GIGROUP: strona spółki
13.02.2020, 9:14
WSE Conclusion of the investment agreement between the Company and Gi INTERNATIONAL S.R.L., a wholly-owned subsidiary of Gi Group SpA.
The Management Board of Work Service S.A. (the „Issuer” or the „Company”), in connection with current report no 11/2020 informs that on 13th February 2020 the Issuer and the company operating under the business name of Gi INTERNATIONAL S.R.L., a wholly-owned subsidiary of Gi Group SpA (the „Investor”) made an investment agreement specifying terms and conditions and the principles of providing the Company with financing by the Investor for the purpose of restructuring the Company’s debt and financing current activity of the capital group of the Company (the „Agreement” or the „Investment”).
The Investment assumes provision of financial contribution by the Investor to the Company for a total amount of up to PLN 210,200,000.00 (“Financing”) and will consist in: (a) granting by Investor, or entities pointed out by the Investor (“Financing Entities”), a separate bridge loan to the Company or its related entities in the total amount of PLN 20,000,000.00 for the purpose of financing current activity of companies from the Company’s capital group („Bridge Loan”). The parties will determine the terms of securing the repayment of the Bridge Loan under a separate agreement, however these terms will not differ from the standards used in this type of agreements. (b) financing the Company by the Investor or Financing Entities in the amount of PLN 108,700,000.00 for the purpose of repayment of the Company’s obligations and transaction costs and financing of the Company’s current activity; (c) payment of the remaining amount of Financing, i.e. PLN 81.500.000,00 in the manner specified in the agreements on reduction of bank and bond debt. The part of the Investment referred to in points (b) and (c) above, shall be completed after fulfilling the following conditions precedent („Conditions Precedent”): (i) The Investor shall obtain approval of competent antimonopoly authorities to take control over the Company and its subsidiaries; (ii) The Company shall stipulate with banks the agreement on restructuring the Company’s existing debt towards banks on the terms and conditions acceptable for the Investor, providing for a reduction of bank’s claims towards the Issuer in an average amount of 44,1% of the current debt, with the reduction value that may be different for individual banks; (iii) The final date to effect closing within the meaning of the Call Option and Cooperation Agreement made between the Company, Profólió Projekt Tanácsadó KFT and Human Investors KFT on 3 July 2019 and the term of the Call Option Agreement shall not be extended; (iv) The Company shall conclude an agreement with bondholders on restructuring the Company’s existing debt towards bondholders on account of issue of W, X and Z-series bonds on the terms and conditions acceptable for the Investor, providing for reduction of the Company’s credit debt towards bondholders up to 70% of the existing debt, while such debt shall be repaid on a one-off basis by the Company, with the exception of debt resulting from issue of series SHB bonds; (v) The Investor or entity pointed out by the Investor was granted the right to purchase from shareholders at least 55,98% of the Company’s shares for the maximum price of PLN 0,30 for each share; (vi) The Investor shall conduct due diligence of the Company’s capital group with a result satisfying for the Investor; (vii) The Company’s Supervisory Board shall give consent to effect the Investment; and (viii) The parties to the Agreement shall negotiate and conclude the Financing Agreement. If all Conditions Precedent have not been met until 30th June 2020, each party to the Agreement shall be authorised to withdraw from the Agreement on the terms and conditions specified therein. Moreover, the parties to the Agreement shall take measures in order to increase the Company’s share capital by issue new shares of the Company within 12 months from the signing of the Agreement which new shares shall be offered to the Investor at the issue price of PLN 0.39 per share. As a result of an analysis, the Issuer deems it justifiable to qualify the aforementioned information confidential within the meaning of art. 17 par. 1 of MAR, to be published in form of this report.
The Investment assumes provision of financial contribution by the Investor to the Company for a total amount of up to PLN 210,200,000.00 (“Financing”) and will consist in: (a) granting by Investor, or entities pointed out by the Investor (“Financing Entities”), a separate bridge loan to the Company or its related entities in the total amount of PLN 20,000,000.00 for the purpose of financing current activity of companies from the Company’s capital group („Bridge Loan”). The parties will determine the terms of securing the repayment of the Bridge Loan under a separate agreement, however these terms will not differ from the standards used in this type of agreements. (b) financing the Company by the Investor or Financing Entities in the amount of PLN 108,700,000.00 for the purpose of repayment of the Company’s obligations and transaction costs and financing of the Company’s current activity; (c) payment of the remaining amount of Financing, i.e. PLN 81.500.000,00 in the manner specified in the agreements on reduction of bank and bond debt. The part of the Investment referred to in points (b) and (c) above, shall be completed after fulfilling the following conditions precedent („Conditions Precedent”): (i) The Investor shall obtain approval of competent antimonopoly authorities to take control over the Company and its subsidiaries; (ii) The Company shall stipulate with banks the agreement on restructuring the Company’s existing debt towards banks on the terms and conditions acceptable for the Investor, providing for a reduction of bank’s claims towards the Issuer in an average amount of 44,1% of the current debt, with the reduction value that may be different for individual banks; (iii) The final date to effect closing within the meaning of the Call Option and Cooperation Agreement made between the Company, Profólió Projekt Tanácsadó KFT and Human Investors KFT on 3 July 2019 and the term of the Call Option Agreement shall not be extended; (iv) The Company shall conclude an agreement with bondholders on restructuring the Company’s existing debt towards bondholders on account of issue of W, X and Z-series bonds on the terms and conditions acceptable for the Investor, providing for reduction of the Company’s credit debt towards bondholders up to 70% of the existing debt, while such debt shall be repaid on a one-off basis by the Company, with the exception of debt resulting from issue of series SHB bonds; (v) The Investor or entity pointed out by the Investor was granted the right to purchase from shareholders at least 55,98% of the Company’s shares for the maximum price of PLN 0,30 for each share; (vi) The Investor shall conduct due diligence of the Company’s capital group with a result satisfying for the Investor; (vii) The Company’s Supervisory Board shall give consent to effect the Investment; and (viii) The parties to the Agreement shall negotiate and conclude the Financing Agreement. If all Conditions Precedent have not been met until 30th June 2020, each party to the Agreement shall be authorised to withdraw from the Agreement on the terms and conditions specified therein. Moreover, the parties to the Agreement shall take measures in order to increase the Company’s share capital by issue new shares of the Company within 12 months from the signing of the Agreement which new shares shall be offered to the Investor at the issue price of PLN 0.39 per share. As a result of an analysis, the Issuer deems it justifiable to qualify the aforementioned information confidential within the meaning of art. 17 par. 1 of MAR, to be published in form of this report.