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Amendment of the terms and conditions of the bearer participating series A notes
GLOBE TRADE CENTRE S.A.
(Incorporated and registered in Poland with KRS No. 61500)
(Share code on the WSE: GTC.S.A)
(Share code on the JSE: GTC ISIN: PLGTC0000037)
(the "Company")
Current report number: 7/2025
Date: 16 April 2025
Subject: Amendment of the terms and conditions of the bearer participating series A notes
In reference to the current report no. 1/2025 dated 2 January 2025, the Management Board of
Globe Trade Centre S.A. (the "Company" or "GTC") hereby informs that on 15 April 2025, the
Company entered into an agreement with the sole noteholder, LFH Portfolio Acquico S.À R.L., to
amend the terms and conditions of the bearer subordinated participating series A notes, with a
total nominal value of EUR 41,821,389.06 (the "Participating Notes").
On 31 March 2025, GTC Paula S.À R.L. exercised an option against LFH Portfolio Acquico S.À
R.L. and ZNL Investment S.À R.L. to purchase all of the shares held by LFH Portfolio Acquico
S.À R.L. and ZNL Investment S.À R.L. in Kaiserslautern I GmbH & Co. KG, Kaiserslautern II
GmbH & Co. KG, Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio
KL Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH, Portfolio Heidenheim I GmbH,
Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH (the "Call Option"). Settlement
of the Call Option has not yet occurred and is expected to occur in the coming weeks.
The settlement of the Call Option forms part of a series of transactions related to the acquisition of the
German residential portfolio from LFH Portfolio Acquico S.À R.L. and Peach Property Group AG, as
announced in current report no. 21/2024 dated 16 November 2024. Following the settlement of the
Call Option, the Company will indirectly hold an 89.9% stake in Kaiserslautern I GmbH & Co. KG,
Kaiserslautern II GmbH & Co. KG, Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH,
and Portfolio Helmstedt GmbH, as well as an 84.8% stake in Portfolio Kaiserslautern III GmbH,
Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH, and Portfolio Kaiserslautern VI
GmbH.
Under the amended terms and conditions of the Participating Notes, if Paula S.À R.L. settles the
Call Option before 30 April 2025, the Company will be entitled to exercise its right to early
redemption of the Participating Notes, provided that the General Meeting adopts a resolution to
increase the Company's share capital (requiring the exclusion of pre-emptive rights of the
Company's shareholders) and/or any other resolution necessary to effectuate the Company's right
to early redemption (the "Share Capital Increase"). Additionally, from 15 April 2025 onwards, the
noteholder is allowed to request early redemption of the Participating Notes, subject to the
relevant Share Capital Increase.
In each case, upon early redemption, the Participating Notes will be redeemed by way of set -off
against the subscription price of the equity instruments to be subscribed for by the noteholder
under the Share Capital Increase, with no additional redemption amount due and no cash payable
to the noteholder.
Legal basis: Art. 17 (1) of the Regulation of the European Parliament and of the Council (EU) No.
596/2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the
European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC
and 2004/72/EC (inside information).
Signed:
/s/ Gyula Nagy /s/ Balázs Gosztonyi
President of the Management Board Management Board Member
Warsaw, Poland
Sponsor: Investec Bank Limited
Date: 16-04-2025 09:15:00
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