GIGROUP: strona spółki
1.06.2021, 19:46
WSE Conclusion by the Issuer of an agreement on the purchase of the company Gi Group sp. z o.o. with registered office in Katowice
The Management Board of Work Service S.A. ("Issuer" or "Company"), with reference to current reports No. 25/2021 and No. 26/2021, informs that on June 1, 2021 the Issuer as the purchaser ("Purchaser") concluded with GI International SRL with registered office in Milan (wholly owned by Gi Group SpA with registered office in Milan) ("Seller 1") and Mr. Stefano Colli-Lanzi ("Seller 2") as Sellers (jointly as the "Sellers") Share Purchase Agreement, on the basis of which the Purchaser acquired 100% of shares in the share capital of Gi Group sp. z o.o. with registered office in Katowice, (address: ul. Sobiewskiego 11, 40-082 Katowice), entered into the register of entrepreneurs of the National Court Register kept by the District Court Katowice - Wschód in Katowice, VIII Department of the National Court Register under the number KRS 0000152084 ("Gi Group sp. z o.o. "), ("Agreement"," Transaction ") i.e .:
1) 32,953 shares in the share capital of Gi Group sp. z o.o. , representing 99.9% of the share capital of Gi Group sp. z o.o. - from Seller 1; 2) 1 share in the share capital of Gi Group sp. z o.o. 0.10% of the share capital of Gi Group sp. z o.o. - from the Seller 2. As a result of the conclusion of the Agreement, from June 1, 2021, the Issuer holds in the share capital of Gi Group sp. z o.o. in total 32,954 (say: thirty two thousand nine hundred and fifty four) shares, with a nominal value of PLN 500 (say: five hundred zlotys) each, with a total nominal value of PLN 16,477,000.00 (say: sixteen million four hundred seventy seven thousand zlotys), representing 100% of the share capital of Gi Group sp. z o.o. and entitling to 100% of votes at the shareholders' meeting of Gi Group sp. z o.o. The total purchase price of all shares in Gi Group sp. z o.o. amounts to PLN 23,700,000.00 ("Purchase Price"). Pursuant to the Agreement, payment of the Purchase Price is to be made, depending on the Issuer's choice: a) in cash; or b) by covering the Purchase Price due to the Seller 1 and / or the Purchase Price due to the Seller 2 by issuing new shares of Work Service S.A. to Seller 1 and Seller 2, respectively, and provided that the General Meeting of Work Service S.A. approves the issue of new shares of Work Service S.A. ("Conversion of the Purchase Price into Shares"); or c) conversion of the Purchase Price into a long-term loan or bonds, the repayment of which will take place within 3 years from the date of signing the Loan Agreement, the terms of which will be agreed by the parties in a separate document no later than the end of August 2021 (the "Loan"), with the terms of the Loan repayment will not differ from the market standards; or d) jointly in the manner set out in point a) and / or b) and / or c) above, whereby part or all of the Purchase Price will be paid in the manner set out in point a) and / or b) and / or c) above. On June 1, 2021, the Issuer informed the Sellers about the method of payment of the Purchase Price by Conversion the Purchase Price into Shares. The possibility of settling the Purchase Price by Conversion the Purchase Price into Shares is part of the process about which the Issuer informed in the current report no. 20/2021 "Commencement of negotiations aimed at restructuring the Issuer's financial debt towards GI International S.R.L." Pursuant to the Agreement, if the Purchaser chooses the option of Converting the Purchase Price into Shares, the Issuer will apply to the General Meeting of Work Service S.A. for the shareholders to adopt a resolution to increase the share capital of Work Service S.A. in order to convert the newly issued shares into the Purchase Price by the end of August 2021 at the latest. If the General Meeting is not held by the last day of August 2021 at which the resolution on increasing the share capital referred to in the previous sentence is adopted, the Purchaser will inform the Sellers on making a new selection of the method of settlement from among the options indicated in a), c) or d) above, and then: a) if the selected settlement method is the Loan, the parties will agree on the terms of the Loan in a separate Loan agreement by the end of August 2021; b) if the cash payment method is selected, the Purchaser shall settle the Purchase Price by September 13, 2021. The terms and conditions of the Transaction specified in the Agreement do not differ from the terms and conditions applied in the market for this type of agreement. The Agreement has not been concluded subject to a condition or time limit. The Issuer informs that the implementation of the Transaction is the realization of the Company's strategy assuming focusing more on the development of operations in Poland. The implementation of the Transaction is also the result of the conclusion of an operational cooperation agreement within the Gi Group, about which the Issuer informed in the current report 91/2020. The effect of the Transaction predicted by the Issuer is the achievement of mutual synergies, economies of scale and reduction of operating costs of the Issuer's capital group and GI Group SpA, which is indirectly the dominant entity of the Issuer. 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
