In reference to the current report no. 7/2025 dated 16 April 2025 and the current report no. 10/2025 dated 30 April 2025, the Management Board of Globe Trade Centre S.A. (the “Company” or “GTC”) hereby informs that on 30 May 2025, the Company entered into an amendment agreement with the sole noteholder, LFH Portfolio Acquico S.À R.L. (the “Participating Notes Amendment Agreement”), 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”).
Simultaneously, on 30 May 2025, an amendment agreement was concluded between GTC Paula SARL, LFH Portfolio Acquico S.À R.L., ZNL Investment S.À R.L., 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 (the “Share and Purchase Amendment Agreement”), related to the share sale and purchase agreement concluded on 15 April 2025 (the “Share and Purchase Agreement”). The purpose of the Share and Purchase Amendment Agreement is to modify the repayment plan for outstanding payments arising from the associated Share Purchase Agreement, as reported by the Company in current report no. 10/2025 dated 30 April 2025.
According to the parties’ arrangements under the Share and Purchase and the Participating Notes Amendment Agreements, the parties agreed to the conditional extension of 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”), enabling the Company to retain its right to exercise the early redemption of the Participating Notes.
The deadline for the settlement of the Call Option will be extended until 15 August 2025, provided that the Company and/or its subsidiaries satisfy, within the specified timeframes, several stipulated conditions, including, inter alia, the requirement to establish, subject to obtaining the relevant corporate approvals, encumbrances over the Citygate project in Bucharest in favour of LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L., to secure any payment claims under the Share Purchase Agreement, the side agreement concluded on 30 April 2025 (as amended), and the Share and Purchase Amendment Agreement.
If the conditions are satisfied, as of 15 August 2025, the Company will regain 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.
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).
31.05.2025 23:45