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Determination of the price of series O shares and the final number of series O shares to be offered by the Company
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: 20/2021
Determination of the price of series O shares and the final number of series O shares to be
offered by the Company
THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR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.
Referring to current report No. 13/2021 of 29 June 2021 r., in which Globe Trade Centre S.A. (the
“Company”) announced the resolutions adopted by the annual general meeting of the Company dated
29 June 2021, including the resolution No. 28 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 „Issue Resolution”), the Management Board
of the Company hereby announces that, following the completion of the book-building process for the
series O shares pursuant to the Issue Resolution (the “Series O Shares”), acting pursuant to the
authorisation granted to it in § 3 Section 1 Item 1 of the Issue Resolution, it has determined the issue
price of the Series O Shares at PLN 6.40 (six zloty and forty groszy) per one Series O Share, i.e. at the
level of the arithmetic average of daily volume-weighted average prices of the shares in the Company
on the regulated market operated by the Warsaw Stock Exchange (Gie?da Papierów Warto?ciowych w
Warszawie S.A.) in the ten session days preceding the date of the determination of the issue price for
the Series O Shares (i.e. from (and including) 2 December 2021 until (and including) 15 December
2021) equal to PLN 6.85, decreased by a discount of 6.6% approved by the Supervisory Board of the
Company on 16 December 2021, i.e. not exceeding 10% as set out in the Issue Resolution.
The Management Board of the Company also resolved to offer for subscription to investors selected by
the Management Board, on the terms set out in the Issue Resolution and the terms of subscription
determined on the basis thereof, a total of 88,700,000 (eighty-eight million seven hundred thousand)
Series O Shares. In accordance with the above terms of subscription, the management board has
decided to increase the number of offered Series O Shares from the original 55,000,000 by additional
33,700,000 shares.
The final number of Series O Shares to be acquired by such investors under validly executed Series O
Shares subscription agreements will be disclosed by the Company separately following the completion
of the Series O Shares subscription period.
Furthermore, the Management Board of the Company hereby announces that the relevant agreements
to subscribe for the Series O Shares allocated to the investors selected by the Management Board shall
be concluded not later than on 21 December 2021.
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: 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).
Date: 17 December 2021
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: 17-12-2021 07:05:00
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