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Letter of Intent Signed by the Issuer


The Management Board of LC Corp S.A. ("the Issuer") reports that today i.e. 12 August 2013, the Issuer, LC Corp B.V. of Amsterdam ("LC Corp B.V.") and RB Finance Expert S.A. of Wrocław ("RB Finance Expert") collectively referred to as the Parties, signed a letter of intent in which they undertook to take all steps necessary to enable LC Corp B.V. to sell to the Issuer 100% shares of RB Finance Expert, i.e. to enable the Issuer to exercise the right to 100% votes at the GM of RB Finance Expert (" the Transaction").

RB Finance Expert is fully controlled by LC Corp B.V., and currently runs no operations, has no material liabilities or assets.

The Parties intend to enable RB Finance Expert (before the conclusion of the Transaction) to purchase the LC Corp Sky Tower sp. z o.o. Company ("LC Corp Sky Tower"), whose main asset is the land property with the section of the Sky Tower complex built on it, comprising office space (approx. 18,600 sq.m) and service/retail space (approx. 29,800 sq.m.), and to enable RB Finance Expert to take over the long-term investment loan advanced to LC Corp Sky Tower.

The key terms for the conclusion of the Transaction:

  1. Purchase by RB Finance Expert of LC Corp Sky Tower, limited particularly to the investment property being part of the Sky Tower complex (exclusive of residential space),
  2. Purchase by RB Finance Expert of the LC Corp Sky Tower land property, on condition that the Wrocław Commune does not exercise its pre-emptive right,
  3. Obtaining of relevant approvals of the consortium of Getin Noble Bank SA and Alior Bank S.A., being the lenders for LC Corp Sky Tower, and the takeover by RB Finance Expert of the long-term investment loan advanced to LC Corp Sky Tower by the consortium,
  4. Acquisition by LC Corp S.A. by way of public offering financial resources necessary to purchase 100% shares of RB Finance Expert and to repay a subordinated loan taken out by RB Finance Expert.

 

The Parties shall undertake negotiations in good faith aiming to enter into a final agreement concerning the Issuer's purchase of 100% shares of RB Finance Expert ("the Final Agreement"). The Final Agreement will determine, inter alia, the price and other terms of the Transaction, the customary rights and obligations of the Parties in this respect, as well as the customary declarations and assurances of both Parties. The purchase price to be paid by the Issuer for 100% shares of RB Finance Expert will be established based on the due diligence procedure carried out by an independent expert.

The Parties agreed that the name RB Finance Expert would be changed in line with the terminology prevailing at the LC Corp S.A. Group and will include the words "Sky Tower".

The Issuer's purchase of RB Finance Expert will be another stage in execution of the Issuer's strategy of development consisting in consolidation of its position of the market of commercial investments, diversification of revenue and cost optimisation.

In the opinion of the Issuer's Management Board the Transaction will have an effect on increasing the value of the LC Corp Group.

The information about the signing of the letter of intent represents confidential information in the opinion of the Issuer, as defined in Art. 154 of the Trading in Financial Instruments Act of 29 July 2005.