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Acquisition of the German residential portfolio from LFH Portfolio Acquico S.À R.L. and Peach Property Group AG
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)
("GTC" or "the Company")
Current report number: 1/2025
Date: 2 January 2025
Subject: Completion of the series of transactions leading to acquisition of the German
residential portfolio from LFH Portfolio Acquico S.À R.L. and Peach Property Group AG
In reference to the current report no. 21/2024 dated 16 November 2024, the Management Board
of Globe Trade Centre S.A. (the "Company" or "GTC") hereby informs that as a result of the
satisfaction of all the conditions precedent set forth in the share purchase agreements concluded
with, inter alia, several group companies of Peach Property Group AG ("Peach Group
Companies") and LFH Portfolio Acquico S.À R.L., as the sellers, on 2 January 2025, the parties
completed the acquisition of the German residential portfolio (the "Portfolio") from LFH Portfolio
Acquico S.À R.L. and the Peach Group Companies (the "Transaction"), on terms and conditions
substantially consistent with those disclosed in the current report no. 21/2024 dated 16 November
2024.
Consequently, the Company has indirectly acquired, through its subsidiary, GTC Paula S.À R.L.:
(i) from the Peach Group Companies 89.9% of the limited liability partnerships:
Kaiserslautern I GmbH & Co. KG (or its legal successor) and Kaiserslautern II GmbH &
Co. KG (or its legal successor) (the "Portfolio Partnerships"), and
(ii) from LFH Portfolio Acquico S.À R.L., 79.8% of the limited liability companies: 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 " Portfolio Companies").
at an adjusted property value of approximately EUR 448 million based on 100% ownership of the
Portfolio.
In addition, the Company has indirectly acquired 51% of the shares in the property managing company
managing the Portfolio, GTC Peach Verwaltungs GmbH (the "PM Company"), from the Peach Group
Companies.
Upon completion, 89.9% of the shares in the Portfolio Partnerships and 79.8% of the shares in the
Portfolio Companies were acquired for a total consideration comprising EUR 167 million in cash
and the Participating Notes with a total nominal value of approximately EUR 42 million (as
described in letter C (Description of the Participating Notes)), subject to adjustments, as well as a
51% stake in the PM Company. The Peach Group Companies retained a 10.09% stake in the
Portfolio Partnerships and a 10.1% stake in the Portfolio Companies as well as a 49% stake in the
PM Company, while co-investors, LFH Portfolio Acquico S.À R.L. and ZNL Investment S.À R.L.,
retained the remaining 10.1% stake in Portfolio Heidenheim I GmbH, Portfolio Kaiserslautern VII
GmbH and Portfolio Helmstedt GmbH and a 5% stake in Portfolio Kaiserslautern III GmbH,
Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH and Portfolio Kaiserslautern
VI GmbH, while acquiring a 0.01% stake in the Portfolio Partnerships. A further minority
shareholder, Mr. Marco Garzetti, retained a 5.1% stake in Portfolio Kaiserslautern III GmbH,
Portfolio KL Betzenberg IV GmbH, Portfolio KL Betzenberg V GmbH and Portfolio Kaiserslautern
VI GmbH.
With effect from the completion, GTC Paula S.À R.L., the Peach Group Companies, LFH Acquico
S.À R.L. and ZNL Investment S.À R.L. entered into a shareholders' agreement in relation to their
respective shareholdings in the Portfolio Companies and the Portfolio Partnerships. In addition,
GTC Paula S.À R.L. and the Peach Group Companies entered into a shareholders' agreement in
relation to their respective shareholdings in the PM Company.
Additionally, GTC Paula S.À R.L. is granted an option against LFH Portfolio Acquico S.À R.L. and
ZNL Investment S.À R.L. to purchase all of the shares of LFH Portfolio Acquico S.À R.L. and ZNL
Investment S.À R.L. in the Portfolio Companies at a price determined in accordance with the
formula used to calculate the total consideration amount (as adjusted) (the "Call Option"),
provided that no reinvestments will be made. Consequently, upon exercising the Call Option, the
Company will indirectly hold 89.9% of the Portfolio Partnerships, up to 89.9% of Portfolio
Heidenheim I GmbH, Portfolio Kaiserslautern VII GmbH and Portfolio Helmstedt GmbH and up to
85% of Portfolio Kaiserslautern III GmbH, Portfolio KL Betzenberg IV GmbH, Portfolio KL
Betzenberg V GmbH, Portfolio Kaiserslautern VI GmbH.
A. Funding structure
The Transaction was funded through:
1. assumption of existing senior bank loans of approximately EUR 185.4 million currently
provided to certain project companies by multiple banks including: DZ Hyp AG,
Landesbank Baden-Württemberg, Sparkasse Kaiserslautern, and Volksbank BRAWO eG;
2. issuance of 418 bearer participating series A notes, with a nominal value of EUR
100,051.17 each and a total nominal value of EUR 41,821,389.06 (the "Participation
Notes"), further described in letter B (Description of the Participating Notes) below.
3. external financing obtained by GTC Group, further described in letter C (Debt financing)
below.
B. Description of the Participating Notes
As the part of the Transaction, the Company has issued the Participating Notes, which were
transferred to LFH Portfolio Acquico S.À R.L., as an in-kind settlement of the portion of the
purchase price under the share purchase agreement concluded with LFH Portfolio Acquico S.À
R.L.
