| Tue 12 Dec 2023, 10:22 | | GLOBE TRADE CENTRE S.A. - Conclusion of a conditional settlement agreement regarding termination of certain agreements among the shareholders |
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Conclusion of a conditional settlement agreement regarding termination of certain agreements among the shareholders
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")
Conclusion of a conditional settlement agreement among the Company's shareholders regarding the
termination of certain agreements among the shareholders and the transfer of 15.7% of the shares
in the Company
Current report number: 18/2023
Date: 12 December 2023
In reference to its current reports no. 13/2022, no. 15/2022 and no. 19/2022, the Management
Board of Globe Trade Centre S.A. (the "Company") hereby informs that on 11 December 2023 the
Company received a notification (the "Notification") from its shareholders, i.e.: GTC Dutch Holdings
B.V. with its registered office in Amsterdam, the Netherlands ("GTC Dutch"), GTC HOLDING
ZÁRTKÖRUEN MUKÖDO RÉSZVÉNYTÁRSASÁG with its registered office in Budapest, Hungary
("GTC Holding") and Icona Securitization Opportunities Group S.à r.l. acting on behalf of its
compartment Central European Investments with its registered office in Luxembourg, Grand Duchy
of Luxembourg ("ISO" and jointly with GTC Dutch and GTC Holding, the "Shareholders"), pursuant
to which on 11 December 2023 the Shareholders concluded a conditional global settlement
agreement aimed to unwind their cooperation with respect to the Company ("GSA").
Pursuant to the GSA, the Parties agreed, among others, on the transfer of 15.7% shares in the
share capital of the Company ("ISO Shares") by ISO to GTC Dutch in connection with redemption
in kind of debt instruments issued by ISO ("ISO Shares Transfer") and on conditional termination
(upon the due transfer of legal title to ISO Shares from ISO to GTC Dutch) of the following
agreements:
1) the shareholders' agreement concluded among the Shareholders on 18 February 2022
which entered into force on 1 March 2022, constituting an acting in concert agreement
within the meaning of Articles 87(1)(5) and 87(1)(6) in connection with Article 87(3) of the
Act of 29 July 2005 on Public Offerings and the Conditions for the Introduction of Financial
Instruments to the Organised Trading System and Public Companies (the "Act on Public
Offering") on joint policy towards the Company and exercising of voting rights on selected
matters in an agreed manner (the "SHA"); and
2) the assignment agreement concluded between GTC Dutch and ISO on 18 February 2022
which entered into force on 1 March 2022, pursuant to which ISO assigned and transferred
the voting rights attached to all ISO Shares to GTC Dutch and granted the power of attorney
to GTC Dutch to exercise voting rights attached to all ISO Shares (the "Assignment
Agreement").
Under the GSA, the Shareholders agreed to terminate also other agreements and underlying
documentation concerning their cooperation, including the call and put option agreement concluded
on 18 February 2022, which became effective on 1 March 2022, granting GTC Dutch a call option
to ISO to acquire all of ISO Shares and granting ISO a put option to GTC Dutch to sell acquire all
of ISO Shares.
Pursuant to the Notification, the consummation of the transactions and operations under the GSA
is conditional upon the execution the financing agreement with a third party. The Shareholders
expect that the condition as well as all transactions and operations specified in the GSA, including
the transfer of the legal title to ISO Shares from ISO to GTC Dutch, resulting in the automatic
termination of the SHA and the Assignment Agreement, will be completed shortly following the
execution of the GSA.
The Company was informed that the transfer of ISO Shares in accordance with the GSA will not
result in any change in the number of votes in the Company held either jointly or individually by the
Shareholders, as all voting rights attached to ISO Shares were already exercised by GTC Dutch
under the Assignment Agreement prior to the execution of the GSA.
Legal grounds: Art. 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 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.
Signed:
/s/ Gyula Nagy /s/ Barbara Sikora
President of the Management Board Management Board Member
Warsaw, Poland
Sponsor: Investec Bank Limited
Date: 12-12-2023 10:22:00
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