GWI Globalworth Real Estate Investments Limited

FOR IMMEDIATE RELEASE

11 July 2024

NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. IN PARTICULAR, THIS ANNOUNCEMENT AND THE TENDER OFFER MEMORANDUM MENTIONED BELOW SHALL NOT BE DISTRIBUTED, TRANSMITTED OR FORWARDED, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEPHONE, EMAIL AND OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES.

This announcement shall not constitute, or be deemed to form part of, any invitation to sell, or any solicitation of an offer to buy, the securities referred to herein in the United States or any other jurisdiction, nor shall it (or any part of this announcement) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this information is considered to be in the public domain.

Manufacturer target market (MIFID II and UK MiFIR product governance) will be eligible counterparties and professional clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the United Kingdom.

Globalworth Real Estate Investments Limited

("Globalworth" or the "Company")

Launch of Cash Tender Offers for Notes due 2029 and Notes due 2030 and Trading Update

Highlights

Globalworth (AIM: GWI), a leading real estate investor in Central and Eastern Europe, proposes to purchase an aggregate Maximum Acceptance Amount (as defined in the tender offer memorandum dated 11 July 2024) of up to €60,000,000 (or such greater or lesser amount as it may determine in its sole and absolute discretion) of its €307,109,200 6.25% Notes due 2029 and €333,350,400 6.25% Notes due 2030 pursuant to an unmodified Dutch auction procedure.  In addition, subject to outstanding conditions precedent, Globalworth expects to dispose of its interest in logistics assets owned via joint ventures for a consideration of €56.0 million.

Tender Offers for Notes

The Company announces a tender offer addressed to the holders of its  €307,109,200 6.25% Notes due 2029 and €333,350,400 6.25% Notes due 2030 (the "Tender Offers").

Under the Tender Offers, the holders of the 6.25% notes due 31 March 2029 (ISIN: XS2809858561) (the "2029 Notes") and the holders of the 6.25% notes due 31 March 2030 (ISIN: XS2809868446) (the "2030 Notes" and, together with the 2029 Notes, the "Notes"; each of the 2029 Notes and the 2030 Notes a "Series") are invited to tender their Notes for purchase by the Company for cash. In respect of any Notes of a Series validly tendered by a holder and which will be purchased by the Company pursuant to the relevant offer, the Company will pay a cash purchase price equal to the particular purchase price specified (or deemed to be specified) by the relevant holder in the relevant tender instruction, subject to a minimum purchase price of 96.25% of the principal amount for the 2029 Notes and 94.00% of the principal amount for the 2030 Notes. The Company proposes to accept up to €60,000,000 of Notes (the "Maximum Acceptance Amount"). The Company reserves the right, in its sole and absolute discretion, to (i) increase the Maximum Acceptance Amount or (ii) purchase Notes in an aggregate amount which is less than the Maximum Acceptance Amount.

The Tender Offers are being made on the terms, and subject to the conditions, contained in the tender offer memorandum dated 11 July 2024 prepared by the Company in connection with the Tender Offers, which will be made available to holders of the Notes, subject to the offer and distribution restrictions. The Tender Offers will expire at 5:00pm Central European Summer time on 17 July 2024. Holders of Notes should refer to the tender offer memorandum for full details of the Tender Offers.

Rationale for the Tender Offers

The purpose of the Tender Offers is, amongst other things, to manage the Company's leverage, aim to maintain an optimal capital structure, and to reduce interest costs using available liquidity. Furthermore, the Tender Offers will provide a degree of liquidity to those holders whose Notes are accepted in the Tender Offers. 

Merrill Lynch International and Raiffeisen Bank International AG have been appointed by the Company to act as Dealer Managers and Kroll Issuer Services Limited as the Tender Agent in connection with the Tender Offers.

Trading Update

In line with the Company's focus on deleveraging and enhancing liquidity, Globalworth expects to dispose of its 50% interests in logistics assets in Romania owned via a joint venture (the "JV Portfolio") for a total net consideration to the Company of €56.0 million.  The JV Portfolio is not consolidated in the Company's financial statements. The agreement related to the disposal of the JV Portfolio is subject to customary conditions precedent as well as the receipt of certain third party consents, which are outside of the Company's control.  The disposal is expected to complete by no later than 18 July 2024, however there can be no assurances that the Company will be able to obtain such consents and complete the disposal. 

For further information visit www.globalworth.com or contact:

About Globalworth / Note to Editors:

Globalworth is a listed real estate company active in Central and Eastern Europe, quoted on the AIM-segment of the London Stock Exchange. It has become the pre-eminent office investor in the CEE real estate market through its market-leading positions both in Poland and Romania. Globalworth acquires, develops and directly manages high-quality office and industrial real estate assets in prime locations, generating rental income from high quality tenants from around the globe. Managed by over 269 professionals across Cyprus, Guernsey, Poland and Romania the combined value of its portfolio is €3.0 billion, as at 31 December 2023. Approximately 96.8% of the portfolio is in income-producing assets, predominately in the office sector, and leased to a diversified array of over 715 national and multinational corporates. In Poland Globalworth is present in Warsaw, Wroclaw, Lodz, Krakow, Gdansk and Katowice, while in Romania it has assets in Bucharest and seven other cities.

For more information, please visit www.globalworth.com and follow us on Facebook, Instagram and LinkedIn.

IMPORTANT NOTICE:

This announcement does not constitute, or form part of, any invitation to sell, or any solicitation of an offer to buy, any securities in the United States or any other jurisdiction, nor shall it (or any part of this announcement) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment. Recipients of this announcement who intend to sell any securities are reminded that any such sale must be made solely on the basis of the tender offer memorandum dated 11 July 2024 prepared by the Company in connection with the Tender Offers, subject to the relevant offer and distribution restrictions. In certain jurisdictions, the transactions described above and the distribution of this announcement and other information in connection with the transactions described above may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.