The management board of Globe Trade Centre SA (the “Company”) hereby announces a revised draft of resolution No. 3 of the extraordinary general meeting of the shareholders of the Company convened for 30 June 2015 (the “General Meeting”) regarding the increase of the Company’s share capital by way of right issue of ordinary bearer shares, on conducting a public offering of newly-issued shares, on setting the record date for pre-emptive rights related to newly-issued shares as 10 September 2015, on the dematerialization and seeking the admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange of pre-emptive rights, rights to shares and newly-issued shares, and on amending the Company’s statute (“Resolution No. 3”). The change involves § 2 section 1(b) of Resolution No. 3 and has been presented below.
The wording of § 2 section 1(b) of Resolution No. 3 contained in the announcement dated 3 June 2015 is as follows:
“(b) determine the issue price of Series K Shares, provided, however, that such price shall not be lower than the Theoretical Ex-Rights Price (the “TERP”) decreased by a discount of 15%, where the TERP shall be calculated as follows:
where:
N shall mean the final number of Series K Shares determined in accordance with point (a) above,
P shall mean the issue price of Series K Shares determined by the management board of the Company,
N0 shall mean the number of shares outstanding in the Company’s share capital as of the date of this resolution, i.e. 351,310,288 (three hundred fifty-one million three hundred ten thousand two hundred eighty-eight), and
S shall mean the average closing price of the shares in the Company on the regulated market of the WSE in the ten sessions preceding the date of the determination of the issue price;”
The new wording of § 2 section 1(b) of Resolution No. 3 is as follows:
“(b) determine the issue price of Series K Shares, provided, however, that such price shall not be lower than the higher of:
- i. the Theoretical Ex-Rights Price (the “TERP”) decreased by a discount of 15%, where the TERP shall be calculated as follows:
where:
N shall mean the final number of Series K Shares determined in accordance with point (a) above,
P shall mean the issue price of Series K Shares determined by the management board of the Company,
N0 shall mean the number of shares outstanding in the Company’s share capital as of the date of this resolution, i.e. 351,310,288 (three hundred fifty-one million three hundred ten thousand two hundred eighty-eight), and
S shall mean the average closing price of the shares in the Company on the regulated market of the WSE in the ten sessions preceding the date of the determination of the issue price; and
- ii. PLN 5 (five zloty) per one Series K Share;”
The revised draft of Resolution No. 3 constitutes a schedule to this current report.
The remaining information regarding the convocation of the General Meeting published in current report No. 17/2015 dated 3 June 2015 remains unchanged.
Legal basis: Art. 56 section 1 item 2 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
Draft of resolution