In reference to the current report no. 7/2025 dated 16 April 2025, the Management Board of Globe Trade Centre S.A. (the “Company” or “GTC”) hereby informs that on 30 April 2025, the Company entered into an agreement with the sole noteholder, LFH Portfolio Acquico S.À R.L., to amend the terms and conditions of the bearer subordinated participating series A notes, with a total nominal value of EUR 41,821,389.06 (the “Participating Notes”).
Pursuant to the agreement amending the terms and conditions of the Participating Notes, the deadline for the settlement of the option against LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the “Call Option”) has been extended, enabling the Company to retain its right to exercise the early redemption of the Participating Notes.
GTC Paula S.À R.L. exercised the Call Option on 31 March 2025. Settlement of the Call Option has not yet occurred and is expected to occur in the coming weeks.
Under the amended terms and conditions of the Participating Notes, if Paula S.À R.L. settles the Call Option before 30 May 2025, the Company will be entitled to exercise its right to early redemption of the Participating Notes, provided that the General Meeting adopts a resolution to increase the Company’s share capital (requiring the exclusion of pre-emptive rights of the Company’s shareholders) and/or any other resolution necessary to effectuate the Company’s right to early redemption (the “Share Capital Increase”).
Upon early redemption, the Participating Notes will be redeemed by way of set-off against the subscription price of the equity instruments to be subscribed for by the noteholder under the Share Capital Increase, with no additional redemption amount due and no cash payable to the noteholder.
Furthermore, on 30 April 2025, a side agreement (the “Side Agreement”) was concluded between GTC Paula SARL, LFH PORTFOLIO ACQUICO SARL, ZNL INVESTMENT SARL, AcquiCo Heidenheim I GmbH, AcquiCo K'lautern III GmbH, AcquiCo KL Betzenberg IV GmbH, AcquiCo KL Betzenberg V GmbH, Portfolio K’lautern IV November, AcquiCo K’lautern VII GmbH, AcquiCo Helmstedt GmbH, Portfolio K’lautern I November, AcquiCo K’lautern II GmbH, and Portfolio Heidenheim I November, related to the share sale and purchase agreement notarized on 11/15 April 2025 and recorded under index of deeds no. 335/2025-H of notary Dr. Alexander Haines in Frankfurt am Main (the “Share and Purchase Agreement”). The purpose of the Side Agreement is to regulate the agreed repayment plan for outstanding payments arising from the associated Share and Purchase Agreement, which the buyers failed to make within the stipulated timeframe in accordance with its provisions. According to the parties’ arrangements, the outstanding amounts are to be settled in two instalments: a planned down payment of EUR 5,000,000.00 by 30 April 2025, and a planned closing payment covering the remaining amount on 30 May 2025. The planned down payment was made on 30 April 2025.
Legal basis: Art. 17 (1) of the Regulation of the European Parliament and of the Council (EU) No. 596/2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (inside information).
30.04.2025 21:40