The Management Board of Globe Trade Centre S.A. ("Company"), hereby announces the text of the information received today from Kardan N.V:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW
KARDAN RAISES EUR 195 MILLION FROM THE SALE OF SHARES IN GLOBE TRADE CENTRE S.A.
Amsterdam, January 20, 2011 – Following the release of January 19, 2011, Kardan N.V. (“Kardan”), announces that its wholly-owned subsidiary, GTC Real Estate Holding B.V. (“GTC Holding”), has successfully sold 35,100,000 shares of Globe Trade Centre S.A. (“GTC SA”) (“The Placement”). The shares were sold at a price of PLN 21.50 per share. Gross proceeds amount to PLN 754,650,000 (approximately EUR 195 million). The proceeds will be used by Kardan to increase financial headroom to implement its strategy, and to reduce its leverage.
Following the Placement, GTC Holding holds 59,529,180 shares in GTC SA, representing an effective control over approximately 27.14% of GTC SA’s issued share capital. In connection with the transaction, Kardan has agreed to retain its remaining interest in GTC SA for a period of at least 15 months.
Morgan Stanley acted as sole book runner in connection with the Placement, and IPOPEMA Securities, KBC Securities and UniCredit CAIB Poland (together with Morgan Stanley, the “Managers”) have acted as Co-Lead Managers in connection with the Placement.
The accounting implications of the transaction for Kardan are under review.
About GTC SA
GTC SA, founded in 1994, is a leading CEE and SEE office and shopping center real estate development and investment company, headquartered in Warsaw. GTC focuses on long-term value creation for its shareholders through development of sustainable, high quality real estate projects in attractive locations within Poland and other major markets in the region. Its ordinary shares have been listed on the Warsaw Stock Exchange since 2004 and are included in the WIG 20 index. As of January 18, 2011, its market capitalization is approximately EUR 1.38 billion .The value of GTC SA’ s portfolio was EUR 2.4 billion as at 30 September 2010. Rental income-producing investments accounted for EUR 1.5 billion, of which Poland accounted for over 50%. The GTC SA management team combines local market intelligence with international expertise. The Company has full capacity organisation in each major market of operations, led by experienced country managers. GTC SA’s track record and the quality of its assets was recognised by industry professionals, who voted GTC SA as Developer of the Year in the years 2004, 2007 and 2009 and appreciated GTC SA’s projects in CEE Real Estate Quality Awards.
About Kardan
Kardan is an active emerging market investment company. Its activities are focused in Real Estate, Financial Services, and (Water) Infrastructure, mainly in the CEE, CIS and China. Its headquarters are in the Netherlands. Kardan aims at holding controlling interests in its investments and, through the development of local business platforms, is actively involved in the definition and implementation of their strategy. Total assets as of September 30, 2010 amounted to EUR 5.9 billion; revenues totaled EUR 489 million in the nine months of 2010. Kardan is listed on NYSE Euronext Amsterdam and the Tel-Aviv Stock Exchange.
For further information please contact:
Jan Slootweg Caroline Vogelzang
Management Board member Kardan N.V. Director Investor Relations
Office +31 (0)20 305 0010 +31 (0)20 305 0010
www.kardan.nl [email protected]
“This press release contains regulated information (gereglementeerde informatie) as defined in the Dutch Act on Financial Supervision (Wet op het financieel toezicht)”
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO ARE (1) QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE “PROSPECTUS DIRECTIVE”) AND (2) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”) OR ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC”) OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACEMENT SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”). THE INFORMATION REGARDING THE PLACEMENT SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT COMPRISES PROMOTIONAL MATERIAL AND IS FOR INFORMATION PURPOSES. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO BUY, SELL, ISSUE, OR SUBSCRIBE FOR, OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ISSUE, OR SUBSCRIBE FOR ANY SECURITIES.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia). This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
ANY INVESTMENT DECISION TO BUY SECURITIES IN THE PLACEMENT MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION, WHICH HAS NOT BEEN INDEPENDENTLY VERIFIED ANY OF THE MANAGERS OR THE SELLER. NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, AUSTRALIAN OR JAPANESE SECURITIES LAWS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE PLACEMENT SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE MANAGERS, ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OTHER PERSON THAT WOULD PERMIT AN OFFER OF THE PLACEMENT SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACEMENT SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE MANAGERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THE MANAGERS ARE ACTING EXCLUSIVELY FOR THE SELLER AND NO ONE ELSE IN CONNECTION WITH THE PLACEMENT. NONE OF THE MANAGERS WILL REGARD ANY OTHER PERSON (WHETHER OR NOT A RECIPIENT OF THIS DOCUMENT) AS ITS CLIENT IN RELATION TO THE PLACEMENT AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS NOR FOR GIVING ADVICE IN RELATION TO THE PLACEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.
IN CONNECTION WITH THE PLACEMENT, THE MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS, MAY SUBSCRIBE FOR OR PURCHASE SHARES AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL OR OTHERWISE DEAL FOR THEIR OWN ACCOUNTS IN SUCH SHARES AND OTHER SECURITIES OF THE COMPANY OR RELATED INVESTMENTS IN CONNECTION WITH THE PLACEMENT OR OTHERWISE. ACCORDINGLY, REFERENCES TO THE SHARES BEING ISSUED, OFFERED, SUBSCRIBED, ACQUIRED, PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER TO, OR SUBSCRIPTION, ACQUISITION, PLACING OR DEALING BY THE MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS. NONE OF THE MANAGERS INTENDS TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
Legal grounds: Art 56 sec 1 point 1 of Act on offer
Signed by
Data |
Name |
Position |
2011-01-20 |
Erez Boniel |
Member of the Management Board |
2011-01-20 |
Witold Zatoński |
Member of the Management Board |