GIGROUP: strona spółki
20.12.2019, 20:12
WSE Conclusion of a draft conditional share purchase agreement in Antal sp. z o.o. and the trademark Antal
The Management Board of Work Service S.A. ("Issuer"), informs that on 19th December 2019 the Issuer, as a seller ("Seller"), concluded with Książek Holding spółka z ograniczoną odpowiedzialnością, based in Warsaw at ul. Prosta 32, entered into the National Court Register kept by the District Court for the Capital City of Warsaw, XII Commercial Department of the National Court Register under KRS number 0000510073, NIP 5272715282; with a share capital of PLN 1 500 000.00, as the buyer ("Buyer"), a preliminary conditional agreement on the sale of shares in Antal sp. z o.o. with its registered office in Wrocław ("Company"), which is a subsidiary of the Issuer ("Agreement") ("Transaction"). The agreement was then amended on 20 December 2019 by an annex including regarding the closing date of the Transaction and conclusion of the final Share Purchase Agreement.
The total value of the Transaction will amount to approximately PLN 11,640,000 and consists of the sale of the Shares, the sale of the trademark and the repayment of intra-group liabilities. On the basis of the Agreement, the Issuer has undertaken to sell all of its 27,917 shares in the Company with a nominal value of PLN 500.00, constituting, as of the date of the Agreement, 100% of the Company's share capital and entitling to 100% of votes at the Company's meeting of shareholders ("Shares"). The sales price of the Issuer's shares has been set at 5,300,000.00 PLN. The Agreement has been concluded with the reservation of fulfilling (or waiving, if applicable) certain conditions, reserved for the Buyer, suspending the closing of Transactions. Provided that these conditions are met (or waived), the conclusion of the promised share sale agreement in performance of the Agreement and the closing of the Transaction should take place by 23 December 2019. The Agreement provides a right of withdrawal of the Buyer, under the conditions specified therein. The Seller's total liability for individual violations of the obligations arising from the Agreement is, depending on the event, from 40% of the sale price of the Shares, 100% of the sale price of the Shares to unlimited liability. In addition, due to violation of specific obligations of the Seller specified in the Agreement, an obligation to pay each time to the Buyer a contractual penalty up to the total value of the Transaction was provided for. In addition, the Buyer may demand the payment of compensation higher than the amount of the contractual penalty. Other terms of the Agreement do not deviate from the conditions used in such agreements. At the same time, in the framework of the Transaction and in the fulfilment of one of the conditions precedent of the Agreement, on 19 December 2019, the Seller concluded with the Buyer an agreement on sale of a trademark belonging to the Seller and concerning the Company: Antal the value of specialized talents. The sale price of this trademark is 5,100,000 PLN net (6,273,000 PLN gross). Due to the violation of specific liabilities of the Seller specified in the agreement on the sale of the trademark, the obligation to pay to the Buyer contractual penalties up to the total value of the Transaction was provided for. Other terms of the Agreement do not deviate from the conditions used in such agreements. Additionally, after closing the Transaction, the Company will immediately repay to the Issuer the unpaid amounts resulting from intergroup liabilities in the amount of approximately PLN 1,240,000. The sale of Shares planned within the Transaction is one of the elements within the Issuer's capital group of restructuring activities and is a consequence of the review of strategic options carried out by the Management Board, within the framework of which a divestment strategy was adopted in relation to some of the companies from the group (about which the Issuer informed in the current report no 66/2019). The Transaction is made with the approval of the banks financing the Issuer and the whole assets from the Transaction are destined for payment of other (than bank) liabilities and improvement of the working capital. As a result of the analysis carried out, the Issuer assumed that qualification of the above-mentioned information as confidential within understanding of Art. 17 sec. 1 MAR, subject to publication in the form of this report, is justified. Legal basis: Art. 17(1) of Regulation no. 596/2014 of the European Parliament and of the Council of 16 April 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. Signatures: Iwona Szmitkowska – President of the Management Board Jarosław Dymitruk - Vice-President of the Management Board
The total value of the Transaction will amount to approximately PLN 11,640,000 and consists of the sale of the Shares, the sale of the trademark and the repayment of intra-group liabilities. On the basis of the Agreement, the Issuer has undertaken to sell all of its 27,917 shares in the Company with a nominal value of PLN 500.00, constituting, as of the date of the Agreement, 100% of the Company's share capital and entitling to 100% of votes at the Company's meeting of shareholders ("Shares"). The sales price of the Issuer's shares has been set at 5,300,000.00 PLN. The Agreement has been concluded with the reservation of fulfilling (or waiving, if applicable) certain conditions, reserved for the Buyer, suspending the closing of Transactions. Provided that these conditions are met (or waived), the conclusion of the promised share sale agreement in performance of the Agreement and the closing of the Transaction should take place by 23 December 2019. The Agreement provides a right of withdrawal of the Buyer, under the conditions specified therein. The Seller's total liability for individual violations of the obligations arising from the Agreement is, depending on the event, from 40% of the sale price of the Shares, 100% of the sale price of the Shares to unlimited liability. In addition, due to violation of specific obligations of the Seller specified in the Agreement, an obligation to pay each time to the Buyer a contractual penalty up to the total value of the Transaction was provided for. In addition, the Buyer may demand the payment of compensation higher than the amount of the contractual penalty. Other terms of the Agreement do not deviate from the conditions used in such agreements. At the same time, in the framework of the Transaction and in the fulfilment of one of the conditions precedent of the Agreement, on 19 December 2019, the Seller concluded with the Buyer an agreement on sale of a trademark belonging to the Seller and concerning the Company: Antal the value of specialized talents. The sale price of this trademark is 5,100,000 PLN net (6,273,000 PLN gross). Due to the violation of specific liabilities of the Seller specified in the agreement on the sale of the trademark, the obligation to pay to the Buyer contractual penalties up to the total value of the Transaction was provided for. Other terms of the Agreement do not deviate from the conditions used in such agreements. Additionally, after closing the Transaction, the Company will immediately repay to the Issuer the unpaid amounts resulting from intergroup liabilities in the amount of approximately PLN 1,240,000. The sale of Shares planned within the Transaction is one of the elements within the Issuer's capital group of restructuring activities and is a consequence of the review of strategic options carried out by the Management Board, within the framework of which a divestment strategy was adopted in relation to some of the companies from the group (about which the Issuer informed in the current report no 66/2019). The Transaction is made with the approval of the banks financing the Issuer and the whole assets from the Transaction are destined for payment of other (than bank) liabilities and improvement of the working capital. As a result of the analysis carried out, the Issuer assumed that qualification of the above-mentioned information as confidential within understanding of Art. 17 sec. 1 MAR, subject to publication in the form of this report, is justified. Legal basis: Art. 17(1) of Regulation no. 596/2014 of the European Parliament and of the Council of 16 April 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. Signatures: Iwona Szmitkowska – President of the Management Board Jarosław Dymitruk - Vice-President of the Management Board