Wrap Text
Concludes a placement agreement and commences book-build
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: 19/2021
Globe Trade Centre S.A. concludes a placement agreement and commences the book-building
process for an offering by way of private subscription of new 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THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDING DIRECTLY OR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. with its registered office in Warsaw (the "Issuer"
or the "Company") announces that on 14 December 2021 the Company and Erste Group Bank AG,
Santander Bank Polska S.A. – Santander Biuro Maklerskie and Wood & Company Financial Services,
A.S. (jointly, the “Global Coordinators”, "Joint Bookrunners") entered into a conditional share
placement agreement (the "Placement Agreement"), and that the process of book-building
commenced for a private subscription of no more than 97,111,024 Series O ordinary bearer shares (the
"Series O Shares", the "New Shares"), to be issued by the Company (the "Offer").
The Offer of New Shares is conducted on the terms set out in resolution No. 28 of the annual general
shareholders’ meeting 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 "Issue Resolution") and in the resolution of
the management board dated 14 December 2021 regarding the terms and conditions of the
subscriptions for, and allocation and offering of the series O shares in the Company (“MB Resolution”).
The book-building process for the New Shares will commence immediately after the publication of this
current report, and it will be conducted as an accelerated book-building process on the terms described
below.
The New Shares will be offered in the territory of Poland in a public offer addressed exclusively to: (a)
qualified investors within the meaning of Article 1 Section 4(a) 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 (the “Prospectus Regulation”); or (b) investors acquiring securities with a total value of at
least EUR 100,000 per investor, referred to in Article 1 Section 4(d) of the Prospectus Regulation,
including the Eligible Investors (as defied below) within the meaning of the Issue Resolution. Admission
of Series O Shares and, subject to the satisfaction of the regulatory requirements for such admission
and introduction, also the admission and introduction of rights to Series O Shares ("RTS") to trading on
the regulated market operated by the Warsaw Stock Exchange (the "WSE"), will not require the
Company to prepare or publish an issue prospectus or other information or offering document within the
meaning of the relevant regulations. The Offer will take the form of a public offering in Poland without
the obligation to publish a prospectus within the meaning of the applicable laws or other information or
offering document for the purpose of the Offer, or pursuant to the exemption from the obligation to
conduct a prospectus, filing, registration or similar process in another jurisdiction. No public offering will
be carried out in any jurisdiction other than Poland. Outside of Poland, the New Shares may only be
offered and sold by a private placement to: ((i) qualified institutional buyers (“QIBs”) in the United States
of America in a private placement under Section 4(a)(2) under the U.S. Securities Act of 1933 (the
“Securities Act”) or another transaction exempt from the registration requirement under the Securities
Act; and (ii) institutional investors outside the United States of America in accordance with Regulation S
under the Securities Act.
The investors to whom the offers will be made to subscribe for the New Shares in a private placement
within the meaning of Article 431 § 2 Clause 1 of the Commercial Companies Code, will be selected
based on the outcome of the book-building process. The invited investors participating in the book-
building process will submit their declarations of interest to the Joint Bookrunners. The declarations of
interest will specify, in particular, the proposed issue price and the number of the New Shares that the
investor is willing to subscribe for. In order to participate in the bookbuilding process, each investor
should conclude (if not already a party to such an agreement) an appropriate agreement for acceptance
and transmission of orders with the Joint Bookrunners.
The Company's shareholders who satisfy the criteria set out in the Issue Resolution (the "Eligible
Investors") and participate in the book-building process will enjoy priority rights to subscribe for the New
Shares on the terms set out in the Issue Resolution. According to the Issue Resolution, upon satisfying
the requirements stipulated therein, the Eligible Investors who at the end of 13 June 2021, i.e. the record
date of this annual general shareholders’ meeting (the “Reference Day”) hold shares in the Company,
the joint nominal value of which consists of more than 0.3% of the Company's share capital, will have a
priority right to acquire New Shares in a number that enables them to maintain their share in the total
number of votes at the general meeting of the Company at least at the same level as that held as at the
Reference Day before the other investors.
In order to exercise the priority right to subscribe for the New Shares on the terms set out in the Issue
Resolution, the Eligible Investors should (i) document their shareholding as at the close of business on
Reference Day during the book-building process by either (a) submitting a certificate or certificates on
the shares held, issued by the investment company keeping the securities account of the Eligible
Investor, or (b) registering for such shareholders’ meeting with a given number of shares; and (ii) declare
their intention to subscribe for the Series O Shares for a price not lower than the issue price of the Series
O Shares determined by the management board.
