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 S.A., with its registered seat in Warsaw (the “Company”), hereby announces that 108,906,190 (one hundred eight million nine hundred six thousand one hundred ninety) series K ordinary bearer shares in the Company with a nominal value of PLN 0.10 (ten groszy) each (the “Series K Shares”) have been allotted to subscribers therefor. As a consequence thereof, the issuance of the Series K Shares with pre-emptive rights through a public offering on the basis of resolution No. 3 of the Extraordinary General Meeting of Shareholders of the Company dated 30 June 2015 regarding the share capital increase by way of an issuance of ordinary bearer shares and the amendments to the Company’s articles of association has been successfully completed.
In light of the above, the Company hereby advises the public as follows:
1) The date of the commencement of the acceptance of subscriptions for the purposes of exercising pre-emptive rights and making additional subscriptions is 14 September 2015.
2) The final date of accepting subscriptions for the purposes of exercising pre-emptive rights and additional subscriptions is 21 September 2015.
3) The date of the allocation of the shares is 30 September 2015.
4) The number of shares subject to the subscription is 108,906,190 Series K Shares.
5) The reduction rate for the purposes of additional subscriptions was 97.31 %.
6) The number of shares covered by subscription orders is:
a. 107,874,581 Series K Shares, with regard to the exercise of the pre-emptive rights;
b. 38,353,154 Series K Shares, with regard to additional subscriptions.
7) The number of shares allocated within the scope of the completed subscription is 108,906,190 Series K Shares.
8) The issue price at which the shares were subscribed for is PLN 5.47.
9) The number of persons who subscribed for shares within the scope of the subscription and the number of persons who were allocated shares within the scope of the subscription is:
a. a total of 1,095 subscriptions for Series K Shares resulting from the exercise of pre-emptive rights; and
b. a total of 145 subscriptions for Series K Shares resulting from additional subscriptions.
Since a single investor may deliver several subscriptions, the Company neither has information regarding the number of single investors who subscribed for shares in the exercise of pre-emptive rights or how many single investors made additional subscriptions nor information regarding the number of single investors who were allocated shares within the scope of the subscription.
10) With regard to the names (business names) of any underwriters who subscribed for the shares in performance of the underwriting agreements, the Company did not enter into an agreement with any underwriters and therefore no underwriters subscribed for any Series K Shares.
11) The value of the subscription (constituting the product of the shares subject to subscription and the issue price per one share) was PLN 595,716,859.30 (five hundred ninety-five million seven hundred sixteen thousand eight hundred fifty-nine zlotys and thirty groszys).
12) The estimated costs of the issuance of the Series K Shares have been stated in the Company's prospectus in the “Use of Proceeds” (“Wykorzystanie wpływów z Oferty”) section (p. 51). As at the date hereof, the costs of the issue (calculated on the basis of invoices which were received and have been accepted by the Company) amounted to PLN 4.5 million, including:
a. PLN 0.28 million for the preparation and completion of the offering;
b. With regard to the fees of underwriters, the Company did not enter into any agreements with underwriters;
c. PLN 2.25 million for the drafting of the prospectus, including consultancy fees;
d. PLN 1.97 million for the promotion of the offering.
The Company estimates that additionally it will be invoiced for rights-issuance-related costs and expenses in the amount of approximately PLN 5.9 million (this amount includes the rights-issuance-related costs and expenses which as at the date hereof have not been invoiced).
Due to the lack of final settlement of rights-issuance-related costs, referred to in the previous paragraph, the costs of the issuance of the Series K Shares were estimated and considered as costs of issuance to the Company’s best knowledge. The final costs of the issuance of the Series K Shares, after receiving and accepting all invoices from entities involved in work on preparing and carrying out the Series K Shares issue, will be presented and made public in the annual report for the year ended 31 December 2015.
With regard to the method of settlement in the books and the method of presentation in the financial statements, the settlement of estimated costs of the issue of the Series K Shares provided in the “Use of Proceeds” (“Wykorzystanie wpływów z Oferty”) section in the Company's prospectus in the books will be done by way of decreasing the surcharge of the issue value over the nominal value of the issued shares. Those costs will be presented in the annual report for the year ended 31 December 2015 in the “Share Premium” (“Nadwyżka z emisji akcji powyżej ich wartości nominalnej”) line.
13) According to the costs balance calculated on the basis of invoices which were received and have been accepted by the Company at the date hereof, the average cost of the issuance of the Series K Shares per one subscribed share is PLN 0.041, whereas the average cost of the issuance of the Series K Shares including the additional estimated rights issue-related costs will be PLN 0.095 per one subscribed share.
The material set forth herein constitutes the fulfillment of the applicable disclosure obligations of Globe Trade Centre S.A. (the “Company”) is subject to, 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 offering 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, will be published and may be obtained from the website of the Company (www.gtc.com.pl) and, in addition, for informational purposes only, on the websites of Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie (www.dm.pkobp.pl) and Ipopema Securities S.A. (www.ipopemasecurities.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 in any other jurisdiction. The Company’s securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “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 contained in this document does not constitute an offer of securities for sale.
Legal basis: Article 33, section 1 of the regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities and the terms of considering information required by any non-member state as equivalent.