THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS CURRENT REPORT IS PUBLISHED TO SATISFY THE INFORMATION REQUIREMENTS WITH WHICH GLOBE TRADE CENTRE S.A. AS A PUBLIC COMPANY THE SECURITIES IN WHICH ARE ADMITTED TO TRADING ON A REGULATED MARKET MUST COMPLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE DISCLAIMER AT THE END OF THIS CURRENT REPORT.

Referring to current report No. 13/2021 of 29 June 2021 r., in which Globe Trade Centre S.A. (the “Company”) announced the resolutions adopted by the annual general meeting of the Company dated 29 June 2021, including the resolution No. 28 regarding the increase of the Company’s share capital through the issuance of ordinary series O bearer shares, the exclusion of all of the pre-emptive rights of the existing shareholders to all of the series O shares, the amendment of the Company’s statute, the application for the admission and introduction of the series O shares and/or rights to series O shares to trading on the regulated market operated by the Warsaw Stock Exchange and the dematerialisation of the series O shares and/or rights to series O shares (the „Issue Resolution”), the Management Board of the Company hereby announces that, following the completion of the book-building process for the series O shares pursuant to the Issue Resolution (the “Series O Shares”), acting pursuant to the authorisation granted to it in § 3 Section 1 Item 1 of the Issue Resolution, it has determined the issue price of the Series O Shares at PLN 6.40 (six zloty and forty groszy) per one Series O Share, i.e. at the level of the arithmetic average of daily volume-weighted average prices of the shares in the Company on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) in the ten session days preceding the date of the determination of the issue price for the Series O Shares (i.e. from (and including) 2 December 2021 until (and including) 15 December 2021) equal to PLN 6.85, decreased by a discount of 6.6% approved by the Supervisory Board of the Company on 16 December 2021, i.e. not exceeding 10% as set out in the Issue Resolution.

The Management Board of the Company also resolved to offer for subscription to investors selected by the Management Board, on the terms set out in the Issue Resolution and the terms of subscription determined on the basis thereof, a total of 88,700,000 (eighty-eight million seven hundred thousand) Series O Shares. In accordance with the above terms of subscription, the management board has decided to increase the number of offered Series O Shares from the original 55,000,000 by additional 33,700,000 shares.

The final number of Series O Shares to be acquired by such investors under validly executed Series O Shares subscription agreements will be disclosed by the Company separately following the completion of the Series O Shares subscription period.

Furthermore, the Management Board of the Company hereby announces that the relevant agreements to subscribe for the Series O Shares allocated to the investors selected by the Management Board shall be concluded not later than on 21 December 2021.


Disclaimer:

This current report was prepared in accordance with Art. 17(1) of Regulation of the European Parliament and Council (EU) No. 596/2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (inside information) and Article 56.1 section 2 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (the “Act on Public Offering”).

This current report is for information purposes only and is made to satisfy the information requirements with which Globe Trade Centre S.A. as a public company the shares in which are admitted and introduced to trading on the regulated market operated by the Warsaw Stock Exchange must comply; furthermore, it does not (i) constitute or form any part of any offer or invitation to directly or indirectly subscribe for, underwrite or otherwise acquire securities of Globe Trade Centre S.A., with its registered seat in Warsaw, or any solicitation of any offer to purchase or subscribe for such securities or (ii) represent advertisement or promotional material prepared or published by the Company for the purpose of promoting the securities of Globe Trade Centre S.A. or their subscription, purchase or offering or for the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for such securities.

This current report is not an advertisement referred to in Article 22 of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC.

In particular, this current report and the information contained in it is not intended for publication, release, transmission, distribution or forwarding, whether directly or indirectly, from or to the United States of America or other jurisdictions where such distribution, publication or use is prohibited by law. The securities referred to in this current report have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may be offered or sold in the United States of America solely under an exemption or as part of transactions which are not covered by registration requirements under the U.S. Securities Act.

 

Legal basis: Art. 17(1) of Regulation of the European Parliament and Council (EU) No. 596/2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (inside information).

 16.12.2021   18:50