On 14 December 2021, the Company and the Joint Bookrunners received an undertaking from GTC
Holding Zártkör?en M?köd? Részvénytársaság and/or GTC Dutch Holdings B.V., pursuant to which
GTC Holding Zártkör?en M?köd? Részvénytársaság and/or GTC Dutch Holdings B.V. have agreed to
subscribe for the New Shares for the PLN equivalent of EUR 55 million, provided that the above
shareholders may under no circumstances jointly exceed the threshold of 66% of the total number of
votes in the Company as a result of such subscription.
The issue price of the New Shares will be determined by the management board of the Company in
consultation with the Joint Bookrunners primarily based on the results of the book-building process
among institutional investors, taking into consideration all circumstances that affect the determination of
the issue price, including, first of all, the macroeconomic and economic situation, the trend prevailing on
the equity markets at the time of the book-building for the New Shares, the financial standing of the
Company at the time of the public offering of the New Shares, current developments and their impact
on the prospects of the Company's business, as well as based on the recommendations of the Joint
Bookrunners involved in the offering and in the book-building for the New Shares. The issue price of the
Series O Shares shall not be lower than 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, decreased by a discount (if any), such discount
to be approved by the supervisory board of the Company and not to exceed 10%.
Promptly upon the Company making public, in the form of a current report, the set issue price of the
New Shares and the number of Series O shares which will offered for subscription by the Company to
investors, the Company will proceed to the execution of agreements to take up the New Shares
(subscription agreements for the New shares) and investors will be required to pay the issue price for
the New Shares they take up.
As set out in the MB Resolution and the Placement Agreement, the Offer comprises 55,000,000 New
Shares, although the Management Board may decide to increase this number by 42,111,024 if demand
for the New Shares is, in the opinion of the Management Board, satisfactory. In no event will more than
97,111,024 New Shares, i.e. the maximum number of shares pursuant to the Issue Resolution, be
offered.
It is anticipated that the agreements to take up Series O Shares will be executed by the investors by 21
December 2021 and the cash payments for the New Shares will be made to the bank account held with
one of the Joint Bookrunners within the time limits specified in the agreements to take up such New
Shares, i.e., as a rule, 21 December 2021 and will be released to the Company after the registration of
the Company’s share capital increase and the issue of the New Shares by the relevant registry court.
Given the upcoming year-end, it cannot be excluded that the date of the registration of rights to shares
on investors’ accounts will be delayed until January 2022.
Pursuant to the Placement Agreement, the Joint Bookrunners agreed to provide services to the
Company for the purpose of the placement of the New Series on the terms set out in that agreement,
and in particular to use their best efforts to solicit potential investors and solicit the subscriptions for the
shares by such investors. The Placement Agreement does not constitute an obligation on the part of the
Joint Bookrunners to purchase or sell any financial instruments and does not guarantee the admission
and/or introduction of the financial instruments to the organized system of trading, the conduct of the
Offer or placement or any part of any other financial instruments of the Company. The Placement
Agreement contains standard conditions precedent to the Joint Bookrunners’ undertakings encountered
in such agreements entered into in connection with transactions similar to the offer of the New Shares,
including conditions related the occurrence of a material adverse change in the Company's situation, as
well as defining the conditions for its termination that are typical for this kind of agreements. Pursuant to
the Placement Agreement, the Joint Bookrunners may terminate the agreement in the events specified
therein and specifically in a situation where any of the representations and warranties of the Company
made in the Placement Agreement appear to be inconsistent with the factual or legal status, or if there
is a significant change in the situation on the financial markets that adversely affects the possibility of
conducting the Offer. The Placement Agreement also contains representations and warranties
concerning the Issuer and its operations, within the standard scope of such representations and
warranties made by the issuers of securities in such agreements related to transactions similar to the
New Shares. On the terms defined in the Placement Agreement, the Joint Bookrunners and other
persons named in the Placement Agreement will be indemnified and held harmless against certain
claims, liabilities or costs that might be sought from or raised against any of the Joint Bookrunners or
other designated persons in connection with the Placement Agreement (indemnity clause).
The Issuer has agreed not to issue, sell or offer shares without the consent from the Joint Bookrunners
within 90 days of the initial listing date of the RTS, subject to customary exemptions.
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: 14 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: 14-12-2021 05:31:00
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 
