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GTC - Globe Trade Centre S.A. Share Issue/Capital Change 2021

Dec 16, 2021

5627_rns_2021-12-16_7b2a44b4-354e-4b97-9680-c237b7a24506.html

Share Issue/Capital Change

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Determination of the price of series O shares and the final number ofseries O shares to be offered by the Company

THIS CURRENT REPORT AND THE INFORMATION HEREIN, IS RESTRICTED AND IS NOTFOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION, OR FORWARDINGDIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITEDSTATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCHPUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS CURRENT REPORT IS PUBLISHED TO SATISFY THE INFORMATIONREQUIREMENTS WITH WHICH GLOBE TRADE CENTRE S.A. AS A PUBLIC COMPANY THESECURITIES IN WHICH ARE ADMITTED TO TRADING ON A REGULATED MARKET MUSTCOMPLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

PLEASE SEE THE DISCLAIMER AT THE END OF THIS CURRENT REPORT.

Referring to current report No. 13/2021 of 29 June 2021 r., in whichGlobe Trade Centre S.A. (the "Company") announced the resolutionsadopted by the annual general meeting of the Company dated 29 June 2021,including the resolution No. 28 regarding the increase of the Company'sshare capital through the issuance of ordinary series O bearer shares,the exclusion of all of the pre-emptive rights of the existingshareholders to all of the series O shares, the amendment of theCompany's statute, the application for the admission and introduction ofthe series O shares and/or rights to series O shares to trading on theregulated market operated by the Warsaw Stock Exchange and thedematerialisation of the series O shares and/or rights to series Oshares (the "Issue Resolution"), the Management Board of the Companyhereby announces that, following the completion of the book-buildingprocess for the series O shares pursuant to the Issue Resolution (the"Series O Shares"), acting pursuant to the authorisation granted to itin § 3 Section 1 Item 1 of the Issue Resolution, it has determined theissue price of the Series O Shares at PLN 6.40 (six zloty and fortygroszy) per one Series O Share, i.e. at the level of the arithmeticaverage of daily volume-weighted average prices of the shares in theCompany on the regulated market operated by the Warsaw Stock Exchange(Giełda Papierów Wartościowych w Warszawie S.A.) in the ten session dayspreceding the date of the determination of the issue price for theSeries O Shares (i.e. from (and including) 2 December 2021 until (andincluding) 15 December 2021) equal to PLN 6.85, decreased by a discountof 6.6% approved by the Supervisory Board of the Company on 16 December2021, i.e. not exceeding 10% as set out in the Issue Resolution.

The Management Board of the Company also resolved to offer forsubscription to investors selected by the Management Board, on the termsset out in the Issue Resolution and the terms of subscription determinedon the basis thereof, a total of 88,700,000 (eighty-eight million sevenhundred thousand) Series O Shares. In accordance with the above terms ofsubscription, the management board has decided to increase the number ofoffered Series O Shares from the original 55,000,000 by additional33,700,000 shares.

The final number of Series O Shares to be acquired by such investorsunder validly executed Series O Shares subscription agreements will bedisclosed by the Company separately following the completion of theSeries O Shares subscription period.

Furthermore, the Management Board of the Company hereby announces thatthe relevant agreements to subscribe for the Series O Shares allocatedto the investors selected by the Management Board shall be concluded notlater than on 21 December 2021.

Disclaimer:

This current report was prepared in accordance with Art. 17(1) ofRegulation of the European Parliament and Council (EU) No. 596/2014 onmarket abuse (market abuse regulation) and repealing Directive 2003/6/ECof the European Parliament and Council and Commission Directives2003/124/EC, 2003/125/EC and 2004/72/EC (inside information) and Article56.1 section 2 of the Polish Act on Public Offering, the ConditionsGoverning the Introduction of Financial Instruments to OrganisedTrading, and Public Companies dated 29 July 2005 (the "Act on PublicOffering").

This current report is for information purposes only and is made tosatisfy the information requirements with which Globe Trade Centre S.A.as a public company the shares in which are admitted and introduced totrading on the regulated market operated by the Warsaw Stock Exchangemust comply; furthermore, it does not (i) constitute or form any part ofany offer or invitation to directly or indirectly subscribe for,underwrite or otherwise acquire securities of Globe Trade Centre S.A.,with its registered seat in Warsaw, or any solicitation of any offer topurchase or subscribe for such securities or (ii) representadvertisement or promotional material prepared or published by theCompany for the purpose of promoting the securities of Globe TradeCentre S.A. or their subscription, purchase or offering or for thepurpose of encouraging an investor, whether directly or indirectly, toacquire or subscribe for such securities.

This current report is not an advertisement referred to in Article 22 ofthe Regulation (EU) 2017/1129 of the European Parliament and of theCouncil of 14 June 2017 on the prospectus to be published whensecurities are offered to the public or admitted to trading on aregulated market, and repealing Directive 2003/71/EC.

In particular, this current report and the information contained in itis not intended for publication, release, transmission, distribution orforwarding, whether directly or indirectly, from or to the United Statesof America or other jurisdictions where such distribution, publicationor use is prohibited by law. The securities referred to in this currentreport have not been and will not be registered under the U.S.Securities Act of 1933, as amended, and may be offered or sold in theUnited States of America solely under an exemption or as part oftransactions which are not covered by registration requirements underthe U.S. Securities Act.

Legal basis: Art. 17(1) of Regulation of the European Parliament andCouncil (EU) No. 596/2014 on market abuse (market abuse regulation) andrepealing Directive 2003/6/EC of the European Parliament and Council andCommission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (insideinformation).