Declaration of Voting Results & Voting Rights Announcements • Dec 12, 2023
Declaration of Voting Results & Voting Rights Announcements
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Subject: Conclusion of a conditional settlement agreement among theCompany's shareholders regarding the termination of certain agreementsamong the shareholders and the transfer of 15.7% of the shares in theCompany
In reference to its current reports no. 13/2022, no. 15/2022 and no.19/2022, the Management Board of Globe Trade Centre S.A. (the "Company")hereby informs that on 11 December 2023 the Company received anotification (the "Notification") from its shareholders, i.e.: GTC DutchHoldings B.V. with its registered office in Amsterdam, the Netherlands("GTC Dutch"), GTC HOLDING Z_#193;RTK_#214;R_#368;EN M_#368;K_#214;D_#336; R_#201;SZV_#201;NYT_#193;RSAS_#193;G with itsregistered office in Budapest, Hungary ("GTC Holding") and IconaSecuritization Opportunities Group S._#224; r.l. acting on behalf of itscompartment Central European Investments with its registered office inLuxembourg, Grand Duchy of Luxembourg ("ISO" and jointly with GTC Dutchand GTC Holding, the "Shareholders"), pursuant to which on 11 December2023 the Shareholders concluded a conditional global settlementagreement aimed to unwind their cooperation with respect to the Company("GSA").
Pursuant to the GSA, the Parties agreed, among others, on the transferof 15.7% shares in the share capital of the Company ("ISO Shares") byISO to GTC Dutch in connection with redemption in kind of debtinstruments issued by ISO ("ISO Shares Transfer") and on conditionaltermination (upon the due transfer of legal title to ISO Shares from ISOto GTC Dutch) of the following agreements:
1) the shareholders' agreement concluded among the Shareholders on 18February 2022 which entered into force on 1 March 2022, constituting anacting in concert agreement within the meaning of Articles 87(1)(5) and87(1)(6) in connection with Article 87(3) of the Act of 29 July 2005 onPublic Offerings and the Conditions for the Introduction of FinancialInstruments to the Organised Trading System and Public Companies (the"Act on Public Offering") on joint policy towards the Company andexercising of voting rights on selected matters in an agreed manner (the"SHA"); and
2) the assignment agreement concluded between GTC Dutch and ISO on 18February 2022 which entered into force on 1 March 2022, pursuant towhich ISO assigned and transferred the voting rights attached to all ISOShares to GTC Dutch and granted the power of attorney to GTC Dutch toexercise voting rights attached to all ISO Shares (the "AssignmentAgreement").
Under the GSA, the Shareholders agreed to terminate also otheragreements and underlying documentation concerning their cooperation,including the call and put option agreement concluded on 18 February2022, which became effective on 1 March 2022, granting GTC Dutch a calloption to ISO to acquire all of ISO Shares and granting ISO a put optionto GTC Dutch to sell acquire all of ISO Shares.
Pursuant to the Notification, the consummation of the transactions andoperations under the GSA is conditional upon the execution the financingagreement with a third party. The Shareholders expect that the conditionas well as all transactions and operations specified in the GSA,including the transfer of the legal title to ISO Shares from ISO to GTCDutch, resulting in the automatic termination of the SHA and theAssignment Agreement, will be completed shortly following the executionof the GSA.
The Company was informed that the transfer of ISO Shares in accordancewith the GSA will not result in any change in the number of votes in theCompany held either jointly or individually by the Shareholders, as allvoting rights attached to ISO Shares were already exercised by GTC Dutchunder the Assignment Agreement prior to the execution of the GSA.
Legal grounds: Art. 17(1) of Regulation (EU) No 596/2014 of the EuropeanParliament and of the Council of 16 April 2014 on market abuse (marketabuse regulation) and repealing Directive 2003/6/EC of the EuropeanParliament and of the Council and Commission Directives 2003/124/EC,2003/125/EC and 2004/72/EC - inside information.
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