GIGROUP: strona spółki
13.09.2021, 21:26
WSE Commencement of talks on the modification of the method of payment for the acquisition of shares in Gi Group sp. z o.o.
The Management Board of Work Service S.A. ("Company" or "Issuer"), with reference to the current report No. 29/2021 regarding the conclusion by the Issuer as a purchaser and GI International S.R.L with its registered office in Milan and Mr. Stefano Colli-Lanzi as Sellers (jointly as the "Sellers") of the Share Purchase Agreement, under which the Issuer acquired 100% of shares in the share capital of Gi Group sp. z o.o. ("Gi Group sp. z o.o.", "SPA") informs that in connection with:
(i) the decision of the Issuer to pay the Purchase Price under the SPA by means of the Purchase Price Conversion into Shares - the decision of which was announced by the Issuer in the current report No. 29/2021; and (ii) the fact that the shareholder Investment MIZYAK Corp Sp. z o.o. an action for annulment or revocation of the resolution no. 5 of the Extraordinary General Meeting of Shareholders of the Company of July 22, 2021 on: (i) increasing the share capital of the Company by issuing new series X ordinary bearer shares; (ii) exclusion of the entire pre-emptive right of the existing shareholders to all new series X shares, (iii) applying for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange S.A. new series X shares, and (iv) changes to the Company's Articles of Association ("Resolution No. 5") - about which the Issuer informed in the current report No. 47/2021; and (iii) the motion of a shareholder of the Company - GI International S.R.L. convening an Extraordinary General Meeting, at which voting will be held, inter alia, on adopting a resolution on the repeal of Resolution No. 5 - about which the Issuer informed in the current report No. 48/2021; the Company has started talks with the Seller in order to conclude an annex to the SPA ("Annex"). As part of the Annex, the method of settling the Purchase Price for shares in GI Group sp.z o.o. will be modified, in particular by the possibility of choosing to implement the Purchase Price conversion option to newly issued shares by adopting a resolution on increasing the Company's share capital. The current report containing information on the results of the talks will be made public by the Issuer immediately after their completion. As a result of the conducted analysis, the Issuer decided that it is justified to classify the information referred to above as confidential information within the meaning of Article 17(1) MAR, subject to publication in the form of this report. Legal basis: Art. 17 sec. 1 (Regulation of the European Parliament and the EU Council No. 596/2014 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 Directive 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
(i) the decision of the Issuer to pay the Purchase Price under the SPA by means of the Purchase Price Conversion into Shares - the decision of which was announced by the Issuer in the current report No. 29/2021; and (ii) the fact that the shareholder Investment MIZYAK Corp Sp. z o.o. an action for annulment or revocation of the resolution no. 5 of the Extraordinary General Meeting of Shareholders of the Company of July 22, 2021 on: (i) increasing the share capital of the Company by issuing new series X ordinary bearer shares; (ii) exclusion of the entire pre-emptive right of the existing shareholders to all new series X shares, (iii) applying for admission and introduction to trading on the regulated market of the Warsaw Stock Exchange S.A. new series X shares, and (iv) changes to the Company's Articles of Association ("Resolution No. 5") - about which the Issuer informed in the current report No. 47/2021; and (iii) the motion of a shareholder of the Company - GI International S.R.L. convening an Extraordinary General Meeting, at which voting will be held, inter alia, on adopting a resolution on the repeal of Resolution No. 5 - about which the Issuer informed in the current report No. 48/2021; the Company has started talks with the Seller in order to conclude an annex to the SPA ("Annex"). As part of the Annex, the method of settling the Purchase Price for shares in GI Group sp.z o.o. will be modified, in particular by the possibility of choosing to implement the Purchase Price conversion option to newly issued shares by adopting a resolution on increasing the Company's share capital. The current report containing information on the results of the talks will be made public by the Issuer immediately after their completion. As a result of the conducted analysis, the Issuer decided that it is justified to classify the information referred to above as confidential information within the meaning of Article 17(1) MAR, subject to publication in the form of this report. Legal basis: Art. 17 sec. 1 (Regulation of the European Parliament and the EU Council No. 596/2014 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 Directive 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