Significant frame contract concluded between Apator SA and associated company
The Executive Board of Apator SA performing the strategy of development plans to move the activity of Apator SA to Pomeranian Special Economic Zone in 2012 where it has got the property located in Ostaszewo, Łysomice commune. The change of location of the company will enable to construct modern production and development center and to make restructuring of Grupa Apator which will produce the effect of considerable cost reduction of the activity. The manufacturing of electronic electricity meters within Grupa Apator will be performed in new location of Apator SA exclusively.Further to the above the following new big investments will be performed- increase of production capability of printed circuit boards and the assembly of electricity meters,- automation of production processes- modernization of the method of storing of electronic elementsMoreover, the processing of plastics currently being preformed in three companies in Grupa Apator will be located in new company where new innovative solutions will be implemented like for example central distribution of plastics. Construction of production and development center will be financed by selling the property where currently Apator SA is located. The Executive Board of Apator SA announces that on the 18th April 2011 Apator SA and Galeria Copernicus Toruń 2 sp. z o.o. with the headquarters in Warsaw concluded preliminary sales contract of the right of perpetual use and buildings and constructions being the separate object of property located in Toruń at Żółkiewski Street 21/29 (“Property”).The total price of the Property was valuated for the amount of 34.072.000 PLN and it is allowed to be increased by 2 m PLN if the Seller will make some additional investment at its cost. According to the contract the Buyer will make payment of 7 m PLN in favour of the Seller. The outstanding part due will be paid by the Buyer on escrow or it will be replaced by bank guarantee.If conclusion of the final contract is not reached due to the reasons of one of the party:- the Buyer - advance payment is lost in favour of the Seller,- the Seller - advance payment is returned to the Buyer in doubleIn case of lack of payment of advance payment or lack of payment on escrow by the Buyer then the Seller has got the right to withdraw from the contract with immediate effect.The conditions of preliminary contract enabling to conclude the final contract are the following:- change of local spatial development plan obligatory for the property in the manner allowing to perform the investment planned by the Buyer; - - getting the ultimate decision on environmental conditions of the investment planned by the Buyer;- getting the ultimate decision on approval of civil project allowing to construction of the Property to perform the investment planned by the Buyer;- cancellation of the mortgage for the Property not later than before the 30th June 2012;- the property will be free of debts, charges and rights and claims of the third persons including limited property right and limitations in management;- getting positive result of the research of the Property (legal and the facts of the case);- getting the certificate confirming that the Seller has not tax arrears and it is not due social premium or indicating the amount of any arrears. The preliminary contract says that conclusion of the final contract will be on the 10th weekday after the last condition of the preliminary contract is met, but not later than till the 31st July 2012. The transfer of the Property to the Buyer will be made till the 8th August 2012.If the Seller after conclusion of the final contract does not transfer the Property to the Buyer till the 8th August 2012, the Seller will be obligated to make payment to the Buyer the liquidated damages in amount of equal 0,25% of the price for each day of the delay. The book value of the sell off Property is about 14 m PLN. During the negotiations with the Buyer, Apator SA has committed to take some measures aiming to guarantee:- return the advance payment in double in case of lack of conclusion of the final contract due to reasons on side of Apator SA - lack of charging of the Property by mortgages on the day of conclusion of the final contract and therefore1) Apator SA signed with Bank Handlowy w Warszawie SA the annex to the long term loan contract concluded in 2008 for the purchase of the shares of Powogaz (current report 12/2008 dated the 25th April 2008)According to the annex:- the period for the repayment of the loan was shortened from the date – the 28th June 2013 to the date - the 29th June 2012- Apator SA made the additional repayment of the loan in the amount of 7000 000 PLN,- two installments of the loan are outstanding to be repaid – one in 2011 in amount of 9 000 PLN and the second in 2012 in amount of 11 000 000 PLN Further to the repayment made of the part of capital installment of the loan, the property mortgage of Apator SA was decreased from 33.750 000 PLN to 25.000 000 PLN2) Apator Mining sp. z o.o. - the subsidiary and Bank Handlowy w Warszawie SA signed the contract on establishment of lien registered over 2 million shares of Apator SA to the highest security amount of 60.000 PLNThe lien covers:- the repayment of working capital loan of Apator SA in amount of 12 000 000 PLN and it enabled to cancel the mortgage in amount of 15.000.000 PLN established for this loan- guarantee issued by Bank Handlowy w Warszawie SA of possible return of the advance payment in double.The preliminary sales contract has been considered as the significant one due to the excess of the value of 10% of equity of Apator SA. In the recent twelve months neither Apator SA nor any other entity in Grupa Apator concluded any contracts with Galeria Copernicus Toruń 2 sp. z o.o. with headquarters in Warsaw.Moreover, there are no connections between entities of Grupa Apator and their persons in management and supervisory body and Galleria Copernicus Toruń 2 sp. z o.o. with headquarters in Warsaw and its persons in management. Legal base of the current report:§ 5 para 1 points 1 and 3 of the Resolution of Ministry of Finance dated the 19th February 2009 regarding current and regular information being transferred by the issuers of securities and conditions of the information to be considered as equivalent one required by law of the country not being the member of the EU.
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