The management board of Globe Trade Centre S.A. (the “Company”) hereby announces that on 20 February 2014 it received notifications dated 20 February 2014 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 21 November 2013, LSREF III, directly, and Lone Star, indirectly, held 88,635,914 ordinary shares in the Company, which constituted 27.75% of the share capital and entitled the Notifying Parties to cast 27.75% of votes at the general meeting of the Company;
- immediately prior to the registration of the share capital increase, LSREF III, directly, and Lone Star, indirectly, held 94,047,241 ordinary shares in the Company, which constituted 29.4475% of its share capital and entitled the Notifying Parties to cast 29.4475% of the votes at the general meeting of the Company;
- on 16 January 2014, LSREF III, directly, and Lone Star, indirectly (through LSREF III), subscribed for 11,000,000 series J shares issued pursuant to a resolution of the extraordinary general meeting of the Company dated 9 January 2014;
- on 14 February 2014, an amendment to the Company’s articles of association regarding the increase of the share capital of the Company through the issuance of 31,937,298 series J shares was registered by the registry court; and
- as of the date of the Notifications, LSREF III, directly, and Lone Star, indirectly, held 105,047,241 ordinary shares in the Company, which constituted 29.9016% of its share capital and entitled the Notifying Parties to cast 29.9016% of the 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 29 July 2005 (amended and restated: Journal of Laws of 2013, item 1382).