O1 Properties announces the sale of shares in Filmotinia Ventures Ltd (Zarechie Project) and the repayment of loans from Rigensis Bank AS

June 25, 2018.

Sale of shares in Filmotinia Ventures Ltd (Zarechie Project)

On 15 June 2018, Simeona Limited, a subsidiary of O1 Properties Limited, and Arrowzone (BVI) Limited entered into a sale and purchase agreement in relation to 100% of shares in Filmotinia Ventures Ltd (the "Filmotinia Shares") (the "Filmotinia Sale"). In consideration for Simeona Limited selling the Filmotinia Shares to Arrowzone (BVI) Limited, Arrowzone (BVI) Limited agreed to pay Simeona Limited EUR 8,000,000 in cash which was paid on 22 June 2018.

In addition, as a result of the Filmotinia Sale, Arrowzone (BVI) Limited indirectly assumed liability for the following loans incurred by "Zarechie" Limited Liability Company, a wholly-owned subsidiary of Filmotinia Ventures Ltd:

i. a loan from PPF Banka A.S. and Home Credit & Finance Bank Limited Liability Company in the amount of US$ 55,138,520.55 as of 15 June 2018 (the "PPF Loan"); and

  • ii. a loan from Eagleman Limited in the amount of RUB 186,753,300 as of 15 June 2018 (approximately US$ 3,000,000 based on the Central Bank of Russia exchange rate as of 15 June 2018) (the "Eagleman Loan") which was subsequently repaid in full on 20 June 2018.

The Filmotinia Sale resulted in the sale of assets valued at approximately US$ 67,590,000.

Repayment of loans from Rigensis Bank AS

On 27 February 2015, O1 Group Limited borrowed EUR 8 million from Rigensis Bank AS and on-lent the proceeds to O1 Properties Limited (the "O1 Loan") (the "Transaction"). In turn, O1 Properties Limited utilised the proceeds from O1 Loan to refinance the existing senior indebtedness that financed the acquisition of one of its assets.

On 6 April 2018, the Transaction was restructured which involved an extension of a new loan by Rigensis Bank AS to O1 Properties Limited in the aggregate principal amount of EUR 8 million that was used to repay the O1 Loan. The new loan from Rigensis Bank AS was repaid in full on 22 June 2018 with the proceeds from the Filmotinia Sale.

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