DGAP Related Party Transactions announcement: Hamburger Hafen und Logistik 
AG / Release of an announcement according to Article 111c of the AktG [the 
German Stock Corporation Act] 
Hamburger Hafen und Logistik AG: Release according to Article 111c of the 
AktG [the German Stock Corporation Act] with the objective of Europe-wide 
distribution 
 
2020-12-29 / 09:55 
Dissemination of a Related Party Transactions announcement transmitted by 
DGAP - a service of EQS Group AG. 
The issuer is solely responsible for the content of this announcement. 
 
Hamburg, 29 December 2020 
 
*Hamburger Hafen und Logistik Aktiengesellschaft Release of an announcement 
according to Article 111c of the AktG [the German Stock Corporation Act*] 
 
Hamburger Hafen und Logistik Aktiengesellschaft ("HHLA") concluded two 
agreements regarding spaces leased from the Hamburg Port Authority ("HPA") 
in the O'Swaldkai terminal on 28 December 2020. These consist of a 
three-party agreement ("Trilateral Agreement") with the HPA and the Free and 
Hanseatic City of Hamburg ("FHH") and an amendment contract to an existing 
lease contract between HHLA and HPA ("Amendment Contract"). HHLA's 
Supervisory Board has given its consent to the Trilateral Agreement and the 
Amendment Contract. 
 
The FHH holds around 70.1 % of HHLA's share capital and voting rights. The 
HPA is an agency that the FHH established under public law and which the FHH 
controls via the HPA's Supervisory Board. Consequently, the FHH and the HPA 
are both related parties affiliated to HHLA as defined in Section 111a (1) 
German Stock Corporation Act. 
 
The Trilateral Agreement and Amendment Contract regulate the following: as a 
result of the FHH's planned urban development of a the Grasbrook district 
and with the aim of securing the location for HHLA for the long term, the 
areas that HHLA leases at the O'Swaldkai terminal will be reduced in size; 
in exchange, the lease contract for the remaining areas will be extended 
ahead of time until 2049. During this process, there will also be a 
partially retroactive, future adjustment of the annual net basic lease fee. 
HHLA will receive financial compensation, especially for the early return of 
sub-areas and to carry out necessary modification measures to ensure that 
its operations at the O'Swaldkai terminal can be maintained at the same 
level. More specifically, this involves the following: 
 
HHLA has leased an area measuring a total of 588,043 sqm at the O'Swaldkai 
terminal (located on Dessauer Strasse in the Kleiner Grasbrook district) 
from the HPA based on a lease contract valid until 30 June 2025 (the "Lease 
Contract"). HHLA has sublet the entire area to Unikai, FKZ and EDEKA 
Zentrale AG & Co. KG ("EDEKA"; "Subtenants" when referred to jointly with 
Unikai and FKZ), which provide port logistics services within the different 
areas. HHLA holds an approximately 51 % stake each in the nominal capitals 
of UNIKAI Lagerei- und Speditionsgesellschaft mbH ("Unikai") and HHLA 
Frucht- und Kühlzentrum GmbH ("FKZ"). 
 
In an amendment to the lease agreement concluded, the Amendment Contract 
stipulates that the existing leased space will initially be increased 
retroactively to around 607,190 sqm as of 1 July 2020 by adding space 
previously leased under other lease agreements. In doing so, HHLA will 
return part of the overall area, measuring about 87,456 sqm, thus achieving 
the intended reduction in area. The area will be returned once modification 
measures to compensate for the reduction in area agreed under the Amendment 
Contract are complete in accordance with the progress in planning and 
construction in Grasbrook and no earlier than 1 January 2022. At the same 
time, the Amendment Contract shall extend the term of the Lease Contract for 
the reduced area ahead of time until 30 June 2049. The ultimate aim is for 
the HPA to lease the space used by the Subtenants directly to them in the 
future and for the lease agreement to be amended accordingly. 
 
