned report, remains as follows: "The Company intends to use the proceeds for the acquisition of high quality office, retail, logistics and industrial spaces, in prime or potentially prime locations both in Greece and in CEE, in order to lease them to corporate tenants in accordance with its investment strategy and in compliance with applicable laws". In the aforementioned report, the Company's Board of Directors committed itself to provide the information required (pursuant to article 289 of the ATHEX Regulation) upon the realisation of the relevant investments and to comply with all its regulatory obligations.
In this context, the Company announces a further step in the materialisation of its investment plan via the conclusion of a promissory contract for the purchase of 100% of the shares of the Greek real investment company under the name TAVROS PROTIPI ANAPTIXI A.E. (hereinafter referred to as the "company under acquisition") for a consideration of euro 50.35 million that was calculated (for the purpose of the purchase price) on a debt and liability free basis. The company under acquisition owns a land plot, having a total area of approximately 5,646sq.m., on which an office building having a total GBA of approximately 24,000sq.m. will be built. The building will be leased to a company, member of EUROBANK EFG Group, upon its completion. The Company will pay an advance of euro 10 million. The signing of the final share purchase agreement is expected to be realized in the first quarter of 2010.
Pursuant to art. 289 of the ATHEX Regulation, par. (4) (c), in case where the share capital increase relates to the acquisition of another company and provided that the total acquisition price exceeds 1 million euro (as in this case) the report must include (a) valuation of the target company and (b) presentation of the target company including full data of the target, summary presentation of the target company, a analysis of its business plan and the timetable of its implementation.
The data under (b) is set below, whereas the valuation under (a), given the special provisions applying to REICs and specifically art. 22 par. 8 of L. 2778/1999 (as in force) which provides that in the case of a promissory contract the valuation of the properties is prepared by a valuer of SOE prior to their final transfer, will be prepared then and will become available as provided by law.
Full data of the target company
The company under acquisition under the name of "TAVROS PROTIPI ANAPTIXI A.E." is 100% subsidiary of "DIMAND S.A.". It was formed at 05/11/2007 and is registered at Athens Prefecture Commercial Registry (FEK 13400-22/11/2007) under number 64636/01AT/B/07/523 on 16/11/2007 and tax registration number 998278786. According to its Articles of Association its seat is at 3, Olimpou street, Municipality of Maroussi.
Summary presentation of the target company
The sole purpose of the company under acquisition is the development and lease of real estate properties.
The share capital of the company under acquisition is euro 1,500,000 divided into 150.000 shares with a nominal value of euro 10 per share. The company is represented by Mr. Dimitrios Andriopoulos and according to the statement of its management has no employees.
"TAVROS PROTIPI ANAPTIXI A.E." owns a land plot having a total surface area of approx. 5,646sq.m., located at Tavros municipality (southern Athens) at the junction of 25 Martiou, Thessalonikis & Teo streets, in close proximity to the electrical railway station of Kallithea. A building will be built, having a total area of approx. 24,000sq.m. GBA.
The acquired company complies with the provisions of article 22, par. 2a of Law 2778/1999 and modified by article 17, par. 3 of Law 3581/2007.
Banking and Creditor's Loan
The company under acquisition has total debt liabilities of euro 7,400,000 which represent a bond loan with Pireos Bank acting as the agent. The remaining liabilities of the company, amount to euro 1,037,196. It is noted that the above mentioned loans will not be repaid at the date of the final share purchase agreement.
Business Plan
"TAVROS PROTIPI ANAPTIXI A.E." owns the plot of land described above and the building which will be built. The property will be leased to a company of EUROBANK EFG Group upon its completion.
It is noted that the Company has also published a relevant press release, as required by law.
