The Management Board of „Globe Trade Centre” Spółka Akcyjna with its registered seat in Warsaw (hereinafter: “GTC SA” or “Acquiring Company”), acting in accordance with the requirement of article 504 in connection with article 5161 of the Act of 15 September 2000, the Commercial Companies Code (hereinafter: the “CCC”), hereby issues the first notification to Shareholders of GTC SA concerning the planned cross-border merger by acquisition of GTC SA, as the acquiring company, with its subsidiary under the legal name GTC RH B.V., a company established and operating under the laws of the Netherlands, with its registered seat in Amsterdam, the Netherlands (hereinafter: “GTC RH” or “Acquired Company”), as the acquired company (hereinafter: the “Merger”).
The indication of merging companies:
It is intended to merger the following companies:
- „GLOBE TRADE CENTRE” S.A. with its registered seat in Warsaw (address: Wołoska Street no 5, 02-675 Warsaw, Poland) entered into the entrepreneur register maintained by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register under the KRS number 0000061500, NIP no.: 527-00-25-113, REGON no.: 012374369, share capital PLN 46,021,647.80 paid up in full – as the acquiring company,
- GTC RH B.V. with its registered seat in Amsterdam, the Netherlands, address: Diakenhuisweg 11, 2033AP Haarlem, the Netherlands, registered with Trade Register of the Chamber of Commerce in the Netherlands under the number 34191622, share capital: EUR 18,000.00 – as the acquired company.
Information concerning the Merger method:
The Merger will be carried out in accordance with article 492 § 1 item 1 in connection with article 5161 et seq., in particular article 51615 § 1 of the CCC, by transferring all of the assets and liabilities of GTC RH, as the acquired company, to GTC RH, as the acquiring company, and dissolution of the Acquired Company without carrying out the liquidation procedure (cross-border merger by acquisition). The Merger will be carried out in accordance with the provisions of the CCC, i.e. in accordance with the provisions of Title IV, Division I (Merger of companies), Chapter 1 (General provisions) and Section 1 of Chapter 21 (Cross-border merger of capital companies) of the CCC (article 492 § 1 point 1 in connection with article 5161 et seq., in particular article 51615 § 1 of the CCC) and other regulations of Polish law applicable in this respect, the Dutch regulations on cross-border mergers of capital companies (in particular: the Dutch Civil Code, hereinafter referred to as: “DCC”) and the provisions of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liabilities companies.
The Merger shall be executed by:
- transferring to the Acquiring Company - as the sole shareholder of the Acquired Company - all of the assets and liabilities of the Acquired Company, by a way of universal legal succession and
- dissolution of the Acquired Company without carrying out the liquidation procedure, pursuant to provisions of article 492 § 1 point 1 in connection with article 5161 et seq., in particular article 51615 § 1 of the CCC and of article 2:309 and article 2:311 DCC as well as the provisions of article 2 (2) (c) of the Directive.
As a result of the Merger, GTC SA upon the Merger Date shall enter into all rights and obligations, assets and liabilities of GTC RH, pursuant to the provisions of article 494 § 1 in connection with article 516¹ of the CCC and article 2:309 DCC, and GTC RH will cease to exist without carrying out the liquidation procedure, pursuant to article 493 § 1 in connection with article 516¹ of the CCC and article 2:311 DCC.
Due to the fact that the Acquiring Company holds all (100%) shares in the share capital of the Acquired Company, the Merger shall be executed without increasing the share capital of the Acquiring Company, pursuant to article 515 § 1 in connection with article 516¹ of the CCC, and in accordance with the simplified procedure, as provided for in article 51615 § 1 of the CCC, in particular without examination of the Merger Plan by the respective court expert. Additionally, due to application of the said simplified procedure, articles 5163 point 2,4,5,6 of the CCC and article 5166 of the CCC shall not apply to the Merger.
As a result of the Merger GTC SA shall not change its legal form, name or registered seat and GTC RH shall cease to exist.
