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Closing of the subscription of series M shares
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 no: 13/2018
Date: 13 June 2018
Subject: Closing of the subscription of series M shares
The Management Board of Globe Trade Centre S.A. (the “Company”) hereby announces that the
private subscription of Series M ordinary bearer shares (the “Series M Shares”) has been completed.
The Series M Shares were subscribed for pursuant to Resolution No. 17 of the Ordinary General Meeting
of the Company dated 17 May 2018 regarding the increase of the Company's share capital through the
issuance, solely to certain shareholders of the Company as of the dividend record date, of ordinary
series M bearer shares, the exclusion of all of the pre-emptive rights of the existing shareholders to all
of the series M shares, the amendment of the Company's statute, the application for the admission and
introduction of series M shares and/or rights to series M shares to trading on the regulated market
operated by the Warsaw Stock Exchange and the dematerialisation of series M shares and/or rights to
series M shares ( the “Resolution on the Share Capital Increase”).
1. Date of opening and closing of the subscription or sale: The subscription agreements for the Series
M Shares were executed between 7 and 8 June 2018.
2. Date of the allotment of the securities: Not applicable. The subscription agreements for the Series
M Shares were executed between 7 and 8 June 2018.
3. Number of securities covered by the subscription or sale: The maximum number of Series M
Shares that could have been issued pursuant to the Resolution on the Share Capital Increase
was 19,400,019.
4. Reduction rate for individual tranches in the event that in any tranche the number of the allotted
securities was smaller than the number of securities that were subscribed for: Not applicable.
5. Number of securities that were subscribed for under the subscription or sale: No subscriptions
within the meaning of the Commercial Companies Code were made; under the subscription,
13,233,492 Series M Shares were subscribed for.
6. Number of securities that were allotted under the subscription or sale: 13,233,492 Series M Shares
were subscribed for in the course of the subscription.
7. Price at which the securities were acquired (subscribed for): subscription price – PLN 8.58 per each
Series M Share.
8. Number of individuals who subscribed for securities covered by the subscription or sale in individual
tranches: Not applicable – the private subscription was not divided into individual tranches.
9. Number of individuals who were allotted securities under the subscription or sale in individual
tranches: The Series M Shares were subscribed for by four (4) entities.
10. Name (business name) of the underwriters that have subscribed for the securities under underwriting
agreements, with a specification of the number of securities they have subscribed for along with the
actual unit price per security (the issue price or the sale price after the deduction of the fees charged for
subscribing for one security in performance of an underwriting agreement): Not applicable. The
issuance of the Series M Shares was not subject to any underwriting commitment.
11. Value of the subscription or sale calculated by multiplying the number of securities covered by the
offering by the issue price or the sale price: PLN 113,543,361.36.
12. Total costs that were recognised as the costs of the issuance, broken down by cost types, including
at least the following cost items: a) arrangement and implementation of the offering; b) fees charged by
individual underwriters; c) preparation of a prospectus, including the costs of advisory services; d)
promotion of the offering: EUR 75,000.00 (PLN 320,820.00 calculated in accordance with the
average PLN / EUR exchange rate published by the National Bank of Poland on the date of this
report) - all such costs are related to point a) (i.e. the arrangement and implementation of the
offering), since points b), c) and d) did not apply: the series M shares were not subject to any
underwriting undertaking, no prospectus was prepared in connection with the public offering of
the series M shares or the seeking of the admission thereof to trading on the regulated market,
and no promotional activities were conducted in relation to the public offering.
13. Average cost of the implementation of the subscription or sale attributable to one security covered
by the placement or sale: EUR 0.01 (PLN 0.02 calculated in accordance with the average PLN / EUR
exchange rate published by the National Bank of Poland on the date of this report).
14. The manner of covering the price for the subscribed (acquired) securities (in the event the
subscription (purchase) for the securities was made by way of a set-off): the receivable arose on the
day specified in resolution No. 5 of the General Meeting of the Company dated 17 June 2018 as
the dividend date, i.e. on 25 May 2018. The subject of the receivable is a claim for a dividend
payment for the financial year 2017. The total value of the set-off receivable is PLN
113,543,361.36. Due to the fact that the receivable is a pecuniary claim, a valuation of the
receivable was not prepared. The entities that have covered (purchased) the issuer's securities
are indicated in the table below together with the number of securities covered.
Number of series M shares
No. Investor
subscribed for by the investor
1. LSREF III GTC Investments B.V 11,058,336
2. PKO Bankowy OFE 330,718
3. AVIVA OFE Aviva BZ WBK 1,356,287
4. Nationale-Nederlanden OFE 488,151
Disclaimer:
This announcement was prepared in accordance with Article 56.1 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 announcement 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 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.
This announcement does not constitute any promotional campaign as set forth in Article 53.1 of the Act
on Public Offering.
In particular, this announcement is not intended for distribution, 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 announcement 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: § 16 section 1 of the Regulation of the Minister of Finance of 29 March 2018 on current and
periodical disclosure by issuers of securities and conditions for recognising as equivalent the
information that is required by the laws of a non-member state.
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: 13/06/2018 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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