GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC.S.A)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
(“GTC” or “the Company”)
The management board of Globe Trade Centre S.A. (the “Company”) hereby announces that it received notifications of a change in the shareholding of the Company by at least 1% of the votes in the Company as a result of the subscription for newly issued shares of the Company as at 28 June 2017 (the “Notifications”) from:
- LSREF III GTC Investments B.V. (“LSREF III”); and
- Lone Star Real Estate Partners III L.P. (“Lone Star” and together with LSREF III, the “Notifying Parties”).
In the Notifications, the Notifying Parties announced that:
- as of the date of the last notifications, LSREF III directly and Lone Star indirectly (through LSREF III), held 275,049,658 ordinary shares in the Company, which jointly constituted 59.77% of its share capital and entitled the Notifying Parties to exercise 275,049,658 votes at the general meeting of the Company, i.e. 59.77% of the total number of votes at the general meeting of the Company;
- immediately prior to this notifications, LSREF III directly and Lone Star indirectly (through LSREF III), held 279,060,380 ordinary shares in the Company, which jointly constituted 60.64% of its share capital and entitled the Notifying Parties to exercise 279,060,380 votes at the general meeting of the Company, i.e. 60.64% of the total number of votes at the general meeting of the Company;
- on 7 June 2017, LSREF III subscribed for 8,456,375 L-series bearer shares issued pursuant to a resolution of the ordinary general meeting dated 16 May 2017; on 28 June, the amendment of the Company’s articles of associate regarding the increase of the share capital through the issuance of 10,087,026 L-series bearer shares was registered by the registry court;
- as of 28 June 2017, LSREF III acquired in total 8,456,375 newly issued L-series bearer shares in the Company, which were issued as a result of the increase of the share capital of the Company, thereby increasing its share of the vote in the Company to 61.13% (the “Acquisition”). The acquisitions of shares settled before 28 June 2017 did not result in reaching the statutory threshold of 1%. Therefore, the first Acquisition effected on 28 June 2017 triggered the notification obligation;
- as at the date of the Notifications, following the Acquisition, LSREF III directly and Lone Star indirectly (through LSREFIII), hold 287,516,755 ordinary shares in the Company, which jointly constituted 61.13% of its share capital and entitled the Notifying Parties to exercise 287,516,755 votes at the general meeting of the Company, i.e. 61.13% of the total number of votes at the general meeting of the Company.
LSREF III announced that there are no subsidiaries thereof holding any shares in the Company, whereas Lone Star announced that the following entities controlled thereby hold shares in the Company: LSREF III (directly), LSREF3 GTC Holdings S.a.r.l. (indirectly) , Lone Star Capital Investments S.a.r.l. (indirectly), Lone Star Global Lendings III Limited (indirectly), Lone Star Real Estate Fund III (U.S.), L.P. (indirectly) and Lone Star Real Estate Fund III (Bermuda), L.P. (indirectly).
The Notifying Parties further stated that:
- with respect to both Notifying Parties, there are no persons referred to in Article 87 section 1 point 3 letter c of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies of 29 July 2005 (amended and restated: Journal of Laws of 2013, item 1382);
- none of the entities listed above hold financial instruments referred to in Article 69b section 1 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies of 29 July 2005 (amended and restated: Journal of Laws of 2013, item 1382);
- the total number of votes allotted to LSREF III directly and Lone Star indirectly, as indicated in Article 69 section 4 point 2,7 and 8 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies of 29 July 2005 (amended and restated: Journal of Laws of 2013, item 1382),is 279,060,380, constituting 60.64% of the number of votes in the Company.
Legal basis: Art. 70 section 1 of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies of 29July 2005 (amended and restated: Journal of Laws of 2013, item 1382).
