Wrap Text
Notification of a change in the shareholding of Globe Trade Centre S.A.
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”)
GLOBE TRADE CENTRE S.A.
Current report number: 40/2022
Date: 13 September 2022
Subject: Notification of a change in the shareholding of Globe Trade Centre S.A.
In reference to the current reports No. 13/2022 dated 19 February 2022, No. 15/2022 dated 1 March 2022,
No. 16/2022 dated 1 March 2022, No. 17/2022 dated 1 March 2022 and No. 23/2022 dated 21 April 2022,
the Management Board of Globe Trade Centre S.A. (the “Company”) hereby reports that on 12 September
2022, the Company received notification (the “Notification”) of a change in the shareholding of the Company
from:
GTC Holding Zártkör?en M?köd? Részvénytársaság, having its registered office at Döbrentei út.
2, 1013 Budapest, Hungary (“GTC Holding”)
Alpine Holding Korlátolt Felel?sség? Társaság, having its registered office at Andrássy út 11,
1061 Budapest, Hungary (“Alpine”)
Global Debt Strategy S.à r.l. having its registered office at 5 rue Guillaume Kroll L-1882
Luxembourg, Grand Dutchy of Luxembourg, acting for the account and on behalf of its
compartment: GTC Investments („GDS”)
(all referred to as "Holders")
issued pursuant to article 69a of the Act of 29 July 2005 on Public Offering, Conditions Governing the
Introduction of Financial Instruments to Organised Trading and on Public Companies.
Pursuant to the Notification, as a result of completion of the intra-group corporate reorganization (“Group
Reorganization”), GDS being a subsidiary of Alpine, directly acquired from GTC Holding control over 100%
of the shares of GTC Dutch Holdings B.V. (“GTC Dutch”). GTC Dutch is a shareholder of the Company
directly holding 247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company,
representing 43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes
in the Company.
Since, on 18 February 2022 GTC Dutch and Icona Securitization Opportunities Group S.À. R.L. with its
registered office in Luxembourg, acting for and on behalf of its compartment Central European Investments
(“ISO”) concluded an assignment agreement, which became effective on 1 March 2022 (the “Assignment
Agreement”), based on which (i) ISO transferred to GTC Dutch its rights to exercise the voting rights
attached to its 90,176,000 votes in the Company, representing 15.7% of the total votes in the Company
(“ISO Voting Rights”), within the meaning of Article 87 section 1 point 3 letter c) of the Act on Public Offering,
and (ii) ISO granted to GTC Dutch an unconditional and irrevocable power of attorney to exercise the ISO
Voting Rights (“Power of Attorney to ISO Voting Rights”), in result of the Group Reorganization, Alpine
through GDS, and in turn GDS through GTC Dutch, indirectly acquired also right to exercise ISO Voting
Rights.
The Group Reorganization not involve a direct transfer of shares of the Company nor the change of total
number of shares and votes of the Company held by the group of companies.
Pursuant to the Notification, GTC Holding, GTC Dutch and ISO continues to be parties to the acting in
concert agreement, which the Company reported in current report No. 19/2022 of 1 March 2022.
Pursuant to the Notification, before the Group Reorganisation, GTC Holding held directly and indirectly
269,352,880 shares of the Company, entitling to 269,352,880 votes in the Company, representing 46.9%
of the share capital of the Company and carrying the right to 46.9% of the total votes in the Company,
including:
a) directly held 21,891,289 shares of the Company, entitling to 21,891,289 votes in the Company,
representing 3.8% of the share capital of the Company and carrying the right to 3.8% of the total votes
in the Company; and
b) indirectly (i.e. through GTC Dutch) held 247,461,591 shares of the Company, entitling to 247,461,591
votes in the Company, representing 43.1% of the share capital of the Company and carrying the right
to 43.1% of the total votes in the Company.
Before the Group Reorganization, neither Alpine nor GDS held directly or indirectly any shares of the
Company.
Pursuant to the Notification, as a result of the Group Reorganization:
a) GTC Holding directly holds 21,891,289 shares of the Company, entitling to 21,891,289 votes in the
Company, representing 3.8% of the share capital of the Company and carrying the right to 3.8% of the
total votes in the Company and GTC Holding does not indirectly hold any shares of the Company;
b) Alpine indirectly holds (i.e. through GDS, which in turn indirectly holds through GTC Dutch)
247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company, representing
43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes in the
Company;
c) GDS indirectly holds (i.e. through GTC Dutch) 247,461,591 shares of the Company, entitling to
247,461,591 votes in the Company, representing 43.1% of the share capital of the Company and
carrying the right to 43.1% of the total votes in the Company.
Pursuant to the Notification, GTC Dutch, being a subsidiary of GDS, which is in turn a subsidiary of Alpine,
holds 247,461,591 shares of the Company, entitling to 247,461,591 votes in the Company, representing
43.1% of the share capital of the Company and carrying the right to 43.1% of the total votes in the Company.
No subsidiaries of GTC Holding holds directly or indirectly any shares of the Company.
Pursuant to the Notification, there are no persons mentioned in Article 87 section 1 point 3 letter c of the
Act on Public Offering, besides GTC Dutch, which concluded with ISO the Assignment Agreement being
the agreement transferring the right to exercise the voting rights referred to in Article 87 Section 1 point 3
letter c of Act on Public Offering, transferring the ISO Voting Rights to GTC Dutch. Pursuant to the
Assignment Agreement, ISO also granted to GTC Dutch the Power of Attorney to ISO Voting Rights.
Pursuant to the Notification, none of the Holders possess the financial instruments referred to in article 69b
paragraph 1 of the Act on Public Offering.
Pursuant to the Notification, none of the Holders possess any of the financial instruments referred to in
article 69b paragraph 1 of the Act on Public Offering, therefore Holders do not have votes from shares
calculated in accordance with article 69b paragraph 3 of the Act on Public Offering.
Pursuant to the Notification, after the execution of the Group Reorganization, the aggregate total number
of votes at GTC's general meeting resulting from shares indirectly kept by the Holders remains unchanged.
Pursuant to the Notification, the total votes of GTC Holding is 21,891,289 votes in the Company entitling
to 3.8% of the total votes in the Company.
Pursuant to the Notification, the total votes of Alpine, indirectly through GDS, and in turn of GDS holds
indirectly through GTC Dutch, is 247,461,591 votes in the Company entitling to 43.1% of the total votes in
the Company. In addition, Alpine also indirectly holds, through GDS, which in turn holds indirectly through
GTC Dutch, ISO Voting Rights, i.e. the right to exercise 90,176,000 votes in the Company, entitling to
15.7% of the total votes in the Company.
Legal basis: Art. 70 point 1 of the Act of 29 July 2005 on Public Offering, the Conditions Governing the
Introduction of Financial Instruments to Organised Trading, and on Public Companies.
Signed by:
/s/ Zoltan Fekete /s/ Ariel Alejandro Ferstman
Member of the Management Board Member of the Management Board
Warsaw, Poland
Sponsor: Investec Bank Limited
Date: 13-09-2022 08:55:00
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.
Sharenet Sites 
