| Thu 11 Aug 2016, 8:30 | | GLOBE TRADE CENTRE S.A. - Abridged Pre-listing Statement |
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GTC 201608110011A
Abridged Pre-listing Statement
GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC)
(Share code on the JSE: GTC)
(ISIN: PLGTC0000037)
("GTC" or "the Company")
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement ("Abridged Pre listing Statement") relates to the secondary inward listing of GTC on the "Real
Estate Holdings and Development" sector of the main board of the stock exchange operated by JSE Limited ("JSE") JSE with effect from the
commencement of business on Thursday, 18 August 2016. The information and defined terms used in this Abridged Pre-listing Statement
are as set out in the full pre-listing statement issued by GTC on Thursday, 11 August 2016 ("Pre-listing Statement").
This Abridged Pre-listing Statement is not an offer to the public to acquire shares issued by GTC ("Shares") as contemplated in the South
African Companies Act, 2008 ("Act") nor does it call attention to or advertise such an offer. Accordingly this Abridged Pre-listing Statement
has not been and will not be registered as a prospectus in terms of and in accordance with the Act. It is issued in compliance with the JSE
Listings Requirements for the purpose of providing information to the public regarding the secondary inward listing of GTC.
This Abridged Pre-listing Statement highlights selected information from the Pre-listing Statement and is not intended to be comprehensive.
It is therefore not complete and does not contain all of the information that readers of this Abridged Pre-listing Statement should consider
before investing in the Shares. Investors should read the Pre-listing Statement carefully in its entirety.
The material set forth herein constitutes the fulfilment of the applicable disclosure obligations of the Company. The publication of this
communication is for information purposes only and does not constitute the making available of information to promote the purchase or
acquisition of securities or an inducement of their purchase or acquisition, including within the meaning of Article 53 section 1 of Polish Act
of 29 July 2005 on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public
Companies, as amended, and does not constitute a promotional campaign within the meaning of Article 53 section 2 of such act. No public
offering of any financial instruments issued by the Company, including the Shares, is being conducted on the basis of the Pre-listing Statement
in any jurisdiction.
This Pre-listing Statement, together with any other disclosure required pursuant to the JSE Listings Requirements, is the sole legally binding
document containing information on the Inward Listing. No person has been authorised to give any information or to make any representation
concerning the Company, its subsidiaries, the Group or the Shares in the context of the Inward Listing (other than as contained in this Pre-
Listing Statement) and, if given or made, any such other information or representation should not be relied upon as having been authorised
by the Company. This Pre-listing Statement has not been approved by, or filed with, the PFSA, which is the competent Polish supervisory
authority for the financial market in Poland, or any other regulatory body in Poland. No prospectus, information memorandum or other
offering document will be prepared, filed with or approved by the PFSA in connection with the Inward Listing.
The Company's securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or the laws of any state, and may only be offered or sold within the United States under an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state laws. No public offering of the Company's securities will
be made in the United States.
It may be unlawful to distribute this document in certain jurisdictions. In particular this document is not for distribution in the United States,
Canada, Japan or Australia.
1. INTRODUCTION
The JSE has granted GTC a secondary inward listing in respect of up to 460,216,478 Shares on the "Real Estate Holdings
and Development" sector of the main board of the JSE under the abbreviated name "GTCSA", share code "GTC" and
ISIN: PLGTC0000037. GTC will maintain its primary listing on the Warsaw Stock Exchange.
As with other inward listed shares, GTC will be classified as "domestic" for the purposes of South African exchange controls.
Accordingly, South African investors may invest in Shares without affecting their permissible foreign portfolio investment allowances
or foreign exposure limits.
The financial year-end of the Company is 31 December.
2. OVERVIEW OF GTC
2.1 Background
GTC is a joint stock company incorporated and operating under the laws of the Republic of Poland since its date of incorporation,
being 25 January 1994. The GTC Group has since establishment been present in the real estate market, developing office and
retail properties in Poland and the capital cities of other countries within Central and Eastern Europe, including Czech Republic,
Hungary, Poland and Slovakia ("CEE") and South Eastern Europe, including Bulgaria, Croatia, Romania and Serbia ("SEE"). In
2015, GTC changed its strategy from a pure development approach to a developer and asset manager approach.
As of 31 December 2015, the GTC Group consisted of the Company and 99 entities directly or indirectly controlled by the
Company and seven jointly controlled and associated entities ("Group"). The object of the activity carried out by companies
from the Group includes development and management of real estate properties.
As of 31 December 2015, the Group conducted operations in seven countries (Poland, Romania, Hungary, Croatia, Serbia and
Bulgaria) and it conducts operations in the Czech Republic through its associates.
GTC was listed on the Warsaw Stock Exchange in 2004 and the Shares are included in the WIG30 index.
GTC's headquarters are located in Warsaw, at ul. 17 Stycznia 45A.
2.2 Nature of business
The GTC Group is a renowned developer and commercial real estate manager in CEE and SEE, operating in Poland, Romania,
Hungary, Croatia, Serbia and Bulgaria. Additionally, it holds land in Ukraine and Russia and operates in the Czech Republic
through its associates and joint ventures.
