In reference to the current reports No. 13/2022 dated 19 February 2022, No. 15/2022 dated 1 March 2022, No. 16/2022 dated 1 March 2022, No. 17/2022 dated 1 March 2022 and No. 23/2022 dated 21 April 2022, the Management Board of Globe Trade Centre S.A. (the “Company”) hereby reports that on 12 September 2022, the Company received notification (the “Notification”) of a change in the shareholding of the Company from:
GTC Holding Zártkörűen Működő Részvénytársaság, having its registered office at Döbrentei út. 2, 1013 Budapest, Hungary (“GTC Holding”)
Alpine Holding Korlátolt Felelősségű Társaság, having its registered office at Andrássy út 11, 1061 Budapest, Hungary (“Alpine”)
Global Debt Strategy S.à r.l. having its registered office at 5 rue Guillaume Kroll L-1882 Luxembourg, Grand Dutchy of Luxembourg, acting for the account and on behalf of its compartment: GTC Investments („GDS”)
(all referred to as "Holders")
issued pursuant to article 69a of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading and on Public Companies.
Pursuant to the Notification, as a result of completion of the intra-group corporate reorganization (“Group Reorganization”), GDS being a subsidiary of Alpine, directly acquired from GTC Holding control over 100% of the shares of GTC Dutch Holdings B.V. (“GTC Dutch”). GTC Dutch is a shareholder of the Company directly holding 247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company, representing 43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes in the Company.
Since, on 18 February 2022 GTC Dutch and Icona Securitization Opportunities Group S.À. R.L. with its registered office in Luxembourg, acting for and on behalf of its compartment Central European Investments (“ISO”) concluded an assignment agreement, which became effective on 1 March 2022 (the “Assignment Agreement”), based on which (i) ISO transferred to GTC Dutch its rights to exercise the voting rights attached to its 90,176,000 votes in the Company, representing 15.7% of the total votes in the Company (“ISO Voting Rights”), within the meaning of Article 87 section 1 point 3 letter c) of the Act on Public Offering, and (ii) ISO granted to GTC Dutch an unconditional and irrevocable power of attorney to exercise the ISO Voting Rights (“Power of Attorney to ISO Voting Rights”), in result of the Group Reorganization, Alpine through GDS, and in turn GDS through GTC Dutch, indirectly acquired also right to exercise ISO Voting Rights.
The Group Reorganization not involve a direct transfer of shares of the Company nor the change of total number of shares and votes of the Company held by the group of companies.
Pursuant to the Notification, GTC Holding, GTC Dutch and ISO continues to be parties to the acting in concert agreement, which the Company reported in current report No. 19/2022 of 1 March 2022.
Pursuant to the Notification, before the Group Reorganisation, GTC Holding held directly and indirectly 269,352,880 shares of the Company, entitling to 269,352,880 votes in the Company, representing 46.9% of the share capital of the Company and carrying the right to 46.9% of the total votes in the Company, including:
a) directly held 21,891,289 shares of the Company, entitling to 21,891,289 votes in the Company, representing 3.8% of the share capital of the Company and carrying the right to 3.8% of the total votes in the Company; and
b) indirectly (i.e. through GTC Dutch) held 247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company, representing 43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes in the Company.
Before the Group Reorganization, neither Alpine nor GDS held directly or indirectly any shares of the Company.
Pursuant to the Notification, as a result of the Group Reorganization:
a) GTC Holding directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes in the Company, representing 3.8% of the share capital of the Company and carrying the right to 3.8% of the total votes in the Company and GTC Holding does not indirectly hold any shares of the Company;
b) Alpine indirectly holds (i.e. through GDS, which in turn indirectly holds through GTC Dutch) 247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company, representing 43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes in the Company;
c) GDS indirectly holds (i.e. through GTC Dutch) 247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company, representing 43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes in the Company.
Pursuant to the Notification, GTC Dutch, being a subsidiary of GDS, which is in turn a subsidiary of Alpine, holds 247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company, representing 43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes in the Company. No subsidiaries of GTC Holding holds directly or indirectly any shares of the Company.
Pursuant to the Notification, there are no persons mentioned in Article 87 section 1 point 3 letter c of the Act on Public Offering, besides GTC Dutch, which concluded with ISO the Assignment Agreement being the agreement transferring the right to exercise the voting rights referred to in Article 87 Section 1 point 3 letter c of Act on Public Offering, transferring the ISO Voting Rights to GTC Dutch. Pursuant to the Assignment Agreement, ISO also granted to GTC Dutch the Power of Attorney to ISO Voting Rights.
Pursuant to the Notification, none of the Holders possess the financial instruments referred to in article 69b paragraph 1 of the Act on Public Offering.
Pursuant to the Notification, none of the Holders possess any of the financial instruments referred to in article 69b paragraph 1 of the Act on Public Offering, therefore Holders do not have votes from shares calculated in accordance with article 69b paragraph 3 of the Act on Public Offering.
Pursuant to the Notification, after the execution of the Group Reorganization, the aggregate total number of votes at GTC's general meeting resulting from shares indirectly kept by the Holders remains unchanged.
Pursuant to the Notification, the total votes of GTC Holding is 21,891,289 votes in the Company entitling to 3.8% of the total votes in the Company.
Pursuant to the Notification, the total votes of Alpine, indirectly through GDS, and in turn of GDS holds indirectly through GTC Dutch, is 247,461,591 votes in the Company entitling to 43.1% of the total votes in the Company. In addition, Alpine also indirectly holds, through GDS, which in turn holds indirectly through GTC Dutch, ISO Voting Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling to 15.7% of the total votes in the Company.
Legal basis: Art. 70 point 1 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.
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