GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
(“GTC” or “the Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO
NOTICE TO GTC SHAREHOLDERS IN RESPECT OF THE RATIO, THE PRICE OF THE SHARES TO BE ISSUED AND THE LAST DAY TO PARTICIPATE IN THE SHARE ELECTION
Further to the announcement made on 18 May 2017, where the terms below have been defined, in respect of a cash dividend or an election to receive newly issued GTC shares, shareholders are advised as follows:
The issue price is PLN 8.91 (“Issue Price”), being the arithmetic average of the daily volume-weighted average prices of GTC shares on the main market of the Warsaw Stock Exchange in the period of ten(10) session days prior to the dividend record date, being 26 May 2017, decreased by the amount of the dividend per share.
For South African Shareholders, the Issue Price is ZAR 31.49329 (being the Issue Price of PLN 8.91 converted to ZAR at the Rand exchange rate of PLN1.00: ZAR3.53460).
South African Shareholders participating in the Share Election will be entitled to receive up to 1 new GTC share for every 41.25 GTC shares held by such shareholders on the record date of Friday, 26 May 2017, representing the ratio that the cash dividend bears to the Issue Price. South African Shareholders should note the ratio is calculated net of tax.
The allocation of new GTC shares will be such that shareholders who opt for the Share Election will not be allocated a fraction of a new GTC share and, as such, any entitlement will be rounded down to the nearest whole number and the remaining amount will be multiplied by the fraction rate (ZAR 31.49329) and paid in cash.
By way of illustration of the above, a shareholder who holds 100 shares on the JSE and who participates in the Share Election would be entitled to no more than 100/41.25=2.42424 GTC shares which – in the case the shareholder participates in the Share Election in full – would be rounded down to 2 shares, and the residual payment would be 0.42424 x ZAR 31.49329 = ZAR 13.36079, payable in cash.
South African shareholders are required to liaise with their CSDP, broker or custodian in order to obtain further information on the next steps required to participate in the Share Election and to notify them if they wish to receive the new GTC shares pursuant to the Share Election in the manner and the time stipulated in the agreement governing the relationship between such shareholders and their CSDP, broker or custodian, failing which they will receive the cash dividend. The last day for South African shareholders to participate in the Share Election in lieu of the cash dividend will be 31 May 2017 at 6:00 p.m. CET (7:00 p.m. South African local time).
South African Shareholders are reminded that GTC is a company incorporated under the laws of the Republic of Poland with a primary listing on the Warsaw Stock Exchange. Consequently, Polish rules are applicable to the Cash Dividend or Share Election process. Shareholders are referred to GTC’s website, specifically to Current Report 15/2017, where the information relating to the Share Election has been announced to GTC shareholders on the Warsaw Stock Exchange.
The information provided above and in the SENS announcements released on 22 May 2017 and 18 May 2017 does not constitute tax advice and is only provided as a general guide on the Polish and South African tax treatment of the cash dividend and Share Election option by GTC to South African tax resident shareholders. For shareholders residing outside of South Africa, the dividend may have other legal or tax implications and all shareholders are advised to obtain appropriate advice from their professional advisers in this regard. Tax matters are complex, and the tax consequences to a particular shareholder will depend in part on such shareholder's circumstances. Accordingly, a shareholder is urged to consult his own tax advisor for a full understanding of the tax consequences to him, including the applicability and effect of Polish tax laws.
Date: 26 May 2017
Warsaw, Poland
Sponsor: Investec Bank Limited
Legal disclaimer
The material set forth herein constitutes the fulfilment of the applicable disclosure obligations of the Company. The publication of this communication is for information purposes only and does not constitute the making available of information to promote the purchase or acquisition of securities or an inducement of their purchase or acquisition, including within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended, and does not constitute a promotional campaign within the meaning of Article 53 section 2 of such act.
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 the United States, Canada, Japan or Australia.