RB nr 34/2010

Legal basis: Art. 56 subpar. 1 pt. 2 of the Act on Public Offering – current and periodic information

The Management Board of MCI Management S.A. (hereinafter “Company”, “MCI”) informs that on November 22, 2010 MCI signed with Immoventures Sp. z o.o. agreements of sale of assets in the form of bonds and shares to the Company. This means that the obliging agreement concluded between them on October 31, 2010 was fulfilled by both companies. The obliging agreement, which was considered by the Company significant agreement, was described in detail in Current Report no. 32/2010 from November 2, 2010. Under the signed agreements of sale MCI bought the following assets from Immoventures Sp. z o.o.: (i) 42,150 bonds in ImmoPartners SpĂłłka z ograniczoną odpowiedzialnością w organizacji SKA (IP SKA) for the total price of PLN 42,150,000.00; (ii) 50.000 shares in IP SKA for the total price of PLN 50,000.00, (iii) 100 shares in ImmoPartners Sp. z o.o. for the total price of PLN 5,000.00. The aggregate purchase price of the assets was PLN 42,205,000.00.
The agreements of sale of assets referred to above could be performed by the Company as IP SKA issued earlier bonds of the total value of PLN 42,150,000.00 to finance the purchase price of real estate assets and securities of the total value of PLN 42,150,000.00 from Immoventures Sp. z o.o. The value of real estate assets traded between Immoventures Sp. z o.o. and IP SKA was established on the basis of valuation by an independent appraiser and verified by a reputed auditor.
On November 22, 2010 MCI received a demand from Immoventures Sp. z o.o. for the purchase prices of the bonds and shares described above to be paid by offering Immoventures Sp. z o.o. subscription of shares in MCI in new issue at 7.53 PLN/share. On the same day the Management Board of MCI adopted two resolutions (in the form of a notarized deed) on issue of 2,350,000 T1 bearer shares and on issue of 3,254,913 T2 ordinary registered shares, in total 5,604,913 shares. T1 shares and T2 shares, with their face value of PLN 1.00 per share were issued at PLN 7.53 per share. The total issue value of T1 shares and T2 shares is PLN 42,204,994.89. All T1 shares and T2 shares were offered (on November 23, 2010) to Immoventures Sp. z o.o.
In the situation when the offer of acquisition of T1 shares and T2 shares was accepted by Immoventures Sp. z o.o. on November 23, 2010 the Company and Immoventures Sp. z o.o. signed two agreements of subscription: (i) of 2,350,000 T1 bearer shares and (ii) of 3,254,913 T2 ordinary registered shares.
According to the provisions of the obliging agreement from October 31, 2010 and the agreements of sale of assets from November 22, 2010 the Company and Immoventures Sp. z o.o. decided to settle the selling prices of assets and the purchase prices of share in MCI by deducting mutual monetary receivables. That is why on November 23, 2010 an agreement of deduction of mutual monetary receivables was signed: (i) in the amount of PLN 42,205,000.00 for the selling prices of assets by Immoventures Sp. z o.o. to MCI with (ii) the amount of PLN 42,204,994.89 for the purchase price of share in MCI by Immoventures Sp. z o.o. The difference in the amount of PLN 5.11 shall be paid by MCI to Immoventures Sp. z o.o.
The performance of the obliging agreement from October 31, 2010 described in this report is the execution oft he intent of purchase by MCI of real estate assets from Immoventures Sp. z o.o. and preparation for creation of a new fund “MCI.ImmoVentures FIZ”. The objectives and tasks of the new fund of MCI as well as its expected structure were presented in detail in Current Report no. 32/2010 from November 2, 2010 and in the financial report for Q3 2010.

The following connections exist between the Company, its executives or supervising management, and the seller of bonds and shares:
1) Immoventures Sp. z o.o. is the main shareholder in MCI Management S.A.,
2) 100% of the shares in IP SKA belong to MCI,
3) IP is the general partner of IP SKA in which 100% of the shares belong to MCI,
4) Members of the Management Board of MCI Management S.A. in the persons of President of the Management Board Tomasz Czechowicz and member of the Management Board Roman Cisek are at the same time members of the Management Board of Immoventures Sp. z o.o.,
5) Member of the Management Board of MCI Management S.A. in the person of Vice-President of the Management Board Konrad Sitnik is at the same time member of the Supervisory Board of Immoventures Sp. z o.o.,
6) Member of the Management Board of MCI Management S.A. Roman Cisek is at the same time member of the Management Board of IP SKA and of IP.

The agreements which are described above, specifically the agreement of purchase of bonds in IP SKA (value – PLN 42,150,000.00) and agreement of deduction of monetary receivables (value of deduction – PLN 42,204,994.89), are considered significant agreement as their objects are assets of the value in excess of 10% of equity of MCI Management S.A.

Legal basis: § 5 subpar. 1 pt. 3 of the Directive of the Minister of Finance on current and periodic information.