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GTC - Globe Trade Centre S.A. — Share Issue/Capital Change 2017
Jun 29, 2017
5627_rns_2017-06-29_a299b953-9dfb-4927-8997-a668bc326227.html
Share Issue/Capital Change
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Subject: Information on the registration of the increase of the sharecapital of Globe Trade Centre S.A. and the amended and restated articlesof association
The Management Board of Globe Trade Centre Spółka Akcyjna (the"Company") hereby announces that on 28 June 2017, the District Court forthe Capital City of Warsaw in Warsaw, XIII Commercial Division of theNational Court Register, registered the amendment to the Company'sarticles of association introduced by way of a resolution of theOrdinary General Meeting of the Company dated 16 May 2017 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 L bearer shares, with the exclusion of all of thepre-emptive rights of the existing shareholders to all of the series Lshares, the amendment of the Company's articles of association, theapplication for the admission and introduction of the series L sharesand/or rights to series L shares to trading on the regulated marketoperated by the Warsaw Stock Exchange and the dematerialisation of theseries L shares and/or rights to series L shares. The amendment to thearticles of association involved the increase of the Company's sharecapital from PLN 46,021,647.80 to PLN 47,030,350.40 through the issuanceof 10,087,026 series L ordinary bearer shares in the Company with anominal value of PLN 0.10 (ten groszy) each.
As of the date of publication of this current report, the overall numberof votes attached to all of the issued shares in the Company followingthe registration of the share capital increase amounts to 47,030,350.40,while the share capital is divided into 470,303,504 shares in theCompany having a nominal value of PLN 0.10 (ten groszy) each, including:(i) 139,286,210 series A shares; (ii) 1,152,240 series B shares; (iii)235,440 series B1 shares; (iv) 8,356,540 series C shares; (v) 9,961,620series D shares; (vi) 39,689,150 series E shares; (vii) 3,571,790 seriesF shares; (viii) 17,120,000 series G shares; (ix) 100,000,000 series Ishares; (x) 31,937,298 series J shares; (xi) 108,906,190 series Kshares; and (xii) 10,087,026 series L shares.
Moreover, the Management Board of the Company presents the amendmentsintroduced to the Company's articles of association below:
Existing wording of Article 6 section 2 of the Company's articles ofassociation:
"2. The share capital amounts to PLN 46,021,647.80 (forty-six million,twenty-one thousand, six hundred and forty-seven zlotys and eightygroszy) and is divided into:
a) 139,286,210 (one hundred and thirty-nine million, two hundred andeighty-six thousand, two hundred and ten) series A shares having anominal value of PLN 0.10 (ten groszy) each;
b) 1,152,240 (one million, one hundred and fifty-two thousand, twohundred and forty) series B shares having a nominal value of PLN 0.10(ten groszy) each;
c) 235,440 (two hundred and thirty-five thousand, four hundred andforty) series B1 shares having a nominal value of PLN 0.10 (ten groszy)each;
d) 8,356,540 (eight million, three hundred and fifty-six thousand, fivehundred and forty) series C shares having a nominal value of PLN 0.10(ten groszy) each;
e) 9,961,620 (nine million, nine hundred and sixty-one thousand, sixhundred and twenty) series D shares having a nominal value of PLN 0.10(ten groszy) each;
f) 39,689,150 (thirty-nine million, six hundred and eighty-ninethousand, one hundred and fifty) series E shares having a nominal valueof PLN 0.10 (ten groszy) each;
g) 3,571,790 (three million, five hundred and seventy-one thousand,seven hundred and ninety) series F shares having a nominal value of PLN0.10 (ten groszy) each;
h) 17,120,000 (seventeen million, one hundred and twenty thousand)series G shares having a nominal value of PLN 0.10 (ten groszy) each;
i) 100,000,000 (one hundred million) series I shares having a nominalvalue of PLN 0.10 (ten groszy) each;
j) 31,937,298 (thirty-one million, nine hundred and thirty-seventhousand, two hundred and ninety-eight) series J shares with a nominalvalue of PLN 0.10 (ten groszy) each; and
k) 108,906,190 (one hundred and eight million, nine hundred and sixthousand, one hundred and ninety) series K shares with a nominal valueof PLN 0.10 (ten groszy) each."
New wording of Article 6 section 2 of the Company's articles ofassociation:
"2. The share capital amounts to PLN 47,030,350.40 (forty-seven million,thirty thousand, three hundred and fifty zlotys and forty groszy) and isdivided into:
a) 139,286,210 (one hundred and thirty-nine million, two hundred andeighty-six thousand, two hundred and ten) series A shares having anominal value of PLN 0.10 (ten groszy) each;
b) 1,152,240 (one million, one hundred and fifty-two thousand, twohundred and forty) series B shares having a nominal value of PLN 0.10(ten groszy) each;
c) 235,440 (two hundred and thirty-five thousand, four hundred andforty) series B1 shares having a nominal value of PLN 0.10 (ten groszy)each;
d) 8,356,540 (eight million, three hundred and fifty-six thousand, fivehundred and forty) series C shares having a nominal value of PLN 0.10(ten groszy) each;
e) 9,961,620 (nine million, nine hundred and sixty-one thousand, sixhundred and twenty) series D shares having a nominal value of PLN 0.10(ten groszy) each;
f) 39,689,150 (thirty-nine million, six hundred and eighty-ninethousand, one hundred and fifty) series E shares having a nominal valueof PLN 0.10 (ten groszy) each;
g) 3,571,790 (three million, five hundred and seventy-one thousand,seven hundred and ninety) series F shares having a nominal value of PLN0.10 (ten groszy) each;
h) 17,120,000 (seventeen million, one hundred and twenty thousand)series G shares having a nominal value of PLN 0.10 (ten groszy) each;
i) 100,000,000 (one hundred million) series I shares having a nominalvalue of PLN 0.10 (ten groszy) each;
j) 31,937,298 (thirty-one million, nine hundred and thirty-seventhousand, two hundred and ninety-eight) series J shares with a nominalvalue of PLN 0.10 (ten groszy) each;
k) 108,906,190 (one hundred and eight million, nine hundred and sixthousand, one hundred and ninety) series K shares with a nominal valueof PLN 0.10 (ten groszy) each; and
l) 10,087,026 (ten million, eighty-seven thousand, twenty-six) series Lshares with a nominal value of PLN 0.10 (ten groszy) each."
Disclaimer:
This announcement was prepared in accordance with Article 56.1 of thePolish Act on Public Offering, the Conditions Governing the Introductionof Financial Instruments to Organised Trading, and on Public Companiesdated 29 July 2005 (the "Act on Public Offering"). This announcement isfor information 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 issued by Globe Trade Centre S.A., with its registered seatin Warsaw, or any solicitation of any offer to purchase or subscribe forsuch securities.
This announcement does not constitute any promotional campaign as setforth in Article 53.2 of the Act on Public Offering.
In particular, this announcement is not intended for distribution,whether directly or indirectly, from or to the United States of Americaor other jurisdictions where such distribution, publication or use isprohibited by law. The securities referred to in this announcement havenot been and will not be registered under the U.S. Securities Act of1933, as amended, and may be offered or sold in the United States ofAmerica exclusively under an exemption or as part of transactions thatare not covered by registration requirements under the U.S. SecuritiesAct.
Legal basis: § 5.9 and § 38.1.2 of the Regulation of the Minister ofFinance of 19 February 2009 on current and periodical disclosure byissuers of securities and the conditions for recognising as equivalentthe information that is required by the laws of a non-member state.