GIGROUP: strona spółki
25.02.2021, 14:51
WSE Conclusion of an agreement on the sale of the Issuer's subsidiaries, i.e. Work Service Czech s.r.o. and Work Service Slovakia s.r.o. to GI International SRL and agreeing the repayment terms and settling part of the loan amount received under the Financing Agreement.
The Management Board of Work Service S.A. ("Issuer" or "Company"), with reference to current reports No. 9/2021 and No. 10/2021, informs that on February 24, 2021 the Issuer and two of the Issuer's subsidiaries, i.e. Industry Personnel Services sp. z o.o. and Work Service International sp. z o.o., as the seller ("Sellers"), concluded with GI International SRL, based in Milan (wholly owned by Gi Group SpA based in Milan), as the purchaser ("Purchaser"): (i) framework acquisition agreement specifying the terms of the sale transaction to the Purchaser of all shares in the Issuer's subsidiaries held by the Sellers, i.e. Work Service Czech s.r.o. and Work Service Slovakia s.r.o. ("Agreement", "Transactions"), and - in the performance of the Agreement - (ii) two agreements for the sale of these shares (in accordance with their templates constituting appendices to the Agreement).
The total selling price of all shares in the Issuer's subsidiaries is PLN 29,200,000.00 ("Sale Price"), including: 1) for shares in Work Service Czech s.r.o. - PLN 20,300,000.000 2) for shares in Work Service Slovakia s.r.o. - PLN 8,900,000.000 The parties to the Agreement agreed that the Sale Price will be settled in two instalments as follows: 1) The amount of PLN 19,200,000.00 due from the Purchaser will be deducted on March 1, 2021 from the Part of the Loan Amount, about which the Issuer informed in the current report No. 110/2020, which was granted by the Purchaser to the Issuer under the Financing Agreement ( described in the current report No. 54/2020). As a result of the set-off, the due Part of the Loan Amount will be reduced to PLN 10,800,000.00. ( the "Remaining Part of the Loan Amount"). 2) the amount of PLN 10,000,000.00 due from the Purchaser shall be paid in cash by April 30, 2021. Pursuant to the Agreement, the parties may change the method of payment of the Sale Price by using one of the following payment options: (i) in full in cash, or (ii) in full by setting off the Issuer's receivables against the Purchaser, or (iii) by settling part of the amount in cash and amounts by deduction. In the event of any breach by any of the Sellers of the obligations resulting from the prohibition specified in the Agreement to conduct activities competitive to the Issuer's subsidiaries sold, the given Seller will be obliged to pay the Purchaser a contractual penalty in the amount of EUR 25,000 for each infringement; payment of the contractual penalty does not exclude the possibility for the Purchaser to seek compensation for the damage beyond the amount of this penalty. The other conditions, specified in the Agreement, on which the Transactions are to be made, do not differ from the conditions applied for this type of agreements on the market. The Agreement has not been concluded subject to a condition or time limit. The Issuer informs that the completion of the Transaction results from the adopted strategy of the Company, assuming to focus more on the development of operations in Poland and on obtaining additional funds for the reduction of liabilities. The Issuer's Management Board considered the sale of companies in the Czech Republic and Slovakia at the stage of selecting strategic options at the beginning of 2019, which resulted from the lack of sufficient synergies with foreign companies operating independently. In addition, the completion of the Transaction is the result of concluding an operational cooperation agreement within the Gi Group, about which the Issuer informed in the current report No.91/2020. With reference to the current report No. 110/2020, in which the Issuer informed about the lack of repayment on time of Part of the Loan Amount received under the Financing Agreement, the Issuer informs that GI International SRL and the Issuer have agreed the repayment date of the Remaining Part of the Loan Amount until July 31, 2021. As a result of the performed analysis, the Issuer considered that it is justified to qualify the information indicated above as confidential information within the meaning of Article 17 section 1 MAR, subject to publication in the form of this report. Legal basis: Article 17 section 1 MAR (EU Regulations of the European Parliament and of the Council no. 596/2014 of 16 April 2014 on market abuse (regulation on market abuse ) 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 Nicola Dell’Edera – Vice President of the Management Board
The total selling price of all shares in the Issuer's subsidiaries is PLN 29,200,000.00 ("Sale Price"), including: 1) for shares in Work Service Czech s.r.o. - PLN 20,300,000.000 2) for shares in Work Service Slovakia s.r.o. - PLN 8,900,000.000 The parties to the Agreement agreed that the Sale Price will be settled in two instalments as follows: 1) The amount of PLN 19,200,000.00 due from the Purchaser will be deducted on March 1, 2021 from the Part of the Loan Amount, about which the Issuer informed in the current report No. 110/2020, which was granted by the Purchaser to the Issuer under the Financing Agreement ( described in the current report No. 54/2020). As a result of the set-off, the due Part of the Loan Amount will be reduced to PLN 10,800,000.00. ( the "Remaining Part of the Loan Amount"). 2) the amount of PLN 10,000,000.00 due from the Purchaser shall be paid in cash by April 30, 2021. Pursuant to the Agreement, the parties may change the method of payment of the Sale Price by using one of the following payment options: (i) in full in cash, or (ii) in full by setting off the Issuer's receivables against the Purchaser, or (iii) by settling part of the amount in cash and amounts by deduction. In the event of any breach by any of the Sellers of the obligations resulting from the prohibition specified in the Agreement to conduct activities competitive to the Issuer's subsidiaries sold, the given Seller will be obliged to pay the Purchaser a contractual penalty in the amount of EUR 25,000 for each infringement; payment of the contractual penalty does not exclude the possibility for the Purchaser to seek compensation for the damage beyond the amount of this penalty. The other conditions, specified in the Agreement, on which the Transactions are to be made, do not differ from the conditions applied for this type of agreements on the market. The Agreement has not been concluded subject to a condition or time limit. The Issuer informs that the completion of the Transaction results from the adopted strategy of the Company, assuming to focus more on the development of operations in Poland and on obtaining additional funds for the reduction of liabilities. The Issuer's Management Board considered the sale of companies in the Czech Republic and Slovakia at the stage of selecting strategic options at the beginning of 2019, which resulted from the lack of sufficient synergies with foreign companies operating independently. In addition, the completion of the Transaction is the result of concluding an operational cooperation agreement within the Gi Group, about which the Issuer informed in the current report No.91/2020. With reference to the current report No. 110/2020, in which the Issuer informed about the lack of repayment on time of Part of the Loan Amount received under the Financing Agreement, the Issuer informs that GI International SRL and the Issuer have agreed the repayment date of the Remaining Part of the Loan Amount until July 31, 2021. As a result of the performed analysis, the Issuer considered that it is justified to qualify the information indicated above as confidential information within the meaning of Article 17 section 1 MAR, subject to publication in the form of this report. Legal basis: Article 17 section 1 MAR (EU Regulations of the European Parliament and of the Council no. 596/2014 of 16 April 2014 on market abuse (regulation on market abuse ) 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 Nicola Dell’Edera – Vice President of the Management Board