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Significant agreements
Report number: RB 12/2009 Report created: 2009-04-01
The Board of Directors of ALMA MARKET SA with its registered seat in Krakow (“Company”) hereby informs that on day 31st March 2009, on basis of:
- change of the agreement of company: Kraków 1 – AM1 Spółka z ograniczoną odpowiedzialnością spółka komandytowa (“Sp.Kom.1”) signed with AM1 Sp. z o.o., the Company has contributed to Sp.Kom.1 a contribution in kind, that is perpetual usufruct right of properties situated in Krakow together with property right to buildings and infrastructure erected on those properties, with its total value of PLN 81 493 thousand; On the same day, as an execution of the commitment of contribution in kind, the Company has signed with Sp.Kom.1 an agreement concerning transfer of the rights mentioned above (agreement of disposal);
- change of the agreement of company: Tarnów – AM1 Spółka z ograniczoną odpowiedzialnością w organizacji spółka komandytowa (“Sp.Kom.2”) signed with AM1 Sp. z o.o., the Company has contributed to Sp.Kom.2 non-monetary contribution, that is perpetual usufruct right of property together with property right of buildings and infrastructure erected on those properties and property right of properties situated in Tarnów, with its total value of PLN 40 338 thousand; On the same day, as an execution of the commitment of contribution in kind, the Company has signed with Sp.Kom.2 an agreement concerning transfer of the rights mentioned above (agreement of disposal);
Sp.Kom.1 and Sp.Kom.2 are companies controlled by the Company in 100%, as the Company is the partner called “komandytariusz” in both and AM1 Sp. z o.o., which is the subsidiary of the Company (the Company has informed about establishing of this entity in current stock report No 9 dated 17.02.2009) is the partner called “komplementariusz”. Company’s share in Sp.Kom.1 and Sp.Kom.2 profit is 99.5% and AM1 Sp. z o.o.’s share is 0.5%.
Together with above mentioned, lease agreements between the Company and Sp.Kom.1 and Sp.Kom.2 were signed. On basis of those agreements the Company becomes tenant of above mentioned properties in Krakow and in Tarnów, where its business activity in not changed form of ALMA Delicatessens is being continued. Lease agreements have been signed according to arms' length principle.
In reference to information passed on in the financial report for 2008, published on 30th March 2009, signed agreements are the element of Company’s development plans, that include sale of possessed properties to special purpose vehicles (SPV) companies, which gives the possibility of refinancing on those assets. Realisation of those plans will allow the Company, due to its basic business activity, to focus on development and management of ALMA Delicatessens chain. Properties transferred to special purpose vehicles can be exploited more effectively. From the point of view of the whole ALMA MARKET SA capital group, separated in particular entities groups of assets, that constitute various segments of activity, can be easily sold and the creation of special purpose vehicles gives more flexibility of their business use.
The criteria for recognizing agreements as the significant ones is the value of the subject of the agreements exceeding the value of 10% equity of the Company.
Legal Basis:
§5, sec. 1, pt 1) and 3) and §7 and §9 of the Ordinance of the Minister of Finance on current and periodical information provided by issuers of securities and conditions on recognizing for equivalent information required by the law of the non member state dated 19th February 2009
