The management board of Globe Trade Centre S.A. (the “Company”) hereby announces that on 22 November 2013 it received notifications dated 21 November 2013
(i) from GTC Real Estate Holding B.V., with its registered seat in Amsterdam, the Netherlands (“GTC RE”) relating to the sale of shares in the Company, submitted pursuant to Article 69 section 1 point 2 of the Act on Public Offering (the “Notification 1”);
(ii) from Emerging Investments XIII B.V. with its registered seat in Amsterdam, the Netherlands, at Claude Debussylaan 30 (13th floor), Vinoly Building, 1082 MD Amsterdam, registered under No. 58287418 (“Emerging Investments”) relating to exceeding the threshold of 25% of votes in the Company, submitted pursuant to Article 69 section 1 point 1 of the Act on Public Offering (the “Notification 2”, and together with the Notification 1 – the “Notifications”).
The Notifications related to an intra-group transaction pursuant to the execution of the share premium contribution agreement dated 13 November 2013 executed between GTC RE and Emerging Investments, a wholly-owned subsidiary thereof (the “Contribution Agreement”). Pursuant to the Contribution Agreement, GTC RE transferred to Emerging Investments, by way of an in-kind contribution, all of its shares in the Company, i.e. 88,635,914 ordinary shares in the Company, which jointly constitute 27.75% of the share capital of the Company and entitle 88,635,914 votes to be cast at the general meeting of the Company, jointly constituting 27.75% of the total number of votes (the “Transaction”).
According to the Notifications, prior to the Transaction, GTC RE held 88,635,914 ordinary shares in the Company, which jointly constituted 27.75% of the share capital of the Company and entitled 88,635,914 votes to be cast at the general meeting of the Company, jointly constituting 27.75% of the total number of votes. Following the Transaction, GTC RE holds no shares in the Company. According to the Notification 2, prior to the Transaction, Emerging Investments did not hold any shares in the Company.
According to the Notifications, pursuant to Article 75 section 3 point 2 of the Act on Public Offering, Emerging Investments, a wholly-owned subsidiary of GTC RE as at the date of the Transaction, is not required to announce a mandatory tender offer pursuant to the applicable provisions of the Act on Public Offering.
According to the Notification 2, Emerging Investments does not intend to increase its stake in the Company within the next 12 months as long as GTC RE remains the controlling entity of Emerging Investments.
Legal basis: Art. 70 section 1 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies of 29 July 2005 (amended and restated: Journal of Laws of 2009, No. 185, item 1439, as amended).