AI assistant
GTC - Globe Trade Centre S.A. — Capital/Financing Update 2022
Jan 4, 2022
5627_rns_2022-01-04_40915942-2331-43ff-8a48-b9de969b76c9.html
Capital/Financing Update
Open in viewerOpens in your device viewer
Closing of the subscription of series O shares
THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOTFOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDINGDIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITEDSTATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCHPUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.
FURTHER, THIS CURRENT REPORT IS PUBLISHED TO SATISFY THE INFORMATIONREQUIREMENTS WITH WHICH GLOBE TRADE CENTRE S.A. AS A PUBLIC COMPANY THESECURITIES IN WHICH ARE ADMITTED TO TRADING ON A REGULATED MARKET MUSTCOMPLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
PLEASE SEE THE DISCLAIMER AT THE END OF THIS CURRENT REPORT.
The Management Board of Globe Trade Centre S.A. (the "Company") herebyannounces that the private subscription of Series O ordinary bearershares (the "Series O Shares") has been completed.
The Series O Shares were subscribed for pursuant to Resolution No. 28 ofthe Ordinary General Meeting of the Company dated 29 June 2021 regardingthe increase of the Company's share capital through the issuance ofordinary series O bearer shares, the exclusion of all of the pre-emptiverights of the existing shareholders to all of the series O shares, theamendment of the Company's statute, the application for the admissionand introduction of the series O shares and/or rights to series O sharesto trading on the regulated market operated by the Warsaw Stock Exchangeand the dematerialisation of the series O shares and/or rights to seriesO shares ( the "Resolution on the Share Capital Increase").
1. Date of opening and closing of the subscription or sale: Theaccelerated book-building process took place between 14 and 16 December2021. The subscription agreements for the Series O Shares were executedon 20-21 December 2021.
2. Date of the allotment of the securities: Not applicable. Thesubscription agreements for the Series O Shares were executed on 20-21December 2021.
3. Number of securities covered by the subscription or sale: The maximumnumber of Series O Shares that could have been issued pursuant to theResolution on the Share Capital Increase was 97,111,024. The finalnumber of the Series O Shares subject to the subscription was 88,700,000.
4. Reduction rate for individual tranches in the event that in anytranche the number of the allotted securities was smaller than thenumber of securities that were subscribed for: Not applicable.
5. Number of securities that were subscribed for under the subscriptionor sale: No subscriptions (zapisy) within the meaning of the CommercialCompanies Code were made. Under the subscription, 88,700,000 Series OShares were subscribed for.
6. Number of securities that were allotted under the subscription orsale: 88,700,000 Series O Shares were subscribed for in the course ofthe subscription.
7. Price at which the securities were acquired (subscribed for):subscription price - PLN 6.40 per each Series O Share.
8. Number of individuals who subscribed for securities covered by thesubscription or sale in individual tranches: Not applicable - nosubscriptions (zapisy) within the meaning of the Commercial CompaniesCode were made and the private subscription was not divided intoindividual tranches.
9. Number of individuals who were allotted securities under thesubscription or sale in individual tranches: The Series O Shares weresubscribed for by eighteen (18) entities.
10. Name (business name) of the underwriters that have subscribed forthe securities under underwriting agreements, with a specification ofthe number of securities they have subscribed for along with the actualunit price 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. The issuanceof the Series O Shares was not subject to any underwriting commitment.
11. Value of the subscription or sale calculated by multiplying thenumber of securities covered by the offering by the issue price or thesale price: PLN 567,680,000.00.
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 byindividual underwriters; c) preparation of a prospectus, including thecosts of advisory services; d) promotion of the offering: PLN9,741,471.80 - 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 O shares were not subject to anyunderwriting undertaking, no prospectus was prepared in connection withthe public offering of the series O 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: PLN 0.11.
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): Not applicable.
Disclaimer:
This current report was prepared in accordance with Art. 17(1) ofRegulation of the European Parliament and Council (EU) No. 596/2014 onmarket abuse (market abuse regulation) and repealing Directive 2003/6/ECof the European Parliament and Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (inside information) and Article56.1 section 2 of the Polish Act on Public Offering, the ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies dated 29 July 2005 (the "Act on PublicOffering").
This current report is for information purposes only and is made tosatisfy the information requirements with which Globe Trade Centre S.A.as a public company the shares in which are admitted and introduced totrading on the regulated market operated by the Warsaw Stock Exchangemust comply; furthermore, it does not (i) constitute or form any part ofany 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 topurchase or subscribe for such securities or (ii) representadvertisement or promotional material prepared or published by theCompany for the purpose of promoting the securities of Globe TradeCentre S.A. or their subscription, purchase or offering or for thepurpose of encouraging an investor, whether directly or indirectly, toacquire or subscribe for such securities.
This current report is not an advertisement referred to in Article 22 ofthe Regulation (EU) 2017/1129 of the European Parliament and of theCouncil of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.
In particular, this current report and the information contained in itis not intended for publication, release, transmission, distribution orforwarding, whether directly or indirectly, from or to the United Statesof America or other jurisdictions where such distribution, publicationor use is prohibited by law. The securities referred to in this currentreport 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 theUnited States of America solely under an exemption or as part oftransactions which are not covered by registration requirements underthe U.S. Securities Act.
Legal basis: § 16 section 1 of the Regulation of the Minister ofFinance of 29 March 2018 on current and periodical disclosure by issuersof securities and conditions for recognising as equivalent theinformation that is required by the laws of a non-member state.