GIGROUP: strona spółki
7.04.2020, 0:36
WSE Termination of the call option and fulfillment of the condition precedent under the Investment Agreement
The Management Board of Work Service S.A. ("Issuer" or "Company"), informs that 6 April 2020, the Issuer has terminated the call option with respect to all shares of Prohumán 2004 Kft. ("Prohumán"), owned by the Issuer, representing 80.22% of the share capital of Prohumán ("Call Option").
The Call Option was granted by the Issuer to Human Investors Kft. ("HI") or another entity designated by Human Investors Kft. pursuant to a call option and co-operation agreement ("Agreement") concluded between the Company, HI, Profólió Projekt Tanácsadó Kft. ("Profólió") and Prohumán on 3 July 2019. The Issuer informed about the conclusion of the Agreement and the establishment of the Call Option in current report No. 56/2019. According to the Agreement, the process of sale of Prohumán by HI under the Call Option was to be completed by 31 March 2020, with a possibility of extension of this deadline, under the terms of the Agreement. Since the conditions for such extension have not materialised, the Issuer had the right to terminate the Call Option until 30 April 2020 which right was therefore exercised by the Issuer. For the event of termination of the Call Option the Parties have also agreed in the Agreement the terms and conditions for a sale process of Prohumán to be managed by the Issuer. Therefore, as of today, the Issuer is entitled to exclusively manage the sale of 100% of the quotas of Prohumán held by the Company and Profólió with the purchase price of the Profólió quota set in the Agreement. The lack of extension of the Call Option period was one of the conditions precedent of the investment agreement concluded on 13 February 2020 between the Issuer and Gi International S.r.l., fully owned by Gi Group S.p.A. In connection with the above, the 3rd (third) Condition Precedent indicated in current report no. 12/2020 was fulfilled. 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: Article 17(1) MAR _Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (Regulation on market abuse) and repealing the 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 Call Option was granted by the Issuer to Human Investors Kft. ("HI") or another entity designated by Human Investors Kft. pursuant to a call option and co-operation agreement ("Agreement") concluded between the Company, HI, Profólió Projekt Tanácsadó Kft. ("Profólió") and Prohumán on 3 July 2019. The Issuer informed about the conclusion of the Agreement and the establishment of the Call Option in current report No. 56/2019. According to the Agreement, the process of sale of Prohumán by HI under the Call Option was to be completed by 31 March 2020, with a possibility of extension of this deadline, under the terms of the Agreement. Since the conditions for such extension have not materialised, the Issuer had the right to terminate the Call Option until 30 April 2020 which right was therefore exercised by the Issuer. For the event of termination of the Call Option the Parties have also agreed in the Agreement the terms and conditions for a sale process of Prohumán to be managed by the Issuer. Therefore, as of today, the Issuer is entitled to exclusively manage the sale of 100% of the quotas of Prohumán held by the Company and Profólió with the purchase price of the Profólió quota set in the Agreement. The lack of extension of the Call Option period was one of the conditions precedent of the investment agreement concluded on 13 February 2020 between the Issuer and Gi International S.r.l., fully owned by Gi Group S.p.A. In connection with the above, the 3rd (third) Condition Precedent indicated in current report no. 12/2020 was fulfilled. 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: Article 17(1) MAR _Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 on market abuse (Regulation on market abuse) and repealing the 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