1) 32,953 shares in the share capital of Gi Group sp. z o.o. , representing 99.9% of the share capital of Gi Group sp. z o.o. - from Seller 1; 2) 1 share in the share capital of Gi Group sp. z o.o. 0.10% of the share capital of Gi Group sp. z o.o. - from the Seller 2. As a result of the conclusion of the Agreement, from June 1, 2021, the Issuer holds in the share capital of Gi Group sp. z o.o. in total 32,954 (say: thirty two thousand nine hundred and fifty four) shares, with a nominal value of PLN 500 (say: five hundred zlotys) each, with a total nominal value of PLN 16,477,000.00 (say: sixteen million four hundred seventy seven thousand zlotys), representing 100% of the share capital of Gi Group sp. z o.o. and entitling to 100% of votes at the shareholders' meeting of Gi Group sp. z o.o. The total purchase price of all shares in Gi Group sp. z o.o. amounts to PLN 23,700,000.00 ("Purchase Price"). Pursuant to the Agreement, payment of the Purchase Price is to be made, depending on the Issuer's choice: a) in cash; or b) by covering the Purchase Price due to the Seller 1 and / or the Purchase Price due to the Seller 2 by issuing new shares of Work Service S.A. to Seller 1 and Seller 2, respectively, and provided that the General Meeting of Work Service S.A. approves the issue of new shares of Work Service S.A. ("Conversion of the Purchase Price into Shares"); or c) conversion of the Purchase Price into a long-term loan or bonds, the repayment of which will take place within 3 years from the date of signing the Loan Agreement, the terms of which will be agreed by the parties in a separate document no later than the end of August 2021 (the "Loan"), with the terms of the Loan repayment will not differ from the market standards; or d) jointly in the manner set out in point a) and / or b) and / or c) above, whereby part or all of the Purchase Price will be paid in the manner set out in point a) and / or b) and / or c) above. On June 1, 2021, the Issuer informed the Sellers about the method of payment of the Purchase Price by Conversion the Purchase Price into Shares. The possibility of settling the Purchase Price by Conversion the Purchase Price into Shares is part of the process about which the Issuer informed in the current report no. 20/2021 "Commencement of negotiations aimed at restructuring the Issuer's financial debt towards GI International S.R.L." Pursuant to the Agreement, if the Purchaser chooses the option of Converting the Purchase Price into Shares, the Issuer will apply to the General Meeting of Work Service S.A. for the shareholders to adopt a resolution to increase the share capital of Work Service S.A. in order to convert the newly issued shares into the Purchase Price by the end of August 2021 at the latest. If the General Meeting is not held by the last day of August 2021 at which the resolution on increasing the share capital referred to in the previous sentence is adopted, the Purchaser will inform the Sellers on making a new selection of the method of settlement from among the options indicated in a), c) or d) above, and then: a) if the selected settlement method is the Loan, the parties will agree on the terms of the Loan in a separate Loan agreement by the end of August 2021; b) if the cash payment method is selected, the Purchaser shall settle the Purchase Price by September 13, 2021. The terms and conditions of the Transaction specified in the Agreement do not differ from the terms and conditions applied in the market for this type of agreement. The Agreement has not been concluded subject to a condition or time limit. The Issuer informs that the implementation of the Transaction is the realization of the Company's strategy assuming focusing more on the development of operations in Poland. The implementation of the Transaction is also the result of the conclusion of an operational cooperation agreement within the Gi Group, about which the Issuer informed in the current report 91/2020. The effect of the Transaction predicted by the Issuer is the achievement of mutual synergies, economies of scale and reduction of operating costs of the Issuer's capital group and GI Group SpA, which is indirectly the dominant entity of the Issuer. 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