GIGROUP (GIG): Adoption by the Management Board of Work Service S.A. of the resolution concerning issuance of the U series bonds of the Company - raport 53

Raport bieżący nr 53/2016

Podstawa Prawna:
Art. 17 ust. 1 MAR - informacje poufne.

The Management Board of Work Service S.A. ("Issuer", "Company"), regarding the resolution no. 3/2016 of the Extraordinary General Meeting of the Company of 18 May 2016 on launch of the bond issue programme ("EGMS Resolution"), about adoption of which the Issuer informed in the current report no. 25/2016 of 18 May 2016 - informs that on 30 September 2016 the Management Board of the Company adopted a resolution no. 1/2016 on U series bonds issuance ("Issuance Resolution"). The Issuance Resolution has been adopted under the EGMS Resolution, as part of the implementation of the programme established in the Company concerning bond issuance up to the total nominal value not higher than PLN 150,000,000.00.

Under the Issuance Resolution, the Management Board of the Company decided to issue, pursuant to art. 33 item 2 of the Act on Bonds of 15 January 2015, by submitting a bond purchase offer to the given addressee, in the number of not more than 149 addressees, secured ordinary bearer bonds of U series with variable interest rate, in the number of 100,000 bonds, with unit nominal value of PLN 1,000 ("Bonds"). The bonds shall be offered with the issuance price equal to the nominal value.

The purpose of the issuance of Bonds is to refinance the financial debt of the Company, resulting from the bonds of the Q, R and S series issued by the Company.

The Management Board of the Company did not state the threshold for the issuance to be successful.

The interest shall be paid from the issuance date each six months, on the last day of each interest period. The reference rate for determination of the interest rate shall be six-months base rate WIBOR (WIBOR 6M), determined for each interest period, plus margin on the level of 350 basis points (3.5% percentage points).

The date of Bonds issuance shall be 3 October 2016.

Allocation of bonds for the investor shall be made under condition of submitting by the investor of a statement on acceptance of the Bonds purchase offer and payment by the investor of the issue price for the Bonds to the date and in a manner indicated in the Bonds purchase offer.

Bonds shall be subject to redemption by the Issuer according to their nominal value on the date of redemption i.e. 3 October 2018. If the change of control described in the conditions of issuance shall occur ("Change of Control"): (i) The Bondholder shall be entitled to perform an earlier redemption of all Bonds owned by the Bondholder 60 days after notification of the Issuer that the Change of Control has occurred or (ii) The Issuer may redeem all issued and not redeemed Bonds 60 days after notification of the Issuer that the Change of Control has occurred. In addition, the Bonds may also be immediately redeemed in the case of occurrence of events set out in the Act on Bonds of 15 January 2015 and early redeemed in the case of request by a bondholder for earlier redemption of Bonds, in the case of occurrence of a situation constituting a breach pursuant to the issuance conditions.

The Bonds shall be issued as bearer bonds, without the form of a document, and shall be on the issuance date registered in the register within the meaning of art. 8 sec. 1 of the Act on Bonds, maintained by mBank S.A., and then transferred to the register of dematerialised securities kept by the National Depository of Securities. The Bonds shall be introduced to the alternative trading system Catalyst, organised by BondSpot S.A. or the Stock Exchange in Warsaw (Giełda Papierów Wartościowych w Warszawie S.A).

The bonds of U series shall be secured with blank promissory note issued by the Issuer, registered pledge on all shares held by the Issuer in the share capital of IT Kontrakt sp. z o.o., registered pledges on 9,000,000 shares of Work Service S.A. held by Tomasz Misiak, Tomasz Hanczarek, ProLogics LLP and WorkSource Investments S à r.l., and registered pledge on the trademark of IT Kontrakt, which is owned by IT Kontrakt sp. z o.o. - a subsidiary of the Issuer. On account of liability resulting from the promissory note, the Issuer shall submit a statement on acceptance of enforcement pursuant to 777 § 1 item 5 of the Civil Procedure Code, up to the maximum value amounting to 120 per cent of the nominal value of the Bonds.

The Bonds are not income bonds.

Legal basis:

1.art. 17 sec. 1 MAR (Regulation of the European Parliament and of the Council (EU) NO. 596/2014 of 16 April 2014 on on the Market Abuse and repealing the Directive 2003/6/EC of the European Parliament and of the Council 2003/124/EC, 2003/125/EC i 2004/72/EC).