THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
The Management Board of Globe Trade Centre S.A. (the “Company”) and GTC Real Estate Development Hungary Zrt. (“GTC Hungary”), hereby announces the launch of the refinancing process of EUR 500 million bonds (due in 2026), with a coupon of 2.25% (the “Notes”), issued by GTC Aurora Luxembourg S.A. (“GTC Aurora”).
The refinancing of the Notes will be effected through the issuance of New Notes (as described under letter A (Issue of New Notes) below) and the concurrent Tender Offer (as described under letter B (Tender Offer) below).
Following the maturity or redemption in full of any Notes remaining outstanding after the cancellation of Notes purchased in the Tender Offer, GTC Aurora will assume all obligations of the SPV Issuer as issuer of the New Notes, and the Company and its Group will establish guarantees and collateral for the New Notes (as described under letter C (Assumption of SPV Issuer Obligations by GTC Aurora, Guarantees and Collateral) below).
On 1 October 2025, the Company also entered into a Backstop Agreement in relation to the New Notes with an existing investor in the Notes, covering a principal amount of between EUR 275 million and EUR 300 million of the New Notes (as described under letter D (Backstop Agreement in Relation to the New Notes) below).
A. Issue of New Notes
On 1 October 2025, GTC Finance DAC (the “SPV Issuer”), a special purpose vehicle established for the purpose of issuing the New Notes and not a subsidiary of GTC Aurora or the Company, launched an offering of notes with a total nominal value of EUR 455 million, bearing interest at 6.50% per annum and with a maturity date of October 2030 (the “New Notes”).
The New Notes will be governed by English law and application will be made for the New Notes to be listed on the Global Exchange Market of Euronext Dublin.
The New Notes are being offered by the SPV Issuer on the terms and conditions set forth in a preliminary offering circular dated 1 October 2025.
B. Tender Offer
Concurrently with the issuance of the New Notes, GTC Hungary has launched a tender offer for all outstanding Notes, of which EUR 494 million is currently outstanding (the “Offer”), on the terms and conditions set forth in a tender offer memorandum dated 1 October 2025. The Offer will remain open to noteholders until 16:00 (London time) on 8 October 2025, with settlement of the Offer expected on 13 October 2025.
Notes accepted for purchase in the Offer will receive a purchase price of EUR 950 per EUR 1,000 in principal amount of Notes, except where noteholders also subscribed for New Notes, in which case such noteholders will be eligible to receive a purchase price of EUR 980 per EUR 1,000 in principal amount of Notes. Notes purchased in the Offer will also be paid accrued interest up to the settlement date of the Offer.
GTC Hungary’s acceptance of Notes validly tendered pursuant to the Offer is subject, without limitation, to the successful completion (in the sole determination of GTC Hungary) of the issue of the New Notes. Upon the successful issuance of the New Notes, the gross proceeds net of certain fees and expenses of the New Notes issuance will be deposited in an escrow account and pledged in favour of the security agent for the benefit of the trustee and the holders of the New Notes pursuant to an escrow charge, subject to the release of the Proceeds Loan and the Redemption Release (each as defined below).
If the Offer completes, a portion of the proceeds deposited in the escrow account in an amount necessary to pay the total consideration payable in connection with the Offer will be released from the escrow account and loaned (the “Proceeds Loan”) to GTC Hungary for such purpose. The New Notes will additionally be secured by an assignment by way of security of the Proceeds Loan in favour of the security agent for the benefit of the trustee. The obligations of GTC Hungary under the Proceeds Loan will be unconditionally guaranteed by the Company.
Proceeds of the New Notes not lent to GTC Hungary will remain in the pledged escrow account until they are subsequently released (the “Redemption Release”) to GTC Aurora to fund the redemption of any remaining Notes as and when they fall due to be redeemed or mature.
The Notes purchased in the Offer will be surrendered for cancellation.
C. Assumption of SPV Issuer Obligations by GTC Aurora, Guarantees and Collateral
Following the maturity or redemption in full of any Notes remaining outstanding after the cancellation of Notes purchased in the Offer:
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GTC Aurora will assume all obligations of the SPV Issuer as issuer with respect to the New Notes and the SPV Issuer will be released from all of its obligations with respect to the New Notes and the Proceeds Loan;
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The New Notes will be guaranteed jointly and severally by: (i) the Company and (ii) its subsidiaries which own the collateral (described in point 3 below) (the “Initial Subsidiary Guarantors”);
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The New Notes and the guarantees of the Initial Subsidiary Guarantors will be secured by certain properties and assets of the Initial Subsidiary Guarantors, including:
- first-ranking pledges over the bank accounts and receivables of GTC Aurora and the Initial Subsidiary Guarantors,
- first-ranking pledges over all shares in the entity indirectly owning the Galeria Północna shopping mall
(following a corporate reorganisation to enable this security arrangement, which will occur after the New Notes are issued
but before GTC Aurora assumes the SPV Issuer's obligations);
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mortgages on selected, unencumbered assets of the Initial Subsidiary Guarantors, namely commercial properties located in
Poland, Hungary and Romania, including: Globis Poznań in Poznań, Korona (Pascal, Edison, Newton and Galileo buildings) and Globis Wrocław in Wrocław, the Metro Office Building, Döbrentei Office and P59 Office Building in Budapest, City Gate South Building and City Gate North Building, Premium Plaza and Premium Point in Bucharest, projects under construction, such as Center Point III and Andrássy Palace in Budapest, investment land plots in Budapest
D. Backstop Agreement in Relation to the New Notes
On 1 October 2025, the Company entered into a backstop agreement (the “Backstop Agreement”) with Schroder Investment Management Limited and Schroder Investment Management North America Inc, each acting as agent on behalf of certain of their respective funds and clients (together “Schroders”), under which those funds and clients agreed to purchase a portion of the New Notes as part of the initial distribution of the New Notes (the “Commitment”). Schroders will be allocated between EUR 275 million and EUR 300 million in principal amount of the New Notes, with the final allocation to be determined by the Company. Schroders’ obligation to purchase the New Notes is, among other conditions, subject to a minimum size and yield threshold with respect to the New Notes. In consideration of the Commitment, the Company has agreed to pay a structuring fee to those funds and clients.
Legal basis: Article 17 (1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council 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 (confidential information).
Signed:
/s/ Małgorzata Czaplicka
President of the Management Board
s/ Jacek Bagiński
Management Board Member