The Group's internal asset management team maintains and manages the Group's portfolio.
The Group's portfolio comprises:
(i) completed commercial properties;
(ii) commercial properties under construction;
(iii) a commercial landbank intended for future development or for sale; and
(iv) residential projects and landbank.
Since its establishment and as at 31 December 2015 the Group:
(i) has developed approximately 950,000 sqm of commercial space and approximately 300,000 sqm of residential space; and
(ii) has sold approximately 430,000 sqm of commercial space in completed commercial properties and approximately
299,000 sqm of residential space.
2.3 Property portfolio
As of 31 December 2015, the Group's property portfolio comprised, inter alia, the following properties:
- 25 completed commercial properties, including 20 office and five retail properties with a combined commercial space of
approximately 524,000 sqm, of which the Group's proportional interest amounts to approximately 500,000 sqm of net
rentable area ("NRA");
- three commercial projects under construction, including two office projects and one retail project with total NRA of
approximately 90,000 sqm, of which the Group's proportional interest amounts to 90,000 of NRA;
- commercial landbank designated for future development, with approximately 862,000 sqm NRA;
- residential projects and landbank of approximately 369,000 sqm NRA designated for residential use; and
- three assets held for sale, one retail project (Galleria Arad and Galleria Piatra Neamt in Romania) and land plot in Poland.
As of 31 December 2015, the book value of the Group's portfolio amounts to Euro 1.3 billion with:
(i) the Group's completed commercial properties accounting for 80% thereof;
(ii) commercial properties under construction - 8%;
(iii) a commercial landbank intended for future development or for sale - 10%; and
(iv) residential projects and landbank accounting for 2%.
Based on the Group's assessment approximately 97% of the portfolio is core and the remaining 3% is non-core assets, including
assets held for sale and residential projects.
As of 31 December 2015, the Group's completed properties in its three most significant markets, i.e. Poland, Hungary and
Romania, constitute 39%, 20% and 14% of the total book value of all completed properties respectively.
The Group conducts operations in the Czech Republic, through its associates. The Group's proportional interest in assets in
Czech Republic amounts to approximately 24,000 sqm of NRA in two office buildings and a shopping mall. The Group also
holds a land plot located in Russia, and a land plot designated for Ana Tower located in Romania.
Additionally, the Group manages third-party assets, including one office building in Budapest, three office buildings in Warsaw
and one office building in Katowice.
2.4 Investment strategy
The Group's objective is to create value from:
- active management of a growing commercial real estate portfolio in CEE and SEE, supplemented by selected development
activities; and
- enhancing deal flow, mitigating risks and optimising performance through its regional platform, by investing its own funds,
the proceeds from share capital increase and reinvesting potential proceeds from the sale of real properties.
The Group implements the following elements, among others, to achieve its strategic objectives:
- Acquiring yielding properties in Poland and in capital cities of selected CEE and SEE countries.
- Improving the efficiency of asset management activities and maximising operating performance and efficiency.
- Developing selected projects in the pre-construction or construction stage.
- Disposal of non-core and mature assets.
- Maintaining a balanced mix of investments across CEE and SEE regions and adapting to changes in the real estate markets
2.5 Major shareholders
Based on the most recent representations regarding the appointment of the Supervisory Board members, the major
shareholders that, directly or indirectly, are beneficially interested in 5% or more of the issued GTC Shares are LSREF III GTC
Investments B.V. ("LSREF") and two open pension funds:
Number of
Shareholder shares held % interest
LSREF III GTC Investments B.V. 278,849,657 61
OFE PZU Zlota Jesien 47,847,000 10
AVIVA OFE AVIVA BZ WBK 32,922,000 7
Other shareholders 100,597,821 22
Total 460,216,478 100
Lone Star is a leading private equity firm that invests globally in real estate, equity, credit and other financial assets. LSREF is
indirectly owned by Lone Star Real Estate Fund III (U.S.), L.P., and Lone Star Real Estate Fund III (Bermuda), L.P. (the Funds), which
are private equity funds specialising in commercial real estate and related investments. Lone Star Real Estate Partners III, L.P. is
the general partner of each of the Funds.
There will be no change in controlling shareholder as a result of the implementation of the secondary inward listing of GTC as
described in this Abridged Pre-listing Statement.
3. DIRECTORS
3.1 Management Board
The Management Board is in charge of the Group's strategy and operations. The Board steers the Company towards its
strategic and financial targets. All Board members, as well as other executives, are highly experienced real estate professionals
with a successful track record in CEE and other regions.
Names, age and Role and/
nationality Business address or function Qualification
Thomas Kurzmann 17 Stycznia 45A Chief Executive Graduated from the Federal Higher Technical Institute in Graz
(50) 02-146 Officer (Civil Engineering).
