Globe Trade Center S.A. (“GTC” or the “Company”), a leading commercial real estate company focused on CEE and SEE, proposes to its shareholders to increase its share capital and issue up to 140 million of new shares. The Company intends to invest the additional equity capital for the acquisition of value added, cash-generating assets, as well as for the construction of selected existing development projects.
Following a change in the shareholder structure at the end of 2013, GTC revised its mid-term strategy to take advantage of the new opportunities in the current market environment; the focus will be on creating value through opportunistic acquisitions and active portfolio and asset management of its growing portfolio in CEE and SEE, supplemented by carefully selected development activities of its existing landbank.
To effectively execute on this strategy, GTC’s Management Board recommends to its shareholders to approve and participate in the announced rights issue of up to 140 million of new shares. The newly raised capital will fuel the company’s further growth and profitability.
“We have carefully selected potential acquisition and development targets that meet our stringent investment criteria. We will acquire value added, cash-generating assets and selectively develop projects from our existing landbank which offer the highest risk adjusted returns to GTC. We will focus our new investments to major cities in Poland and capital cities in CEE and SEE, namely Warsaw, Bucharest, Budapest and Belgrade. We strongly believe that the commercial real estate market in combination with the current fiscal policy of the European Union resulting in an extraordinarily low interest rate environment creates unique acquisition opportunities allowing for accretive growth. Our main shareholder, Lone Star, fully supports the management’s revised strategy which is the main objective for this capital increase. We are committed to convince our other shareholders of the merits of this strategy and to vote for the capital increase” – Thomas Kurzmann, GTC’s Chief Executive Officer commented.
Lone Star Fund, GTC’s main shareholder, confirmed its full support of the strategy and the management’s initiative to issue additional capital.
“This capital increase is important to further strengthen GTC’s balance sheet and for the execution of its growth strategy” – added Alexander Hesse, Chairman of the Supervisory Board of GTC.
The shareholders’ meeting, at which shareholder will vote on the proposed right issue, is scheduled for 23 April 2015.
GTC Group is at the forefront of the commercial real estate sector in Central, Eastern and Southern Europe. Its shares are listed on the Warsaw Stock Exchange and featured in the WIG30 index as well as many other international indices.
The Group was founded in 1994. Ever since we have been active on the real estate markets in Poland, Romania, Serbia, Croatia, Bulgaria, Hungary and Slovakia and we have developed 60 commercial buildings, offering over 1,000,000 sq m of lease area and nine residential projects offering over 400,000 sq m of floor space. Today GTC owns and manage 35 commercial buildings, office buildings and shopping centers, the combined space area of which is 665,000 sq m.
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This document has been prepared by Globe Trade Centre S.A. (the “Company”), is for informational purposes only and under no circumstances shall constitute an offer or invitation to make an offer, or form the basis for a decision, to invest in the securities of the Company. This document does not constitute marketing or advertising material within the meaning of Article 53 of the Act on Public Offerings, the Conditions for Introducing Financial Instruments to an Organised Trading System, and Public Companies.
A decision as to whether to increase the share capital of the Company has not been made yet. The extraordinary general meeting of the shareholders of the Company, the agenda of which includes a resolution on the share capital increase, has been convened to be held on 23 April 2015 (the “EGM”). The announcement regarding the convocation of the EGM was published on 27 March 2015 by means of current report No. 8/2015. On the same date, the draft resolution of the EGM regarding the share capital increase was published on the Company’s website (www.gtc.com.pl). In case of the adoption by the EGM of the resolution on the share capital increase by way of the issuance of new shares (the “Shares”) in the Company subject to pre-emptive rights, the Company intends to file with the Polish Financial Supervision Authority (the “PFSA”) an application for the approval of a prospectus (the “Prospectus”) which will be the sole legally binding document containing information about the Company and the offering of its Shares in Poland (the “Offering”). The Company will be authorised to carry out the Offering only after the EGM has adopted the above-mentioned resolution and the Prospectus has been approved by the PFSA. The Company will make the Prospectus available pursuant to applicable law.
This document does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.
This document (and the information contained herein) does not contain or constitute an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States, Australia, Canada or Japan, or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States of America, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States of America.
To the maximum extent permitted under the applicable provisions of law, no representation, warranty or undertaking, expressed or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. The information, opinions and forward-looking statements contained in this document are subject to change without notice. The forward-looking statements included in this document involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise. Any business outlook information contained in this document shall be read as the internal targets of the Company and shall not be construed as financial projections or forecasts. These targets may or may not prove to be accurate. Neither the Company nor any of its subsidiaries or any other related entities shall be held accountable for any damage resulting from the use of this document, a part hereof, or its contents or in any other manner in connection with this document.