The annual net basic lease fee for the original lease area measuring 588,043 
sqm plus the waterfront structures has been increased with retroactive 
effect between 1 July 2015 and 30 June 2020. An increase has been agreed for 
the annual lease fee for the area totalling between &euro 89,873.97 (for the 
period between 1 July 2015 and 30 June 2017) and &euro 354,493.32 (for the 
period between 1 July 2019 and 30 June 2020) and by &euro 61,996.93 for the 
waterfront structures as opposed to the current lease fee of &euro 
2,367,618.58 for the area and &euro 538,642.64 for the waterfront 
structures. The annual net basic lease fee for the initially enlarged total 
area of 607,190 sqm plus waterfront structures has been fixed with effect 
from 1 July 2020 with staggered increases every year until 30 June 2049. 
From 1 July 2020, the fee shall amount to &euro 2,758,224.52 plus the lease 
fee for the waterfront structures, currently totalling &euro 600,639.57. The 
annual increase rates on 1 July every year compared to the previous year's 
lease fee shall be an average of 3.74 %; the increase scheduled for 1 July 
2021 will not be applied due to the Covid-19 pandemic. No specific increases 
are agreed with regard to the lease fee for the waterfront structures; this 
fee will generally be reviewed under agreement between the HPA and 
Unternehmensverband Hafen Hamburg and readjusted where necessary. Taking 
into account the reduction in area, the present value of lease payments for 
the term of the amended Lease Contract is &euro 99.1 million. HPA and HHLA 
have agreed that the lease fee will be reduced by an appropriate amount in 
the event of an area being returned to the Lessor. The lease fee is 
initially based on the rent table applicable to the leasing of port areas; 
it will then be agreed for the time period on an individual basis. If the 
European Commission should determine the amount of rent to be in breach of 
Union law, contrary to the appraisal of the parties involved, an expert 
shall set the permissible lease fee with retroactive effect to the date when 
the Amendment Contract was concluded (i.e. 28 December 2020). 
 
Once the Trilateral Agreement is concluded, the FHH shall make a 
compensatory payment amounting to up to &euro 120 million to HHLA for the 
early return of sub-areas and for carrying out the modification measures 
necessary to maintain operations at the same level at the O'Swaldkai 
terminal. If the FHH stipulates specific individual measures that go beyond 
the generally accepted best available techniques or if further unforeseen 
measures become necessary, this may involve up to a further &euro 10 million 
(i.e. a maximum of &euro 130 million in total) (including any value-added 
tax incurred) with the specific amount being determined by an independent 
expert ("Compensatory Payment"). The Compensatory Payment shall include, in 
particular, compensation for the early relinquishment of leased areas, the 
construction of a multi-storey car park on the Unikai site to compensate for 
lost space, costs for demolishing buildings in the area still under lease 
and compensation for the carrying values for these buildings, land 
conditioning and restructuring. The modification costs will be around &euro 
115 million according to HHLA's calculations. However, the FHH shall 
(directly) bear the costs with regard to the requirements for noise 
protection related to the Grasbrook urban development project. The 
Compensatory Payment is to be made in three instalments between 2023 and 
2025, on 31 March each year. All contractual or other compensation claims on 
the part of HHLA shall be permanently settled on the payment of the 
compensation according to the aforementioned provisions. HHLA undertakes not 
to raise any objections or legal remedies against the planning and 
implementation of the Grasbrook project. In view of the required permits for 
relocating a hazardous materials storage facility located on the site and 
further measures, the parties (including Unikai and FKZ) are obliged to 
apply for the required permits, provide the necessary documents and give 
constructive assistance for the procedure to modify permits. Furthermore, 
the parties have undertaken to cooperate constructively with regard to 
future negotiations on any further adjustments to the underlying Lease 
Contract which may be necessary or which one of the parties may request. 
 
The following aspects are also material for evaluating the Amendment 
Contract and the Trilateral Agreement: the restrictions on operations due to 
the area being reduced can be compensated by modification measures; there 
are expected to be no disadvantages for the resident businesses after 
modification. The FHH will bear the costs of the modification measures up to 
the aforementioned maximum compensation payments. Extending the term of the 
Lease Contract associated with the Amendment Contract until 30 June 2049 
gives HHLA and its subtenants a long-term perspective for the O'Swaldkai 
site and thus also planning certainty for future investments. 
 
The Trilateral Agreement is subject to conditions precedent being met, in 
particular the granting of authorisation in FHH's budget for up to &euro 10 
million that may be required to pay compensation (authorisation has already 
been given for the amount of up to &euro 120 million). The Amendment 
Contract is also subject to conditions precedent being met, in particular, 
(i) the granting of all regulatory approvals for unrestricted continuation 
of Unikai's and FKZ's operations and (ii) the payment of compensation. The 
conditions specified in the Trilateral Agreement must come into force by 31 
December 2023 at the latest; if they do not, they shall be deemed cancelled. 
 
2020-12-29 The DGAP Distribution Services include Regulatory Announcements, 
Financial/Corporate News and Press Releases. 
Archive at www.dgap.de 
Language: English 
Company:  Hamburger Hafen und Logistik AG 
          Bei St. Annen 1 
          20457 Hamburg 
          Germany 
Internet: www.hhla.de 
 
End of News DGAP News Service 
 
1157682 2020-12-29

(END) Dow Jones Newswires

December 29, 2020 03:55 ET (08:55 GMT)