| Tue 4 Jan 2022, 16:03 | | GLOBE TRADE CENTRE S.A. - Closing of the subscription of series O shares |
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Closing of the subscription of series O shares
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”)
Current report number: 1/2022
Closing of the subscription of series O shares
THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS CURRENT REPORT IS PUBLISHED TO SATISFY THE INFORMATION
REQUIREMENTS WITH WHICH GLOBE TRADE CENTRE S.A. AS A PUBLIC COMPANY THE
SECURITIES IN WHICH ARE ADMITTED TO TRADING ON A REGULATED MARKET MUST
COMPLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE DISCLAIMER AT THE END OF THIS CURRENT REPORT.
The Management Board of Globe Trade Centre S.A. (the “Company”) hereby announces that the
private subscription of Series O ordinary bearer shares (the “Series O Shares”) has been completed.
The Series O Shares were subscribed for pursuant to Resolution No. 28 of the Ordinary General Meeting
of the Company dated 29 June 2021 regarding the increase of the Company’s share capital through the
issuance of ordinary series O bearer shares, the exclusion of all of the pre-emptive rights of the existing
shareholders to all of the series O shares, the amendment of the Company’s statute, the application for
the admission and introduction of the series O shares and/or rights to series O shares to trading on the
regulated market operated by the Warsaw Stock Exchange and the dematerialisation of the series O
shares and/or rights to series O shares ( the “Resolution on the Share Capital Increase”).
1. Date of opening and closing of the subscription or sale: The accelerated book-building
process took place between 14 and 16 December 2021. The subscription agreements for the
Series O Shares were executed on 20-21 December 2021.
2. Date of the allotment of the securities: Not applicable. The subscription agreements for the
Series O Shares were executed on 20-21 December 2021.
3. Number of securities covered by the subscription or sale: The maximum number of Series
O Shares that could have been issued pursuant to the Resolution on the Share Capital Increase
was 97,111,024. The final number of the Series O Shares subject to the subscription was
88,700,000.
4. Reduction rate for individual tranches in the event that in any tranche the number of the
allotted securities was smaller than the number of securities that were subscribed for:
Not applicable.
5. Number of securities that were subscribed for under the subscription or sale: No
subscriptions (zapisy) within the meaning of the Commercial Companies Code were made.
Under the subscription, 88,700,000 Series O Shares were subscribed for.
6. Number of securities that were allotted under the subscription or sale: 88,700,000 Series
O Shares were subscribed for in the course of the subscription.
7. Price at which the securities were acquired (subscribed for): subscription price – PLN 6.40
per each Series O Share.
8. Number of individuals who subscribed for securities covered by the subscription or sale
in individual tranches: Not applicable – no subscriptions (zapisy) within the meaning of the
Commercial Companies Code were made and the private subscription was not divided into
individual tranches.
9. Number of individuals who were allotted securities under the subscription or sale in
individual tranches: The Series O Shares were subscribed for by eighteen (18) entities.
10. Name (business name) of the underwriters that have subscribed for the securities under
underwriting agreements, with a specification of the number of securities they have
subscribed for along with the actual unit price per security (the issue price or the sale
price after the deduction of the fees charged for subscribing for one security in
performance of an underwriting agreement): Not applicable. The issuance of the Series O
Shares was not subject to any underwriting commitment.
11. Value of the subscription or sale calculated by multiplying the number of securities
covered by the offering by the issue price or the sale price: PLN 567,680,000.00.
12. Total costs that were recognised as the costs of the issuance, broken down by cost
types, including at least the following cost items: a) arrangement and implementation of
the offering; b) fees charged by individual underwriters; c) preparation of a prospectus,
including the costs of advisory services; d) promotion of the offering: PLN 9,741,471.80
– all such costs are related to point a) (i.e. the arrangement and implementation of the offering),
since points b), c) and d) did not apply: the series O shares were not subject to any underwriting
undertaking, no prospectus was prepared in connection with the public offering of the series O
shares or the seeking of the admission thereof to trading on the regulated market, and no
promotional activities were conducted in relation to the public offering.
13. Average cost of the implementation of the subscription or sale attributable to one
security covered by the placement or sale: PLN 0.11.
14. The manner of covering the price for the subscribed (acquired) securities (in the event
the subscription (purchase) for the securities was made by way of a set-off): Not
applicable.
Disclaimer:
This current report was prepared in accordance with Art. 17(1) of Regulation of the European Parliament
and Council (EU) No. 596/2014 on market abuse (market abuse regulation) and repealing Directive
2003/6/EC of the European Parliament and Council and Commission Directives 2003/124/EC,
2003/125/EC and 2004/72/EC (inside information) and Article 56.1 section 2 of the Polish Act on Public
Offering, the Conditions Governing the Introduction of Financial Instruments to Organised Trading, and
Public Companies dated 29 July 2005 (the “Act on Public Offering”).
This current report is for information purposes only and is made to satisfy the information requirements
with which Globe Trade Centre S.A. as a public company the shares in which are admitted and
introduced to trading on the regulated market operated by the Warsaw Stock Exchange must comply;
furthermore, it does not (i) constitute or form any part of any offer or invitation to directly or indirectly
subscribe for, underwrite or otherwise acquire securities of Globe Trade Centre S.A., with its registered
seat in Warsaw, or any solicitation of any offer to purchase or subscribe for such securities or (ii)
represent advertisement or promotional material prepared or published by the Company for the purpose
of promoting the securities of Globe Trade Centre S.A. or their subscription, purchase or offering or for
the purpose of encouraging an investor, whether directly or indirectly, to acquire or subscribe for such
securities.
This current report is not an advertisement referred to in Article 22 of the Regulation (EU) 2017/1129 of
the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market, and repealing Directive
2003/71/EC.
In particular, this current report and the information contained in it is not intended for publication, release,
transmission, distribution or forwarding, whether directly or indirectly, from or to the United States of
America or other jurisdictions where such distribution, publication or use is prohibited by law. The
securities referred to in this current report have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, and may be offered or sold in the United States of America solely
under an exemption or as part of transactions which are not covered by registration requirements under
the U.S. Securities Act.
Legal basis: § 16 section 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and
periodical disclosure by issuers of securities and conditions for recognising as equivalent the
information that is required by the laws of a non-member state.
4 January 2022
Warsaw, Poland
Sponsor: Investec Bank Limited
Signed by:
/s/ Yovav Carmi /s/ Ariel Alejandro Ferstman
President of the Management Board Member of the Management Board
Date: 04-01-2022 04:03:00
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