Determination of the issue price and the timing and terms of the submission of offers to acquire series N 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 number: 11/2019
Date: 22 May 2019
Subject: Determination of the issue price and the timing and terms of the submission of offers
to acquire series N shares in the Company by the Eligible Shareholders
Reference is made to current report No. 9/2019 of 14 May 2019. The management board of Globe
Trade Centre S.A. (the “Company”) announces that the issue price of one Series N Share shall amount
to PLN 8.29. The issue price of one Series N Share was determined as the arithmetic average of
the daily volume-weighted average prices of the shares in the Company on the main market of the
Warsaw Stock Exchange in the period of the 10 session days prior to 22 May 2019, i.e. the dividend
date determined in resolution No. 5 of the annual general meeting of the Company of 14 May 2019 (the
“Dividend Record Date”) (the “Dividend Resolution”) of PLN 8.66, decreased by the amount of the
dividend per share indicated in the Dividend Resolution of PLN 0.37.
The issue price of the Series N Shares was determined in accordance with §1 section 4 of resolution
No. 18 of 14 May 2019 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 N bearer
shares, the exclusion of all of the pre-emptive rights of the existing shareholders to all of the series N
shares, the amendment of the Company's statute, the application for the admission and introduction of
the series N shares and/or rights to the series N shares to trading on the regulated market operated by
the Warsaw Stock Exchange and the dematerialisation of the series N shares and/or rights to the series
N shares (the “Issue Resolution”).
The management board of the Company also announces that on 22 May 2019, acting pursuant to
the powers granted pursuant to §3 section 1 of the Issue Resolution, it determined the timing and the
terms of the Company’s submission to the Eligible Shareholders of offers to acquire the Series N
Shares. The Company’s management board authorised Santander Bank Polska S.A. to represent the
Company in any contacts with investors in connection with the issuance of the Series N Shares. In view
of the above, the management board of the Company requests the investors who are Eligible
Shareholders within the meaning of the Issue Resolution, i.e. the shareholders of the Company as at
the Dividend Record Date, i.e.:
1. who are “professional clients” (within the meaning of the Polish Act on Trading in Financial
Instruments dated 29 July 2005, as amended); and
2. whose shares are not registered only in the accounts maintained with Computershare Investor
Services Proprietary Limited
to contact Santander Bank Polska S.A., Al. Jana Paw?a II 17, 00-854 Warsaw, contact person: (i)
Katarzyna Surtel, firstname.lastname@example.org, tel. (+48) 22 586 85 75; (ii) Andrzej Kazu?,
email@example.com, tel: +48 61 856 4650; by 6:00 p.m. Warsaw time on Friday, 31 May 2019
in order to obtain information regarding the actions required to subscribe for the Series N Shares.
The final number of the Series N Shares subscribed for by the Eligible Shareholders pursuant to validly
executed subscription agreements regarding the Series N Shares will be separately disclosed by the
Company after the completion of the subscription period for the Series N Shares.
This current report and the information set forth herein constitute the fulfilment of the applicable
disclosure obligations of Globe Trade Centre S.A. as a public company the shares in which have been
admitted to and introduced to trading on the regulated market of the Warsaw Stock Exchange (Gie?da
Papierów Warto?ciowych w Warszawie S.A.). The publication of this communication is for information
purposes only and does not constitute the making available of information to promote the purchase or
acquisition of securities or an inducement of their purchase or acquisition, including within the meaning
of Article 53 section 1 of the Polish Act of 29 July 2005 on Public Offering, the Conditions Governing
the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended,
and does not constitute a promotional campaign within the meaning of Article 53 section 2 of such act.
This current report and the information set forth herein may not be distributed, directly or indirectly,
within the territory of or in the United States of America or any other jurisdiction where public distribution
of the information contained in this current report may be subject to restrictions or may be prohibited by
Maw. The securities referred to in this communication have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may only be offered or sold
within the United States under an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.
Legal basis: Article 17 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council
of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of
the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC
and 2004/72/EC – inside information
/s/ Thomas Kurzmann /s/ Erez Boniel
President of the Management Board Member of the Management Board
Sponsor: Investec Bank Limited
Date: 23/05/2019 07:05:00 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.
Email this JSE Sens Item to a Friend.