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Notifications of changes 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: 23/2017
Date: 10 July 2017
Subject: Notifications of changes in the shareholding of Globe Trade Centre S.A. by at least 1%
received from LSREF III GTC Investments B.V. and Lone Star Real Estate Partners III L.P.
The management board of Globe Trade Centre S.A. (the “Company”) hereby announces that it
received notifications of a change in the shareholding of the Company by at least 1% of the votes in the
Company as a result of the subscription for newly issued shares of the Company as at 28 June 2017
(the “Notifications”) from:
- LSREF III GTC Investments B.V. (“LSREF III”); and
- Lone Star Real Estate Partners III L.P. (“Lone Star” and together with LSREF III, the “Notifying
Parties”).
In the Notifications, the Notifying Parties announced that:
- as of the date of the last notifications, LSREF III directly and Lone Star indirectly (through
LSREF III), held 275,049,658 ordinary shares in the Company, which jointly constituted 59.77%
of its share capital and entitled the Notifying Parties to exercise 275,049,658 votes at the
general meeting of the Company, i.e. 59.77% of the total number of votes at the general
meeting of the Company;
- immediately prior to this notifications, LSREF III directly and Lone Star indirectly (through
LSREF III), held 279,060,380 ordinary shares in the Company, which jointly constituted 60.64%
of its share capital and entitled the Notifying Parties to exercise 279,060,380 votes at the
general meeting of the Company, i.e. 60.64% of the total number of votes at the general
meeting of the Company;
- on 7 June 2017, LSREF III subscribed for 8,456,375 L-series bearer shares issued pursuant to
a resolution of the ordinary general meeting dated 16 May 2017; on 28 June, the amendment
of the Company’s articles of associate regarding the increase of the share capital through the
issuance of 10,087,026 L-series bearer shares was registered by the registry court;
- as of 28 June 2017, LSREF III acquired in total 8,456,375 newly issued L-series bearer shares
in the Company, which were issued as a result of the increase of the share capital of the
Company, thereby increasing its share of the vote in the Company to 61.13% (the
“Acquisition”). The acquisitions of shares settled before 28 June 2017 did not result in reaching
the statutory threshold of 1%. Therefore, the first Acquisition effected on 28 June 2017 triggered
the notification obligation;
- as at the date of the Notifications, following the Acquisition, LSREF III directly and Lone Star
indirectly (through LSREF III), hold 287,516,755 ordinary shares in the Company, which jointly
constituted 61.13% of its share capital and entitled the Notifying Parties to exercise
287,516,755 votes at the general meeting of the Company, i.e. 61.13% of the total number of
votes at the general meeting of the Company.
LSREF III announced that there are no subsidiaries thereof holding any shares in the Company,
whereas Lone Star announced that the following entities controlled thereby hold shares in the Company:
LSREF III (directly), LSREF3 GTC Holdings S.a.r.l. (indirectly) , Lone Star Capital Investments S.a.r.l.
(indirectly), Lone Star Global Lendings III Limited (indirectly), Lone Star Real Estate Fund III (U.S.), L.P.
(indirectly) and Lone Star Real Estate Fund III (Bermuda), L.P. (indirectly).
The Notifying Parties further stated that:
- with respect to both Notifying Parties, there are no persons referred to in Article 87 section 1
point 3 letter c of the Polish Act on Public Offering, the Conditions Governing the Introduction
of Financial Instruments to Organised Trading, and on Public Companies of 29 July 2005
(amended and restated: Journal of Laws of 2013, item 1382);
- none of the entities listed above hold financial instruments referred to in Article 69b section 1
of the Polish Act on Public Offering, the Conditions Governing the Introduction of Financial
Instruments to Organised Trading, and on Public Companies of 29 July 2005 (amended and
restated: Journal of Laws of 2013, item 1382);
- the total number of votes allotted to LSREF III directly and Lone Star indirectly, as indicated in
Article 69 section 4 point 2,7 and 8 of the Polish Act on Public Offering, the Conditions
Governing the Introduction of Financial Instruments to Organised Trading, and on Public
Companies of 29 July 2005 (amended and restated: Journal of Laws of 2013, item 1382),is
279,060,380, constituting 60.64% of the number of votes in the Company.
Legal basis: Art. 70 section 1 of the Polish Act on Public Offering, the Conditions Governing the
Introduction of Financial Instruments to Organised Trading, and on Public Companies of 29 July 2005
(amended and restated: Journal of Laws of 2013, item 1382).
Signed by:
/s/ Thomas Kurzmann /s/ Erez Boniel
President of the Management Board Member of the Management Board
Warsaw, Poland
Sponsor: Investec Bank Limited
Date: 10/07/2017 04:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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