NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY BE SUBJECT TO RESTRICTIONS OR PROHIBITED BY LAW.
The Management Board of Globe Trade Centre Spółka Akcyjna (the “Company”) announces that on 3 August 2012 the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, registered the amendment to the Company’s articles of association introduced by way of a resolution of the Annual General Meeting of the Company dated 16 April 2012 regarding the increase of the Company’s share capital and the amendment of its articles of association, as well as the increase of the Company’s share capital from PLN 21,937,299 to PLN 31,937,299 through the issuance of 100,000,000 series I ordinary bearer shares in the Company with a nominal value of PLN 0.10 (ten groszy) each.
As of the date of publication of this current report, the overall number of votes attached to all of the issued shares in the Company following the registration of the share capital increase amounts to 31,937,299, while the share capital is divided into 31,937,299 shares in the Company having a nominal value of PLN 0.10 (ten groszy) each, including: (i) 139,286,210 series A shares; (ii) 1,152,240 series B shares; (iii) 235,440 series B1 shares; (iv) 8,356,540 series C shares; (v) 9,961,620 series D shares; (vi) 39,689,150 series E shares; (vii) 3,571,790 series F shares; (viii) 17,120,000 series G shares; and (ix) 100,000,000 series I shares.
Moreover, the Management Board of the Company presents the amendments introduced to the Company’s articles of association below:
Existing wording of Article 6 section 2 of the Company’s articles of association:
„2. The share capital amounts to PLN 31,937,299 (thirty one million, nine hundred and thirty-seven thousand, two hundred and ninety-nine) and is divided into:
a) 139,286,210 (one hundred and thirty-nine million, two hundred and eighty-six thousand, two hundred and ten) series A shares of PLN 0.10 (ten groszy) nominal value each;
b) 1,152,240 (one million, one hundred and fifty-two thousand, two hundred and forty) series B shares of PLN 0.10 (ten groszy) nominal value each;
c) 235,440 (two hundred and thirty-five thousand, four hundred and forty) series B1 shares of PLN 0.10 (ten groszy) nominal value each;
d) 8,356,540 (eight million, three hundred and fifty-six thousand, five hundred and forty) series C shares of PLN 0.10 (ten groszy)nominal value each;
e) 9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and twenty) series D Shares of PLN 0.10 (ten groszy) nominal value each;
f) 39,689,150 (thirty nine million, six hundred and eighty-nine thousand, one hundred and fifty) series E shares of PLN 0.10 (ten groszy) nominal value each.;
g) 3,571,790 (three million, five hundred and seventy-one thousand, seven hundred and ninety) series F shares of PLN 0.10 (ten groszy) nominal value each; and
h) 17,120,000 (seventeen million, one hundred and twenty thousand) series G shares of PLN 0.10 (ten groszy) nominal value each.”
New wording of Article 6 section 2 of the Company’s articles of association:
„2. The share capital amounts to PLN 31,937,299 (thirty one million, nine hundred and thirty-seven thousand, two hundred and ninety-nine) and is divided into:
a) 139,286,210 (one hundred and thirty-nine million, two hundred and eighty-six thousand, two hundred and ten) series A shares of PLN 0.10 (ten groszy) nominal value each;
b) 1,152,240 (one million, one hundred and fifty-two thousand, two hundred and forty) series B shares of PLN 0.10 (ten groszy) nominal value each;
c) 235,440 (two hundred and thirty-five thousand, four hundred and forty) series B1 shares of PLN 0.10 (ten groszy) nominal value each;
d) 8,356,540 (eight million, three hundred and fifty-six thousand, five hundred and forty) series C shares of PLN 0.10 (ten groszy)nominal value each;
e) 9,961,620 (nine million, nine hundred and sixty-one thousand, six hundred and twenty) series D Shares of PLN 0.10 (ten groszy) nominal value each;
f) 39,689,150 (thirty nine million, six hundred and eighty-nine thousand, one hundred and fifty) series E shares of PLN 0.10 (ten groszy) nominal value each.;
g) 3,571,790 (three million, five hundred and seventy-one thousand, seven hundred and ninety) series F shares of PLN 0.10 (ten groszy) nominal value each;
h) 17,120,000 (seventeen million, one hundred and twenty thousand) series G shares of PLN 0.10 (ten groszy) nominal value each; and
i) 100,000,000 (one hundred million) series I shares of PLN 0.10 (ten groszy) nominal value each.”
The material set forth herein is fulfillment of disclosure obligations Globe Trade Centre S.A. (the “Company”) is subject to, is for information and promotional purposes only and under no circumstances shall constitute the basis for any decision to invest in the securities of the Company. The prospectus (the “Prospectus”) prepared in connection with the public offering of the Company’s securities in Poland (as well as the seeking of the admission and introduction thereof to trading on the main market of the Warsaw Stock Exchange) is the sole legally binding document containing information on the Company and the offering of the Company’s securities in Poland. The Prospectus was approved by the Polish Financial Supervision Commission, was published and can be obtained from the website of the Company (www.gtc.com.pl) as well as the websites of the offering agents (www.dm.pkobp.pl) and (www.ca-ib.pl).
The material set forth herein is for informational and promotional purposes only and does not constitute an offer of securities for sale in the United States or any other. The Company’s securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“Securities Act”), or the laws of any state, and may only be offered or sold within the United States under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of the Company’s securities will be made in the United States.
It may be unlawful to distribute this document in certain jurisdictions. In particular this document is not for distribution in Canada, Japan or Australia. The information in this document does not constitute an offer of securities for sale.
Legal basis:§ 5.9 and § 38.1.2 of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to information required by the laws of a state which is not a member state.