The management board of Globe Trade Centre S.A. (the “Company”) hereby announces that on 25 November 2015 it received notifications dated 25 November 2015 on a change in the shareholding of the Company by at least 1% of the votes in the Company as a result of acquisition of shares of the Company between 17 and 25 November 2015 (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 the dates of the last notifications, LSREF III directly and Lone Star indirectly (through LSREF III), held 194,078,187 ordinary shares in the Company, which constituted 55.24% of the share capital and entitled the Notifying Parties to exercise 194,078,187 votes at the general meeting of the Company, i.e. 55.24% of the total number of votes at the general meeting of the Company;
- between 17 and 25 November 2015, LSREF III directly and Lone Star indirectly (through LSREF III), acquired 10,884,135 ordinary shares in the Company, which resulted in the increase in the share in the total number of votes at the general meeting of the Company up to 58.28% (the “Transaction”);
- immediately prior to the Transaction, LSREF III directly and Lone Star indirectly (through LSREF III), held 257,335,875 ordinary shares in the Company, which constituted 55.92% of its share capital and entitled the Notifying Parties to exercise 257,335,875 votes at the general meeting of the Company, i.e. 55.92% of the total number of votes at the general meeting of the Company;
- as at the date of the Notifications, after the settlement of the Transaction, LSREF III directly and Lone Star indirectly (through LSREF III), held 268,220,010 ordinary shares in the Company, which constituted 58.28% of its share capital and entitled the Notifying Parties to exercise 268,220,010 votes at the general meeting of the Company, i.e. 58.28% of the total number of 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), LSREF3 GTC Holdings 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).