AIM Rule 26

The information on this page is being disclosed for the purposes of AIM Rule 26 and was last updated on February 2nd, 2021.

Admission Document, Constitutional Documents and Circulars

Advisers

Board of directors

Board members’ responsibilities

Country of Incorporation, Registration Number and Main country of operation

The Company was incorporated in Guernsey on 14 February 2013 under the Companies Law with registered number 56250.

Globalworth is not incorporated in the UK and as such the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.

The main country of operation of the Company is Guernsey.

Investing Policy

Corporate Governance Code

Exchanges and Trading Platforms

The €223,100,000 in aggregate amount of 2.875 percent. Notes due 2022 are admitted to the Official List of the Irish Stock Exchange and to trading on its regulated market. The Notes are also admitted to trading on the Bucharest Stock Exchange.

The €550,000,000 in aggregate principal amount of 3.0 percent. Notes due 2025, which have been issued under the Company’s €1.5 billion Euro Medium Term Notes programme, are admitted to the Official List of the Irish Stock Exchange and to trading on its regulated market. The Company has applied for the Notes to be admitted to trading on the regulated market of the Bucharest Stock Exchange.

The €400,000,000 in aggregate principal amount of 2.950 percent. Notes due 2026, which have been issued under the Company’s €1.5 billion Euro Medium Term Notes programme, are admitted to the Official List of the Irish Stock Exchange and to trading on its regulated market.

Shares

The information in this section is correct as at 1 April 2021.

Share capital in issue: 221,118,513 ordinary shares of no par value excluding shares held as treasury shares.

Shares held in treasury: 1,288,574 ordinary shares of no par value.

The following interests of shareholders equal to and in excess of 3% have been notified to the Company:

Name Issued Ordinary Shares Percentage of Issued Ordinary Shares
CPI Property Group 65,250,000 - Issued ordinary shares 29.5% - Percentage of issued ordinary shares
Growthpoint Properties Ltd 65,238,742 - Issued ordinary shares 29.5% - Percentage of issued ordinary shares
Aroundtown 48,629,464 - Issued ordinary shares 22.0% - Percentage of issued ordinary shares
Oak Hill Advisors 11,665,106 - Issued ordinary shares 5.3% - Percentage of issued ordinary shares
European Bank for Reconstruction and Development 11,064,966 - Issued ordinary shares 5.0% - Percentage of issued ordinary shares

In accordance with the AIM Rules for Companies definition, the percentage of the Company’s shares that are ‘not in public hands’ is 81.4%.

Takeover Code

Financial Reports and Presentations

RNS Notifications

Restrictions on Share Capital

Outside the US: shares are freely transferable.

The shares will not be registered under the US Securities Act 1933 (as amended) and as such were only made available in the US by way of a private placement at the time of the IPO to “Qualified Institutional Buyers” (“QIBs”) as defined in Rule 144A under the Securities Act acting for their own account or for the account or benefit of other QIBs and “Accredited Investors” within the meaning of Rule 501(a) of Regulation D under the Securities Act. Accordingly, the shares may not be offered, sold or otherwise transferred within the United States except in a transaction exempt from the registration requirements of the Securities Act. Shares issued to QIBs or Accredited Investors in the private placement must be held in physical certificated form and will be restricted. The restrictions that apply are that those shares issued to US investors will only be transferable outside of the US and subject to the transferee certifying that they are not a US person. Under US securities laws, outside of the US, the shares are available and can be transferred pursuant to Reg S (ie non-US persons so only the restrictions of local jurisdictions, if any).