Major Shareholding Notification • Dec 16, 2023
Major Shareholding Notification
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Subject: Consummation of the conditional settlement agreement among theCompany's shareholders, termination of certain agreements among theshareholders and the transfer of 15.7% of the shares in the Company,notification of a change in the shareholding of the Company and changein the composition of the Supervisory Board
In reference to its current reports no. 13/2022, no. 15/2022, no.19/2022 and 18/2023, the Management Board of Globe Trade Centre S.A.(the "Company") hereby informs that on a14 December 2023 the Companyreceived a notification (the "Notification") from its shareholders,i.e.: GTC Dutch Holdings 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 its registered office in Budapest, Hungary ("GTCHolding") and Icona Securitization Opportunities Group S._#224; r.l. actingon behalf of its compartment Central European Investments with itsregistered office in Luxembourg, Grand Duchy of Luxembourg ("ISO" andjointly with GTC Dutch and GTC Holding, the "Shareholders"), on theconsummation on 15 December 2023 of the conditional global settlementagreement date of 11 December 2023 ("GSA") aimed to unwind theircooperation with respect to the Company. In connection with the above,on 15 December 2023, the Company received notifications of a change inthe shareholding of the Company (_quot;Notifications of a Change in theShareholding_quot;) from ISO and the following individuals and entities:
1. Jean-Pierre Verlaine, having his professional address at 5, rueGuillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg;
2. Engelwood Capital II, a company organized and existing under the lawsof the Grand Duchy of Luxembourg, having its registered office at 5, rueGuillaume Kroll, L-1882 Luxembourg, Grand Duchy of Luxembourg, and
3. Engelwood Management _amp; Consulting, a company organized and existingunder the laws of the Grand Duchy of Luxembourg, having its registeredoffice at 50, rue de M_#252;hlenbach, L-2168 Luxembourg, Grand Duchy ofLuxembourg,
(each, along with ISO, referred to as "Holder", all as "Holders")
being the controlling parties of ISO, fully controlled and owned byEngelwood Management _amp; Consulting, issued pursuant to article 69a of theAct of 29 July 2005 on Public Offerings and the Conditions for theIntroduction of Financial Instruments to the Organised Trading Systemand Public Companies (the "Act on Public Offering").
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 on Public Offeringon joint policy towards the Company and exercising of voting rights onselected 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").
The Company informed on conclusion of the SHA and the AssignmentAgreement inter alia in the current report no. 19/2022 published on 1March 2022.
Under the GSA, the Shareholders terminated also other agreements andunderlying documentation concerning their cooperation, including thecall and put option agreement concluded on 18 February 2022, whichbecame effective on 1 March 2022, granting GTC Dutch a call option toISO to acquire all of ISO Shares and granting ISO a put option to GTCDutch to sell acquire all of ISO Shares (also mentioned in the Company'scurrent report no. 19/2022 published on 1 March 2022).
The consummation of the transactions and operations under the GSA wasconditional upon the execution of the financing agreement with a thirdparty which took place on 14 December 2023. Consequently, on 15 December2023 all transactions and operations specified in the GSA werecompleted, including the transfer of legal title to ISO Shares from ISOto GTC Dutch, resulting in the termination of the SHA and the AssignmentAgreement.
The Company was informed that the transfer of ISO Shares in accordancewith the GSA did 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.
Pursuant to the Notifications of a Change in the Shareholding, prior tothe execution of the transactions and operations under the GSA, theHolders held (directly or indirectly) 90,176,000 ordinary bearer sharesin the Company which constitute 15.7% of total votes at the Company'sgeneral meeting, with the reservations that voting rights attached toISO Shares were already exercised by GTC Dutch under the AssignmentAgreement prior to the execution of the GSA. After the execution of thetransactions and operations under the GSA, do not hold (directly orindirectly) any shares of the Company.
Pursuant to the Notifications of a Change in the Shareholding:
• the Holders have no subsidiaries holding shares in the Company,
• the Holders are not parties to any agreement on the transfer of rightsto exercise voting rights vested in the shares of the company within themeaning of Article 87(1)(3)(c) of the Act on Public Offering;
• in relation to the Holders, the circumstances described in Article69(4)(7-9) of the Act on Public Offering do not apply; and
• the Holders are not parties to any agreement referred to in Article87(1)(5) of the Act on Public Offering.
The Management Board of Company informs that as a result of the transferof the legal title to the ISO Shares from ISO to GTC Dutch, the mandateof Bruno Vanini, member of the Supervisory Board, expired on the date ofreceipt of the notification (15 December 2023).
Information regarding the consummation of the GSA was identified as theinside information.
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; Art. 70 point 1 of theAct of 29 July 2005 on Public Offering, the Conditions Governing theIntroduction of Financial Instruments to Organised Trading, and onPublic Companies; Art. 5 point 4 of the Regulation of the Council ofMinisters of 29 March 2018 concerning the submission of currentperiodical information by the securities' issuers and the conditions ofrecognizing as equal the information demanded by the national lawfulregulation of a country which does not hold the membership in EuropeanUnion.
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