GIGROUP (GIG): Conclusion of a credit agreement by the Issuer - raport 77

Raport bieżący nr 77/2016

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

The Board of Directors of Work Service S.A. ("the Issuer") hereby informs about the today’s conclusion of a credit agreement ("the Agreement") with Powszechna Kasa Oszczędności Bank Polski S.A. ("PKO BP").

The subject matter of the Agreement is granting a credit in the amount of PLN 55,000,000.00 (fifty five million Polish zloty) for the purpose of financing of current liabilities of the Issuer. The credit repayment date has been fixed for 20 months from the date of conclusion of the Agreement.

The financial conditions of the Agreement stipulate interest on the granted credit based on the WIBOR 1M rate, increased by the relevant margin. Additionally, the Agreement envisages a standard payment of the preparatory commission (payable on the day of concluding the Agreement) and the commission on commitment (calculated from the unused and available credit amount) by the Issuer.

The credit may be used subject to the Issuer submitting a notarial statement on subjection to enforcement, following the procedure set out in Article 777 (1) of the Civil Code, to the amount of 150% of the credit amount, as well as subject to establishing a security over 75% of shares in the Issuer's subsidiary - Prohuman 2004 Kft, registered in Hungary ("Security").

During the financing period, the Issuer will be obliged to: (i) maintain net debt to EBITDA ratio at a specific level, (ii) maintain the leverage ratio (ratio of net debt to equity increased by minority interest) at the level below a specific value; these financial ratios are subject to control conducted every six months and will be calculated on the basis of consolidated financial statements of the Issuer's group of companies, on the basis of the results for the last 12 months.

According to the Agreement, the Issuer has undertaken to establish a security over the shares in Prohuman 2004 Kft within 3 months from the date of signing of the Agreement. The Agreement also envisages an additional security in the form acceptable for PKO BP, in the event of deterioration – in the opinion of the bank – of the economic and financial situation of the Issuer, resulting in the need to create write-downs according to IAS, in the amount sufficient to eliminate the need to create such write-downs.

The Issuer will be entitled to a dividend payment once per a financial year, provided that the following conditions are met: (i) the planned payment will not cause occurrence of a breach of the obligations contained in the Agreement nor is such a breach present, (ii) settlement of the financial ratios for the previous period has been presented to and accepted by PKO BP, (iii) payment to shareholders does not exceed 50% of the annual net profit and does not exceed the reserve capital available for dividend payments, (iv) the net debt to EBITDA ratio does not exceed 3.0 for the previous financial year as compared to the date of the dividend payment.

As a result of the conducted analysis, the Issuer concluded that the value of the credit, constituting the subject matter of the Agreement, justifies classifying information on the Agreement as confidential information, as defined by Article 17 (1) of MAR, subject to publication in the form of this report.

Legal basis:

Article 17 (1) of MAR (Regulation of the European Parliament and the European Council (EU) No. 596/2014 of 16 April 2014 on market abuse (…)