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GTC - Globe Trade Centre S.A. — Share Issue/Capital Change 2017
May 26, 2017
5627_rns_2017-05-26_495b7f05-75c5-41fd-b6fc-31b5226317a4.html
Share Issue/Capital Change
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Subject: Determination of the issue price and the timing and terms ofthe submission of offers to acquire series L shares in the Company bythe Eligible Shareholders
Reference is made to current report No. 10/2017 of 16 May 2017. Themanagement board of Globe Trade Centre S.A. (the "Company") announcesthat the issue price of one Series L Share shall amount to PLN 8.91. Theissue price of one Series L Share was determined as the arithmeticaverage of the daily volume-weighted average prices of the shares in theCompany on the main market of the Warsaw Stock Exchange in the period ofthe 10 session days prior to 26 May 2017, i.e. the dividend datedetermined in resolution No. 5 of the annual general meeting of theCompany of 16 May 2017 (the "Dividend Record Date") (the "DividendResolution") of PLN 9.18, decreased by the amount of the dividend pershare indicated in the Dividend Resolution of PLN 0.27.
The issue price of the Series L Shares was determined in accordance with§1 section 4 of resolution No. 18 of 16 May 2017 regarding the increaseof the Company's share capital through the issuance, solely to certainshareholders of the Company as of the dividend record date, of ordinaryseries L bearer shares, the exclusion of all of the pre-emptive rightsof the existing shareholders to all of the series L shares, theamendment of the Company's statute, the application for the admissionand introduction of the series L shares and/or rights to the series Lshares to trading on the regulated market operated by the Warsaw StockExchange and the dematerialisation of the series L shares and/or rightsto the series L shares (the "Issue Resolution").
The management board of the Company also announces that on 26 May 2017,acting pursuant to the powers granted pursuant to §3 section 1 of theIssue Resolution, it determined the timing and the terms of theCompany's submission to the Eligible Shareholders of offers to acquirethe Series L Shares. The Company's management board authorised BankZachodni WBK S.A. to represent the Company in any contacts withinvestors in connection with the issuance of the Series L Shares. Inview of the above, the management board of the Company requests theinvestors who are Eligible Shareholders within the meaning of the IssueResolution, i.e. the shareholders of the Company as at the DividendRecord Date:
(i) who are "professional clients" (within the meaning of the Polish Acton Trading in Financial Instruments dated 29 July 2005, as amended) tocontact Bank Zachodni WBK S.A., Al. Jana Pawła II 17, 00-854 Warsaw,contact person: Małgorzata Jachymek, [email protected], tel.(+48) 22 534 17 09; or
(ii) whose shares are registered only in the accounts maintained withComputershare Investor Services Proprietary Limited to contact theirCSDP, broker or custodian (in accordance with the information disclosedto the public in the report published in SENS on 26 May 2017),
by 6:00 p.m. Warsaw time on Wednesday, 31 May 2017 in order to obtaininformation regarding the actions required to subscribe for the Series LShares.
The final number of the Series L Shares subscribed for by the EligibleShareholders pursuant to validly executed subscription agreementsregarding the Series L Shares will be separately disclosed by theCompany after the completion of the subscription period for the Series LShares.
Legal disclaimer:
This current report and the information set forth herein constitute thefulfilment of the applicable disclosure obligations of Globe TradeCentre S.A. as a public company the shares in which have been admittedto and introduced to trading on the regulated market of the Warsaw StockExchange (Giełda Papierów Wartościowych w Warszawie S.A.). Thepublication of this communication is for information purposes only anddoes not constitute the making available of information to promote thepurchase or acquisition of securities or an inducement of their purchaseor acquisition, including within the meaning of Article 53 section 1 ofthe Polish Act of 29 July 2005 on Public Offering, the ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies, as amended, and does not constitute apromotional campaign within the meaning of Article 53 section 2 of suchact.
This current report and the information set forth herein may not bedistributed, directly or indirectly, within the territory of or in theUnited States of America or any other jurisdiction where publicdistribution of the information contained in this current report may besubject to restrictions or may be prohibited by law. The securitiesreferred to in this communication have not been and will not beregistered under the U.S. Securities Act of 1933, as amended (the"Securities Act"), and may only be offered or sold within the UnitedStates under an exemption from, or in a transaction not subject to, theregistration requirements of the Securities Act.
Legal basis: Article 17 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.