The management board of Globe Trade Centre S.A. (the “Company”) hereby announces that on 28 January 2015 it received notifications dated 27 January 2015 on a change in the shareholding of the Company by at least 2% of the votes in the Company as a result of the registration of the share capital increase of the Company (the “Notifications”) from:
- LSREF III GTC Investments B.V. (“LSREF III”); and
- Lone Star Real Estate Partners III L.P. (“Lone Star” and together with LSREF III, the “Notifying Parties”).
In the Notifications the Notifying Parties announced that:
- as of the dates of the preceding notifications, LSREF III, directly, and Lone Star, indirectly (through LSREF III), held 105,047,241 ordinary shares in the Company, which constituted 29.9016% of the share capital and entitled the Notifying Parties to exercise 105,047,241 votes at the general meeting of the Company, i.e. 29.9016% of the total number of votes at the general meeting of the Company;
- on 20 January 2015, LSREF III, directly, and Lone Star, indirectly (through LSREF III), acquired 5,560,000 ordinary shares in the Company, which resulted in the increase in the share in the total number of votes at the general meeting of the Company up to 32.4% (the “Transaction”);
- immediately prior to the settlement of the Transaction, LSREF III, directly, and Lone Star, indirectly (through LSREF III), held 108,279,790 ordinary shares in the Company, which constituted 30.82% of its share capital and entitled the Notifying Parties to exercise 108,279,790 votes at the general meeting of the Company, i.e. 30.82% of the total number of votes at the general meeting of the Company;
- immediately after the settlement of the Transaction, LSREF III, directly, and Lone Star, indirectly (through LSREFIII), held 113,839,790 ordinary shares in the Company, which constituted 32.4% of its share capital and entitled the Notifying Parties to exercise 113,839,790 votes at the general meeting of the Company, i.e. 32.4% of the total number of votes at the general meeting of the Company;
- as at the date of the Notifications, as a result of two subsequent transactions involving the purchase of shares in the Company executed by LSREF III on the regulated market operated by the Warsaw Stock Exchange, LSREF III, directly, and Lone Star, indirectly (through LSREFIII), held 114,179,790 ordinary shares in the Company, which constituted 32.5% of its share capital and entitled the Notifying Parties to exercise 114,179,790 votes at the general meeting of the Company, i.e. 32.5% of the total number of votes at the general meeting of the Company.
Moreover, the Notifying Parties did not exclude the possibility of further increasing their (direct or indirect, respectively) share in the total number of votes in the Company within 12 months of the date of the Notifications in order to strengthen their position as investors in the Company.
LSREF III announced that there are no subsidiaries thereof holding any shares in the Company, whereas Lone Star announced that the following entities controlled thereby hold shares in the Company: LSREF III (directly), Lux Investments IX S.a.r.l. (indirectly), Lone Star Capital Investments S.a.r.l. (indirectly), Lone Star Global Lendings III Limited (indirectly), Lone Star Real Estate Fund III (U.S.), L.P. (indirectly) and Lone Star Real Estate Fund III (Bermuda), L.P. (indirectly).
The Notifying Parties further stated that, with respect to both Notifying Parties, there are no persons referred to in Article 87 section 1 point 3 letter c of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of 29 July 2005 (amended and restated: Journal of Laws of 2013, item 1382).
Legal basis: Art. 70 section 1 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies of 29July 2005 (amended and restated: Journal of Laws of 2013, item 1382).