Austrian Warsaw
Poland
Erez Boniel 17 Stycznia 45A Chief Financial Graduated from the University of Haifa in 1990, obtaining a
(50) 02-146 Officer BAi??degree in economics and accounting, and from University of
Israeli Warsaw Calgary in 1991, obtaining an MBA with honours. Also holds a
Poland CPA (Certified Public Accountant) certificate .
3.2 Supervisory Board
The Supervisory Board is appointed by shareholders who hold stakes of 5% and above of the shares in the Company, and in
turn appoints and supervises the work of the Management Board. Currently the Supervisory Board comprises eight members.
Names, age and Role and/
nationality Business address or function Qualification
Alexander Hesse 17 Stycznia 45A Chairman Graduated from WHU Otto Beisheim School of Management
(46) 02-146 and successfully participated in MBA programmes at Penn
German Warsaw State University and Instituto Tecnoli??gico Auti??nomo de
Poland Mi??xico (ITAM).
Mariusz Grendowicz 17 Stycznia 45A Member - Studied at the University of Gdansk and then obtained a
(55) 02-146 Independent diploma in international banking at the Chartered Institute of
Polish and British Warsaw Bankers in London.
Poland
Philippe Couturier 17 Stycznia 45A Member Holds a degree in Business and Administration from INSEEC,
(49) 02-146 Paris.
French Warsaw
Poland
Katharina Schade 17 Stycznia 45A Member Graduated from Philipps University in Marburg and is a CFA
(35) 02-146 charterholder.
German Warsaw
Poland
Marcin Murawski 17 Stycznia 45A Member Graduated from the Faculty of Management of Warsaw
(42) 02-146 University in 1997 and holds an ACCA certificate (gained in
Polish Warsaw 1999), an ACCA Practising Certificate (gained in 2003), a KIBR
Poland entitlement certificate (gained in 2003) and a CIA certificate
(gained in 2005).
Jan Dudden 17 Stycznia 45A Member Holds a degree in Business and Administration from the WHU
(38) 02-146 Otto Beisheim School of Management.
German Warsaw
Poland
Ryszard Koper 17 Stycznia 45A Member Graduated from Lodz University's Faculty of Law and
(43) 02-146 Administration in 1996. He also completed post-graduate
Polish Warsaw studies in tax law at the Faculty of Law, University of
Poland Osnabri??ck in Germany in 1997.
Tomasz Styczynski 17 Stycznia 45A Member Graduated from the Faculty of Banking and Finance and the
(38) 02-146 Faculty of Management and Marketing at Cracow University
Polish Warsaw of Economics.
Poland
4. PROSPECTS AND STRATEGIC OBJECTIVES
Following the successful completion of the rights issue in the third quarter of 2015, the Company's new strategy assumes acquiring
income generating assets and the development of selected projects. The Company assigns both objectives the same priority and
intends to ensure the parallel implementation thereof, taking into consideration existing market conditions.
The investments targeted by the Company would be required to meet the following criteria:
- Office and retail assets.
- Located in Warsaw or secondary cities in Poland and in the capital cities of CEE and SEE countries.
- Cash generation ability (upon acquisition or shortly after).
- Potential improvement capacity through leasing, improvement in occupancy, increase of rental rates, redevelopment, and/or
stabilisation of NOI/FFO yields.
The projects selected to be developed would be required to meet the following criteria:
- Office or retail assets.
- Located in Warsaw or secondary cities in Poland or in the capital cities of CEE/SEE countries.
- Market situation justifying the commencement of the development.
Subject to market conditions, the timing of acquiring income-generating assets financed from the proceeds of the abovementioned
share capital increase is assumed to range from 12 to 18 months from the completion thereof.
The Group's expansion will be selective and will be evaluated based on market opportunity, demand and potential return on
investment. The Group may invest alone or may co-invest with partners, which will allow for increased portfolio diversification and
boosting the scope of investments.
5. IMPORTANT DATES AND TIMES
All dates and times referred to in this Abridged Pre-listing Statement are times in South Africa. The dates and times in this Abridged
Pre-listing Statement are subject to change and any such changes will be released on SENS.
2016
Pre-listing Statement available Thursday, 11 August
Abridged Pre-listing Statement published on SENS Thursday, 11 August
Abridged Pre-listing Statement published in the press Friday, 12 August
Listing Date (09:00) Thursday, 18 August
6. COPIES OF THE PRE-LISTING STATEMENT
The Pre-listing Statement is available in English only. Copies of the Pre-listing Statement may be obtained during normal business hours
from Thursday, 11 August 2016 from:
- Computershare Investor Services Proprietary Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001;
- Investec Corporate Finance, a division of Investec Bank Limited, 2nd Floor, 100 Grayston Drive, Sandown, Sandton, 2196; and
- GTC's website: https://gtc.com.pl/en/
11 August 2016
Johannesburg
Investment Bank and Sponsor
Investec Specialist Bank
Transfer Secretaries
Computershare
Polish Legal Advisors
Weil, Gotshal & Manges i?? Pawel Rymarz sp.k.
South African Legal Advisors
Werksmans Attorneys
Communications Advisor
Instinctif Partners
Date: 11/08/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