Relevant information regarding the Merger Plan, the way of making it available to the public, and the lack of obligation to announce the Merger Plan in Court and Economic Monitor:
The Merger shall be executed in accordance with the rules provided for in The Common Merger Plan of a cross - border merger by acquisition of the companies „Globe Trade Centre” Spółka Akcyjna and GTC RH B.V., drawn up and approved on by the Merging Companies pursuant to the provisions of article 498 of the CCC in connection with article 5161 of the CCC and article 5163 of the CCC, as well as article 2:312 of the DCC on 30 March 2016, which have been gratuitously made publicly available on GTC SA’s website, pursuant to article art. 5164 § 1 (second sentence) of the CCC:
on 30 March 2016 and it will be available without interruptions, until the day of closing of the meeting at which the resolution on the Merger is to be adopted, which is planned to be convened on 24 May 2016 (hereinafter: the “Merger Plan”).
According to article 5164 § 1 second sentence of the CCC, GTC SA is not obliged to announce the Merger Plan in Court and Economic Monitor, as it gratuitously made the Merger Plan publicly available on its website not later than one month before the day of commencement of the Shareholders Meeting, at which the resolution on the Merger is to be adopted, without interruptions, until the day of closing of the meeting at which the resolution on the Merger is to be adopted
Regardless of the above, the Merger Plan has been announced in the form of a current report, as Current Report No 3/2016, in accordance with § 20a section 2 point 1 of the Decree of the Ministry of Finance of 19 February 2009 regarding current and periodical information submitted by issuers of securities and the conditions for approving as equivalent information, required by the law of a non-member state (consolidated text: Journal of Law of 2014, item 133 as amended).
Notification on the right to inspect the documents:
GTC SA informs, that pursuant to article 5167 § 1 in connection with article 504 § 2 point 2 of the CCC, the Shareholders and employees of GTC SA are entitled to review / inspect the following documents (hereinafter jointly referred to as: "Merger Documents"):
1) the Merger Plan;
2) financial statements and reports of management boards on the activities of the merging companies for the last three financial years with an opinion and report of an expert accountant, if such opinion or report were prepared;
3) the Report of the Management Board of GTC SA justifying the merger
The Merger Documents will be available to the Shareholders and employees of GTC SA from 20 April 2016, i.e. the day of issuance of this notification, to 24 May 2016, i.e. the day of commencement of the Ordinary Shareholders Meeting of GTC SA at which the resolutions on the Mergers are to be adopted.
Additionally the Shareholders and employees of GTC SA are entitled to demand copies of Merger Documents being made available to them free of charge at the premises of GTC SA.
Due to the fact, that the change of GTC SA’s premises / office of the Management Board of GTC SA is planned, the Merger Documents will be available, from Monday to Friday from 10 am to 4 pm at current office / seat of GTC SA in Warsaw, at Wołoska Street no 5, 02-675 Warsaw, Poland, from 20 April until 16 May 2016, the day of changing the current office to new office / seat of GTC SA at 17 Stycznia Street no 45a, 02-146 Warsaw, Poland. From 16 May 2016 to 24 May 2016, the Merger Documents will be available, from Monday to Friday from 10 am to 4 pm at the new office / seat of GTC SA in Warsaw, at 17 Stycznia Street no 45a, 02-146 Warsaw, Poland.
Due to the fact that the Acquiring Company holds all of the shares (100%) in the share capital of the Acquired Company, the Merger Plan is not subjected to examination by a court expert, pursuant to article 51615 § 1 of the CCC. Consequently, the GTC SA’s Shareholders and employees will not be provided with the courts expert’s opinion for their review, as such opinion will not be issued.
Notion:
Pursuant to the provisions of article 504 § 1 in connection with article 5161 of the CCC, the Management Boards of the merging companies shall notify the shareholders of the intention of the merger with another company twice. The notification shall be made in the manner envisaged for convening shareholders' meetings of GTC SA. Considering the fact that GTC SA is a public company, this notification is being made pursuant to article 4021 § 1 of the CCC, i.e. in a form of the current report and will be published on GTC SA’s website.
This announcement is the first notification concerning the planned merger of the Acquiring Company and the Acquired Company.
Legal basis: § 5.1.14a of the Regulation of the Minister of Finance dated 19 February 2009 on current and periodic information published by issuers of securities and on the conditions under which such information may be recognised as being equivalent to information required by the laws of a state which is not a member state.
20.04.2016 16:43