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GTC - Globe Trade Centre S.A. Capital/Financing Update 2018

Jun 13, 2018

5627_rns_2018-06-13_4ae5467b-fb4c-4700-8cc2-e6f67473533c.html

Capital/Financing Update

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Subject:Closing of the subscription of series M shares

TheManagement Board of Globe Trade Centre S.A. (the "Company")hereby announces that the private subscription of Series M ordinarybearer shares (the "Series M Shares") has been completed.

TheSeries M Shares were subscribed for pursuant to Resolution No. 17 of theOrdinary General Meeting of the Company dated 17 May 2018 regarding theincrease of the Company's share capital through the issuance, solely tocertain shareholders of the Company as of the dividend record date, ofordinary series M bearer shares, the exclusion of all of the pre-emptiverights of the existing shareholders to all of the series M shares, theamendment of the Company's statute, the application for the admissionand introduction of series M shares and/or rights to series M shares totrading on the regulated market operated by the Warsaw Stock Exchangeand the dematerialisation of series M shares and/or rights to series Mshares ( the "Resolution on the Share Capital Increase").

1.Date of opening and closing of the subscription or sale:Thesubscription agreements for the Series M Shares were executed between 7and 8 June 2018.

2.Date of the allotment of the securities:Not applicable. Thesubscription agreements for the Series M Shares were executed between 7and 8 June 2018.

3.Number of securities covered by the subscription or sale:Themaximum number of Series M Shares that could have been issued pursuantto the Resolution on the Share Capital Increase was 19,400,019.

4.Reduction rate for individual tranches in the event that in any tranchethe number of the allotted securities was smaller than the number ofsecurities that were subscribed for:Not applicable.5.Number of securities that were subscribed for under the subscription orsale:No subscriptions within the meaning of the CommercialCompanies Code were made; under the subscription, 13,233,492 Series MShares were subscribed for.

6.Number of securities that were allotted under the subscription or sale:13,233,492Series M Shares were subscribed for in the course of the subscription.

7.Price at which the securities were acquired (subscribed for):subscriptionprice - PLN 8.58 per each Series M Share.

8.Number of individuals who subscribed for securities covered by thesubscription 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 thesubscription or sale in individual tranches:The Series M Shareswere subscribed for by four (4) entities.

10.Name (business name) of the underwriters that have subscribed for thesecurities under underwriting agreements, with a specification of thenumber of securities they have subscribed for along with the actual unitprice per security (the issue price or the sale price after thededuction of the fees charged for subscribing for one security inperformance of an underwriting agreement):Not applicable. Theissuance of the Series M Shares was not subject to any underwritingcommitment.

11.Value of the subscription or sale calculated by multiplying the numberof securities covered by the offering by the issue price or the saleprice:PLN 113,543,361.36.

12.Total costs that were recognised as the costs of the issuance, brokendown by cost types, including at least the following cost items:a)arrangement and implementation of the offering; b) fees charged byindividual underwriters; c) preparation of a prospectus, including thecosts of advisory services; d) promotion of the offering:EUR75,000.00 (PLN 320,820.00 calculated in accordance with the average PLN/ EUR exchange rate published by the National Bank of Poland on the dateof this report) - all such costs are related to point a) (i.e. thearrangement and implementation of the offering), since points b), c) andd) did not apply: the series M shares were not subject to anyunderwriting undertaking, no prospectus was prepared in connection withthe public offering of the series M shares or the seeking of theadmission thereof to trading on the regulated market, and no promotionalactivities were conducted in relation to the public offering.

13.Average cost of the implementation of the subscription or saleattributable to one security covered by the placement or sale:EUR0.01(PLN 0.02 calculated in accordance with the average PLN /EUR exchange rate published by the National Bank of Poland on the dateof this report).

14.The manner of covering the price for the subscribed (acquired)securities (in the event the subscription (purchase) for the securitieswas made by way of a set-off):the receivable aroseonthe day specified in resolution No. 5 of the General Meeting of theCompany dated 17 June 2018 as the dividend date, i.e. on 25 May 2018.Thesubject of the receivable is a claim for a dividend payment for thefinancial year 2017. The total value of the set-off receivable is PLN113,543,361.36. Due to the fact that the receivable is a pecuniaryclaim, a valuation of the receivable was not prepared. The entities thathave covered (purchased) the issuer's securities are indicated in thetable below together with the number of securities covered.

No.

Investor

Number of seriesM shares subscribed for by the investor

LSREF III GTCInvestments B.V

11,058,336

PKO Bankowy OFE

330,718

AVIVA OFE Aviva BZWBK

1,356,287

Nationale-NederlandenOFE

488,151

Disclaimer:

Thisannouncement was prepared in accordance with Article 56.1 of the PolishAct on Public Offering, the Conditions Governing the Introduction ofFinancial Instruments to Organised Trading, and Public Companies dated29 July 2005 (the "Act on Public Offering"). This announcement is forinformation purposes only and is made to satisfy the informationrequirements with which Globe Trade Centre S.A. as a public company theshares in which are admitted and introduced to trading on the regulatedmarket operated by the Warsaw Stock Exchange must comply; furthermore,it does not constitute or form any part of any offer or invitation todirectly or indirectly subscribe for, underwrite or otherwise acquiresecurities of Globe Trade Centre S.A., with its registered seat inWarsaw, or any solicitation of any offer to purchase or subscribe forsuch securities.

Thisannouncement does not constitute any promotional campaign as set forthin Article 53.1 of the Act on Public Offering.

Inparticular, this announcement is not intended for distribution, whetherdirectly or indirectly, from or to the United States of America or otherjurisdictions where such distribution, publication or use is prohibitedby law. The securities referred to in this announcement have not beenand will not be registered under the U.S. Securities Act of 1933, asamended, and may be offered or sold in the United States of Americasolely under an exemption or as part of transactions which are notcovered by registration requirements under the U.S. Securities Act.

Legalbasis:§16 section 1 of the Regulation of the Minister of Finance of 29 March2018 on current and periodical disclosure by issuers of securities andconditions for  recognising as equivalent the information that isrequired by the laws of a non-member state.