AI assistant
GTC - Globe Trade Centre S.A. — Share Issue/Capital Change 2017
Jun 12, 2017
5627_rns_2017-06-12_7c9d0dfe-afed-40df-8e9b-1354e8fdf459.html
Share Issue/Capital Change
Open in viewerOpens in your device viewer
Subject: Closing of the subscription of series L shares
The Management Board of Globe Trade Centre S.A. (the "Company") herebyannounces that the subscription of series L ordinary bearer shares (the"Series L Shares") has been completed.
The Series L Shares were subscribed for pursuant to Resolution No. 18 ofthe 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, the exclusion of all of the pre-emptiverights of the existing shareholders to all of the series L shares, theamendment of the Company's statute, the application for the admissionand introduction of series L shares and/or rights to series L shares totrading on the regulated market operated by the Warsaw Stock Exchangeand the dematerialisation of series L shares and/or rights to series Lshares ( the "Resolution on the Share Capital Increase").
1. Date of opening and closing of the placement or sale: The bookbuilding process was not carried out. The subscription agreements forthe Series L Shares were executed between 6 and 7 June 2017.
2. Date of the allotment of the securities: Not applicable. Thesubscription agreements for the Series L Shares were executed between 6and 7 June 2017.
3. Number of securities covered by the placement or sale: The maximumnumber of Series L Shares that could have been issued pursuant to theResolution on the Share Capital Increase was 15,532,306.
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 placement orsale: No subscriptions within the meaning of the Commercial CompaniesCode were made; under the subscription, 10,087,026 Series L Shares weresubscribed for.
6. Number of securities that were allotted under the subscription orsale: 10,087,026 Series L Shares were subscribed for in the course ofthe subscription.
7. Price at which the securities were acquired (subscribed for):subscription price - PLN 8.91 per each Series L Share.
8. Number of individuals who subscribed for securities covered by theplacement or sale in individual tranches: Not applicable - thesubscription was not divided into individual tranches.
9. Number of individuals who were allotted securities under theplacement or sale in individual tranches: The Series L Shares weresubscribed for by 21 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 L Shares was not subject to any underwriting commitment.
11. Value of the placement or sale calculated by multiplying the numberof securities covered by the offering by the issue price or the saleprice: PLN 89,875,401.66.
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: EUR 100,000.00(PLN 419,270.00 calculated in accordance with the average PLN / EURexchange rate published by the National Bank of Poland on the date ofthis report) - 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 L shares were not subject to anyunderwriting undertaking, no prospectus was prepared in connection withthe public offering of the series L 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 placement or saleattributable to one security covered by the placement or sale: EUR 0.01(PLN 0.04 calculated in accordance with the average PLN / EUR exchangerate published by the National Bank of Poland on the date of thisreport).
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 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 of Globe Trade Centre S.A., with its registered seat inWarsaw, or any solicitation of any offer to purchase or subscribe forsuch securities.
This announcement does not constitute any promotional campaign as setforth in Article 53.1 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 solely under an exemption or as part of transactions which arenot covered by registration requirements under the U.S. Securities Act.
Legal basis: § 33 section 1 of the Regulation of the Minister of Financeof 19 February 2009 on current and periodical disclosure by issuers ofsecurities and conditions for recognising as equivalent the informationthat is required by the laws of a non-member state.