Capital/Financing Update • Apr 16, 2025
Capital/Financing Update
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Report Content Amendment of the terms and conditions of the bearer participatingseries A notes
In reference to the current report no. 1/2025 dated 2 January 2025, theManagement Board of Globe Trade Centre S.A. (the "Company" or "GTC")hereby informs that on 15 April 2025, the Company entered into anagreement with the sole noteholder, LFH Portfolio Acquico S. R.L., toamend the terms and conditions of the bearer subordinated participatingseries A notes, with a total nominal value of EUR 41,821,389.06 (the"Participating Notes").
On 31 March 2025, GTC Paula S. R.L. exercised an option against LFHPortfolio Acquico S. R.L. and ZNL Investment S. R.L. to purchase allof the shares held by LFH Portfolio Acquico S. R.L. and ZNL InvestmentS. R.L. in Kaiserslautern I GmbH _ Co. KG, Kaiserslautern II GmbH _ Co.KG, Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH,Portfolio KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH,Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH andPortfolio Helmstedt GmbH (the "Call Option"). Settlement of the CallOption has not yet occurred and is expected to occur in the coming weeks.
The settlement of the Call Option forms part of a series of transactionsrelated to the acquisition of the German residential portfolio from LFHPortfolio Acquico S. R.L. and Peach Property Group AG, as announced incurrent report no. 21/2024 dated 16 November 2024. Following thesettlement of the Call Option, the Company will indirectly hold an 89.9%stake in Kaiserslautern I GmbH _ Co. KG, Kaiserslautern II GmbH _ Co.KG, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH, andPortfolio Helmstedt GmbH, as well as an 84.8% stake in PortfolioKaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KLBetzenberg V GmbH, and Portfolio Kaiserslautern VI GmbH.
Under the amended terms and conditions of the Participating Notes, ifPaula S. R.L. settles the Call Option before 30 April 2025, the Companywill be entitled to exercise its right to early redemption of theParticipating Notes, provided that the General Meeting adopts aresolution to increase the Company's share capital (requiring theexclusion of pre-emptive rights of the Company's shareholders) and/orany other resolution necessary to effectuate the Company's right toearly redemption (the "Share Capital Increase"). Additionally, from 15April 2025 onwards, the noteholder is allowed to request earlyredemption of the Participating Notes, subject to the relevant ShareCapital Increase.
In each case, upon early redemption, the Participating Notes will beredeemed by way of set-off against the subscription price of the equityinstruments to be subscribed for by the noteholder under the ShareCapital Increase, with no additional redemption amount due and no cashpayable to the noteholder.
Legal basis: Art. 17 (1) of the Regulation of the European Parliamentand of the Council (EU) No. 596/2014 on market abuse (market abuseregulation) and repealing Directive 2003/6/EC of the European Parliamentand of the Council and Commission Directives 2003/124/EC, 2003/125/ECand 2004/72/EC (inside information).
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