Date

2015-11-03

Current report no.

32/2015

The Management Board of TIM SA with its registered office in Wrocław (hereinafter: “Company”) hereby informs that in the execution of the preliminary agreement for the disposal of the real property located in Siechnice concluded on 11 May 2015, of which the information was announced to the public in the current report No. 13/2015, announced to the public on 12.05.2015, on 03.11.2015 TIM SA (hereinafter: “Seller”) and the company HE Enterprises spółka z o.o. with its registered office in Warsaw, Al. Jerozolimskie 56 C (hereinafter: “Buyer”) entered into a sales agreement (hereinafter: “Sales Agreement”) of a part of the real property located in Siechnice at ul. Kwiatkowskiego 24 limited to:

1) parcels of record with numbers – 5 4/53, 544/60, 544/73, 544/82, 544/84 with the total surface area of 70,224 m2, for which the District Court in Oława maintains a Land and Mortgage Register No. WR1O/00037080/6 and whose perpetual usufructary is TIM SA,
2) parcels of record with numbers – 544/47, 544/75, 544/80 with the total surface area of 17,251 m2, for which the District Court in Oława maintains a Land and Mortgage Register No. WR1O/00043002/1 and which are owned by TIM SA,

(hereinafter: “Real Property”) together with the buildings and structures erected on the Real Property and other movable assets and property rights related to the Real Property (hereinafter: “Subject of Sale”).
The selling price of the above-mentioned assets has been determined by the Parties as follows:

1) the selling price of a square meter of land and the right of perpetual usufruct of the land amounts to PLN 110 (in words: one hundred and ten zlotys) net. The total surface area of the sold land (both the land owned by TIM SA, as also that as to which TIM SA is a perpetual usufructuary) amounts to 87 475 sq.m. The total selling price of the land, referred to above, represents the amount of PLN 9,622,250 (in words: nine million six hundred and twenty-two thousand two hundred and fifty zlotys) net.
2) the price for the buildings and structures, assets and property rights associated with the Real Property amounts to a total of PLN 32,319,060 (in words: thirty two million three hundred nineteen thousand and sixty zlotys) net.

The price referred to above has been increased by the due VAT at the rate of 23%, which gives the total amount of PLN 51,587,811.30 (in words: fifty one million five hundred and eighty seven thousand eight hundred and eleven zlotys and thirty groszys) gross.
The selling price was paid by the Buyer on 03.11.2015.
In the above mentioned agreement the Parties agreed that the execution of the Sales Agreement, and thus their realization of the transaction expressed in the Sales Agreement, will take effect on the date the Court enters the Buyer in the Land and Mortgage Register KW No. WR1O/00037080/6 as the perpetual usufructary of the land based on the land and mortgage registry applications contained in the Sales Agreement. Pursuant to the wording of Article 27 of the Act on Real Estate Management (consolidated text, Journal of Laws of 2015, item 782, as amended) the law-creating effect in the form of acquisition of the perpetual usufruct right takes effect upon making an entry in the Land and Mortgage Register.
Delivery of the Subject of Sale by the Seller to the Buyer shall be effected after the date the District Court in Oława enters the Buyer into the Land and Mortgage Register KW No. WR1O/00037080/6 as a the perpetual usufructary of the land and enters the Buyer into the Land Register KW No. WR1O/00043002/1 as the owner of the Real Property (hereinafter: “Registration”).

In the absence of Registration within 6 months of the date of the conclusion of the Sales Agreement, the Parties will be required to conclude an agreement confirming termination of the Sales Agreement and to conclude an agreement transferring the Subject of Sale to the Seller and the remaining transferable rights and assets acquired by the Buyer under the Sales Agreement.
In the opinion of the Management Board of TIM SA the Agreement does not contain any specific conditions other than those described in this report.
There are no relations between the Company and the management staff supervising the Company and the Buyer and the management staff supervising the Buyer except for the relations under this Agreement.

At the same time the Management Board of TIM SA informs that along with the Sales Agreement they have entered into a lease agreement under which the Seller shall rent from the Buyer a warehouse building located on the Real Property described above along with the storage yard for the period of 15 years and 9 months. On the remaining part of the real property the Buyer shall build a warehouse building with the surface area of approx. 29,500 sq.m., which will then be lent by the Buyer to the Seller. An estimated monthly rent for the existing warehouse building and the warehouse building that is going to be built by the Buyer shall constitute the amount of EUR 129,554. The final rent will be determined on the basis of the actual cost of the investment consisting in the construction of the warehouse building. In addition to the rent the Sellers will cover operation fees associated with the rented real property, described in detail in the above Lease Agreement.

In the above Lease Agreement, the Seller undertook to provide security for the timely payment of the rent and operation fees in the amount equivalent to 12 monthly rents and 12 monthly operation fees, valid for the term of the Lease Agreement and for the period of 3 months after its expiry. The security may be established in the form of a bank guarantee or cash deposit in EUR.
The Lease Agreement was concluded under the condition precedent which is the delivery of the Real Property by the Buyer to the Seller under the Sales Agreement, referred to above.

The agreements have been considered significant and disposed of under the Sales Agreement assets – for assets of significant value, since their value exceeds 10% of the equity of TIM SA.
The book value of the Subject of Sale as at 30.09.2015 constitutes the amount of PLN 32.3 million.
The Company informed of the intention to carry out the above transaction in current reports No. 10/2014 dated 04.14.2014, 16/2014 dated 13.05.2014, 27/2014 dated 21.10.2014, 29/2014 dated 26.11.2014, 2/2015 dated 14.01.2015and 13/2015 dated 12.05.2015.

2015-11-03, Maciej Posadzy – Member of the Board
2015-11-03, Anna Slobodzian-Pula – Member of the Board