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GLOBE TRADE CENTRE S.A. - Closing of the subscription of series N shares

Release Date: 10/06/2019 15:30
Code(s): GTC     PDF:  
 
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Closing of the subscription of 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”)


Current report number: 12/2019

Date: 10 June 2019

Subject: Closing of the subscription of series N shares

The Management Board of Globe Trade Centre S.A. (the “Company”) hereby announces that the
private subscription of Series N ordinary bearer shares (the “Series N Shares”) has been completed.

The Series N Shares were subscribed for pursuant to Resolution No. 18 of the Ordinary General
Meeting of the Company dated 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 series N shares and/or rights to series N shares to trading on the
regulated market operated by the Warsaw Stock Exchange and the dematerialisation of series N shares
and/or rights to series N 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 N Shares were executed on 6 June 2019.

    2. Date of the allotment of the securities: Not applicable. The subscription agreements for the
       Series N Shares were executed on 6 June 2019.

    3. Number of securities covered by the subscription or sale: The maximum number of Series N
       Shares that could have been issued pursuant to the Resolution on the Share Capital
       Increase was 21,607,000.

    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, 2.018.126 Series N Shares were subscribed for.

    6. Number of securities that were allotted under the subscription or sale: 2.018.126 Series N
       Shares were subscribed for in the course of the subscription.

    7. Price at which the securities were acquired (subscribed for): subscription price – PLN 8.29
       per each Series N 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 N Shares were subscribed for by two (2) 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 N 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 16,730,264.54.

      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 65,000 (PLN 277,160 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 N shares were not subject to any underwriting undertaking, no prospectus
          was prepared in connection with the public offering of the series N 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 0.03 (PLN 0.13 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 14 June 2019 as the dividend date, i.e. on 22 May 2019. The subject of the
          receivable is a claim for a dividend payment for the financial year 2018. The total value
          of the set-off receivable is PLN 16,730,264.54. 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 N shares subscribed
 No.                         Investor                                for by the investor

 1.                   PKO Bankowy OFE                                         405,687

 2.              AVIVA OFE Aviva Santander                                   1,612,439



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

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