In reference to the current report no. 1/2025 dated 2 January 2025, the Management Board of Globe Trade Centre S.A. (the “Company” or “GTC”) hereby informs that on 15 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”).
On 31 March 2025, GTC Paula S.À R.L. exercised an 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”). Settlement of the Call Option has not yet occurred and is expected to occur in the coming weeks.
The settlement of the Call Option forms part of a series of transactions related to the acquisition of the German residential portfolio from LFH Portfolio Acquico S.À R.L. and Peach Property Group AG, as announced in current report no. 21/2024 dated 16 November 2024. Following the settlement of the Call Option, the Company will indirectly hold an 89.9% stake in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II GmbH & Co. KG, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH, and Portfolio Helmstedt GmbH, as well as an 84.8% stake in Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, and Portfolio Kaiserslautern VI GmbH.
Under the amended terms and conditions of the Participating Notes, if Paula S.À R.L. settles the Call Option before 30 April 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”). Additionally, from 15 April 2025 onwards, the noteholder is allowed to request early redemption of the Participating Notes, subject to the relevant Share Capital Increase.
In each case, 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).
16.04.2025 08:51