Repurchase Offer by the Company
Global City Holdings N.V. (the "Company”) has issued today a Repurchase Offer relating to 20,769,368 ordinary bearer shares with a nominal value of EUR 0.01 (one euro cent) each in the share capital of the Company (the "Shares"). The Shares are traded on the main market of the Warsaw Stock Exchange (the "WSE"). The purchase price for the Shares subject to the terms and conditions of the Tender Offer is: PLN 47.7 per one Share (the "Share Price"), representing a premium of 13.9% over the closing price of June 8, 2015 of 41.89 PLN. These shares represent all of the outstanding shares of the Company not held by the majority shareholder.
Prior to the launch of the Repurchase Offer the Company had ongoing discussions with an established coalition of six shareholders representing 13,632,588 shares or 26.6% of the outstanding capital of the Company (the "Pension Funds Coalition"). At the conclusion of these discussions, the Pension Funds Coalition declared their intention in writing to tender all the shares they hold in Global City Holdings N.V. to the Company at the Share Price without undue delay, once such tender offer is announced. The specific holdings of each of the members of the Pension Funds Coalition are as follows: Nordea Otwarty Fundusz Emerytalny (holding 2,812,981 shares), Otwarty Fundusz Emerytalny Pzu Zlota Jesien (holding 2,205,695 shares), Aviva Otwarty Fundusz Emerytalny Aviva BZWBK (holding 3,894,108 shares), ING Otwarty Fundusz Emerytalny (holding 4,715,922 shares), ING Dobrowolny Fundusz Emerytalny (holding 2,850 shares), Nordea Dobrowolny Fundusz Emerytalny (holding 1,032 shares).
Immediately following completion of the Repurchase Offer, the Company intends to delist from the Warsaw Stock Exchange. In that regard, the Company already filed an application for delisting with the WSE on 23 March 2015. In order to complete the delisting, the Company will apply to the National Depository for Securities (the "NDS") for deregistration of the shares from the deposit and for the cancellation of the Company’s status as a member of the NDS. Following the delisting of the Company from the WSE, the Company will convert from a Dutch N.V. to a Dutch B.V., the Dutch legal equivalent of a private limited liability company.
"As we had previously announced, in light of the Company’s transaction with Cineworld in early 2014 and the Company’s status as a public ’holding company’, in January this year, the board established a Special Committee to conduct a strategic process to identify, develop, evaluate and consider alternatives for the Company and to make recommendations regarding the future strategy of the Company that would be in the best interests of the Company’s stakeholders as a whole. The Board, after careful consideration, concluded that while the Company intends to remain very active in the Polish markets through its business activities, there was no coherent business rationale for remaining a public holding Company. Therefore, the Board recommended that the shares of the Company be delisted from the WSE as soon as reasonably possible, but accompanied with a public tender offer to protect all shareholders," stated Mark B. Segall, chairman of the Company’s Board of Directors.
"I am happy that following a robust process that included numerous interactions and negotiations with both the majority shareholder and the Pension Funds Coalition, who represent most of the equity of the Company not held by the majority shareholder, we are now ready to commence the tender offer at a price that was accepted by the majority shareholder and the Pension Funds Coalition," Mr. Segall continued. "I would like to thank the representatives of the Pension Funds Coalition and the majority shareholder for their hard work and co-operation in reaching this resolution," Mr. Segall concluded.
The subscription period for the tender offer is scheduled to run from 29 June, 2015 until 22 July, 2015. The financial broker on the transaction is Ipopema Securities SA.