The Participating Notes were issued as participating notes within the meaning of Article 18 of the
Act of 15 January 2015 on Bonds (the "Bonds Act") – ustawa o obligacjach. The Participating
Notes are unsecured, subordinated to all other liabilities owed to GTC's creditors, and have a final
effective maturity extending beyond all of GTC's debt (i.e. 2044).
Each year, if the General Meeting adopts a resolution on distribution of profit and payment of
dividend (the "Resolution"), the Participating Notes will entitle the noteholders to participate in the
Company's profit. If the Resolution declares that no dividend is due, no payment will accrue or be
payable for the Participating Notes. If the Resolution declares that a dividend is to be paid, the
amount payable for the Participating Notes will correspond to the dividend amount attributable to
a number of shares calculated as follows: (i) the aggregate nominal value of the Participating
Notes divided by (ii) the average GTC share price on the regulated market as of 17 December
2024. Consequently, each of 418 Notes will entitle its holder to a payment corresponding to the
dividend payable for 107,628 shares in the Company's share capital (in total, corresponding to the
dividend due out of 44,967,504 shares in the Company's share capital).
The Participating Notes do not constitute convertible notes or notes with priority rights under the
Bonds Act or the provisions of the Act of 15 September 2000 – Commercial Companies Code (the
"Commercial Companies Code") - kodeks spó?ek handlowych. However, under the terms and
conditions of the Participating Notes, if GTC Paula S.À R.L. exercises and settles the Call Option
before 15 April 2025, the Company will be entitled to exercise its right to early redemption,
provided that the General Meeting adopts a resolution to increase the Company's share capital
(which would require the exclusion of pre-emptive rights of the Company's shareholders) and/or
any other resolution which may be required to effectuate the exercise of the Company's right to
early redemption ("Share Capital Increase"). If GTC Paula S.À R.L. fails to exercise and settle
the Call Option before 15 April 2025, the right to demand early redemption will pass to the
Noteholder, subject to the relevant Share Capital Increase. In each case, upon early redemption,
the Participating Notes will be redeemed, with the redemption amount set off against the
subscription price of the relevant equity instrument to be subscribed for by the noteholder under
the Share Capital Increase, and, in particular, no additional redemption amount will be due, nor
any cash payable to the noteholders. The total number of new shares that the Noteholders will be
entitled to subscribe for (or exercise the right from subscription warrants entitling them to
subscribe for) will equal the number of GTC shares calculated based on the payments payable in
respect of the Participating Notes as provided above.
C. Debt financing
To provide additional financing for the Transaction, the Company has secured EUR 190 million
loan (the "Loan"), to be granted by certain affiliates of The Baupost Group, L.L.C. and Diameter
Capital Partners LP (the "Lenders") on terms and conditions set forth in the Term Facilities
Agreement (the "Facility Agreement") executed on 20 December 2024.
The Loan is entered by an indirect subsidiary of the Company, GTC Paula S.À R.L. (the
"Borrower"), and is guaranteed in particular by the Company, and entities from GTC Group, on
terms and conditions set forth in the Facility Agreement.
The Facility Agreement requires certain entities being members of GTC Group to establish certain
security interest as well as the subordination of liabilities (governed by local laws) pursuant to
agreements executed in particular with Agent and / or the Security Agent (as defined in the
Facilities Agreement), including, in particular:
(a) a first-priority pledge over the shares in GTC Holding S.À R.L. held by the Company
established on terms and conditions set forth in Pledge Over Shares Agreement governed
by laws of Luxembourg executed by the Company as the pledgor,
(b) first-priority pledge over all claims arising under certain intragroup loan agreements
executed among others between the Company as the lender and other members of the
GTC Group as the lenders and/or the debtors on terms and condition set forth in Master
Pledge over Receivables Agreement governed by laws of Luxembourg executed, among
others, by the Company as the pledgor,
(i) a pledge over the shares in the Borrower,
(ii) a pledge over all accounts of the Borrower and the receivables from its subsidiaries,
(iii) a pledge over financial instruments representing the rights to the Kildare project,
(c) share pledges over wholly-owned direct subsidiaries of the Borrower, newly established
under Luxembourg law, are included, specifically those subsidiaries holding 100%
ownership of the entities owning real estate assets referred to as the "Ericsson HQ" office
building and the "evosoft HQ" office building (both located in Hungary, held by GTC
Univerzum Projekt Kft.), the "Pillar" office building (located in Hungary, held by Kompakt
Land Ingatlanhasznosító Kft.) and the "Ada Mall" shopping mall (located in Serbia, held by
Commercial Development d.o.o. Beograd),
(d) pledges over wholly-owned direct subsidiaries of the Borrower, newly established under the
laws of the Grand Duchy of Luxembourg, holding direct shares in the Portfolio Companies
and the Portfolio Partnerships, and
(e) the subordination of certain intragroup obligations and liabilities relating in particular to
intragroup loans to the senior liabilities of the respective GTC Group members under the
Facility Agreement and other Finance Documents (as defined in the Facility Agreement) on
terms and conditions set forth in the Subordination Agreement relating to a EUR
190,000,000 Facilities Agreement, governed by English law executed among others by the
Company as Original Obligor and Original Subordinated Creditor .
The claims of the Finance Parties (as defined in the Facility Agreement) under the Facility
Agreement and other Finance Documents (as defined in the Facility Agreement) will be ranked at
least pari passu with all other current and future unsecured and unsubordinated obligations of the
Borrower.
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/ Zsolt Farkas
President of the Management Board Management Board Member
Warsaw, Poland
Sponsor: Investec Bank Limited
Date: 02-01-2025 09:57:00
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