In its report dated 6th August 2007, which was published pursuant to articles 9 of L. 3016/02 and 289 of the Athens Exchange Regulation, the Board of Directors of EUROBANK PROPERTIES REAL ESTATE INVESTMENT COMPANY S.A. (the "Company") stated that the individual investments to which the Company will proceed by utilising the proceeds from the share capital increase as decided by the Extraordinary General Assembly of 3rd September 2007 and 15th October 2007 have not yet been fully determined in relation to specific properties. However, the Company's strategy regarding the use of proceeds, as stated in the aforementioned report, remains as follows: "The Company intends to use the proceeds for the acquisition of high quality office, retail, logistics and industrial spaces, in prime or potentially prime locations both in Greece and in CEE, in order to lease them to corporate tenants in accordance with its investment strategy and in compliance with applicable laws". In the aforementioned report, the Company's Board of Directors committed itself to provide the information required (pursuant to article 289 of the ATHEX Regulation) upon the realisation of the relevant investments and to comply with all its regulatory obligations.
In this context, the Company announces a further step in the materialisation of its investment plan via the conclusion of a promissory contract for the purchase of 100% of the shares of the Greek real investment company under the name TAVROS PROTIPI ANAPTIXI A.E. (hereinafter referred to as the "company under acquisition") for a consideration of euro 50.35 million that was calculated (for the purpose of the purchase price) on a debt and liability free basis. The company under acquisition owns a land plot, having a total area of approximately 5,646sq.m., on which an office building having a total GBA of approximately 24,000sq.m. will be built. The building will be leased to a company, member of EUROBANK EFG Group, upon its completion. The Company will pay an advance of euro 10 million. The signing of the final share purchase agreement is expected to be realized in the first quarter of 2010.
Pursuant to art. 289 of the ATHEX Regulation, par. (4) (c), in case where the share capital increase relates to the acquisition of another company and provided that the total acquisition price exceeds 1 million euro (as in this case) the report must include (a) valuation of the target company and (b) presentation of the target company including full data of the target, summary presentation of the target company, a analysis of its business plan and the timetable of its implementation.
The data under (b) is set below, whereas the valuation under (a), given the special provisions applying to REICs and specifically art. 22 par. 8 of L. 2778/1999 (as in force) which provides that in the case of a promissory contract the valuation of the properties is prepared by a valuer of SOE prior to their final transfer, will be prepared then and will become available as provided by law.
Full data of the target company
The company under acquisition under the name of "TAVROS PROTIPI ANAPTIXI A.E." is 100% subsidiary of "DIMAND S.A.". It was formed at 05/11/2007 and is registered at Athens Prefecture Commercial Registry (FEK 13400-22/11/2007) under number 64636/01AT/B/07/523 on 16/11/2007 and tax registration number 998278786. According to its Articles of Association its seat is at 3, Olimpou street, Municipality of Maroussi.
Summary presentation of the target company
The sole purpose of the company under acquisition is the development and lease of real estate properties.
The share capital of the company under acquisition is euro 1,500,000 divided into 150.000 shares with a nominal value of euro 10 per share. The company is represented by Mr. Dimitrios Andriopoulos and according to the statement of its management has no employees.
"TAVROS PROTIPI ANAPTIXI A.E." owns a land plot having a total surface area of approx. 5,646sq.m., located at Tavros municipality (southern Athens) at the junction of 25 Martiou, Thessalonikis & Teo streets, in close proximity to the electrical railway station of Kallithea. A building will be built, having a total area of approx. 24,000sq.m. GBA.
The acquired company complies with the provisions of article 22, par. 2a of Law 2778/1999 and modified by article 17, par. 3 of Law 3581/2007.
Banking and Creditor's Loan
The company under acquisition has total debt liabilities of euro 7,400,000 which represent a bond loan with Pireos Bank acting as the agent. The remaining liabilities of the company, amount to euro 1,037,196. It is noted that the above mentioned loans will not be repaid at the date of the final share purchase agreement.
Business Plan
"TAVROS PROTIPI ANAPTIXI A.E." owns the plot of land described above and the building which will be built. The property will be leased to a company of EUROBANK EFG Group upon its completion.
It is noted that the Company has also published a relevant press release, as required by law.