GIGROUP (GIG): Conclusion of an annex to the significant agreement, covering, among others, the provision of a guarantee by the Issuer’s subsidiary companies - raport 7

Raport bieżący nr 7/2018

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

The Management Board of Work Service S.A. (hereinafter: the Issuer, Company or Borrower) informs that on 30 March 2018 the Company has concluded an Annex (hereinafter: Annex no. 2) to the loan agreement of 18 November 2015 (hereinafter: the Agreement) with Bank BGŻ BNP Paribas S.A., Raiffeisen Bank S.A., Bank Zachodni WBK S.A., Bank Millennium S.A. and Bank PKO BP Bank Polski (the banks are hereinafter collectively referred to as the Lenders).

On 18 November 2015 a loan agreement was concluded between the Agent as the agent, Lenders as the lenders, Borrower as the borrower and Guarantors as the guarantors (“Loan Agreement”). The information about the above was included in the current report no. 43/2015 of 19 November 2015.

On 30 March 2017 Annex no. 1 to the Agreement was concluded, about which the Issuer informed in the current report no. 34/2017 of 30 March 2017. Annex no. 1 concerned in particular the accession of Bank Polski S.A. to the Loan Agreement of Bank PKO BP as Lender 5 in the capacity of Lender (hereinafter: Lender no. 5).

The intention of the Parties is to amend the Loan Agreement and adopt a common stand with regard to the events, which took place after the conclusion of Annex no. 1. The Parties signed Annex no. 2 including the following statements and amending the Agreement under the following terms:

Lender 5 undertook to effectuate the use of Working Capital Loan 5, on a one-off basis, in the amount of 55,000,000 PLN, within 2 working days from the conclusion date of Annex no. 2. The use of the Working Capital Loan 5 shall be made through making a bank transfer by the Lender 5.

The Borrower and Lender 5 have unanimously agreed that as a result of the total repayment of the financial debt on account of the Loan Agreement of PKO BP, the Loan Agreement of PKO BP shall be terminated upon the total repayment of the financial debt on account of the Loan Agreement of PKO BP. The Borrower shall have no right to reuse the funds under the Loan Agreement PKO BP.

If Lender 5 does not effectuate the use of Working Capital Loan 5 in the amount of 55,000,000 PLN within 2 working days from the conclusion date of Annex no. 2 and other obligations under Annex No. 2, all the remaining Lenders, acting jointly, shall be entitled to terminate the Loan Agreement and other Financial Documents, including the Collateral Documents, with regard to Lender 5, by submitting a written statement to Lender 5 and the Borrower on the termination of the Loan Agreement and other Financial Documents, including the Collateral Documents, with regard to Lender 5.

If any of the events specified in Annex no. 2 occurs, Lender 5 shall be entitled to terminate the Loan Agreement and other Financial Documents, including the Collateral Documents, with regard to Lender 5, by submitting a written statement to other Lenders and the Borrower on the termination of the Loan Agreement and other Financial Documents, including the Collateral Documents, with regard to Lender 5.

The Parties of the Agreement have confirmed that all the Collaterals established on the basis of the Financial Documents, including in particular the Collateral Documents, concluded in connection with Annex no 1, remain in full force and effect, regardless of the amendments to the Loan Agreement introduced by this Annex. Additionally, new collaterals have been established in the form of:

1.Agreement on the registered pledge and financial pledges on the stocks in Guarantor 3 (Exact Systems S.A.) concluded between the Borrower, as the pledger, Lenders, as the pledgees of the financial pledge, and the Agent, as the administrator of the financial pledge (with regard to 599,999 series A shares numbered from A07000002 to A07600000).

2.Agreement on the registered pledge and financial pledges on the shares in Guarantor 5 (“Industry Personnel Services” Sp. z o.o.) concluded between the Borrower as the pledger, Lenders, as the pledgees of the financial pledge, and the Agent, as the administrator of the registered pledge.

3.Agreement on the registered pledge and financial pledges on the shares in Guarantor 14 (Work Service Investments Sp. z o.o.) concluded between the Borrower as the pledger, Lenders, as the pledgees of the financial pledge, and the Agent, as the administrator of the registered pledge.

4.Agreement on the registered pledge on the assets of Guarantor 14 (Work Service Investments Sp. z o.o.), concluded between Guarantor 14, as the pledger, and the Agent, as the administrator of the registered pledge.

5.Agreement on the registered pledge and financial pledges on the shares in Work Service SPV sp. z o.o. concluded between the Borrower as the pledger, Lenders, as the pledgees of the financial pledge, and the Agent, as the administrator of the registered pledge.

6.Agreement on the registered pledge and financial pledges on the rights from the Settlement Account concluded between the Borrower, as the pledger, Lenders, as the pledgees of the financial pledge, and the Agent, as the administrator of the registered pledge.

7.Declaration of Guarantor 14 (Work Service Investments Sp. z o.o.) submitted to the benefit of Lender 1 of voluntary submission to execution pursuant to Art. 777 CCP (with regard to the Guarantee).

8.Declaration of Guarantor 14 (Work Service Investments Sp. z o.o.) submitted to the benefit of Lenders 2 of voluntary submission to execution pursuant to Art. 777 CCP (with regard to the Guarantee).

9.Declaration of Guarantor 14 (Work Service Investments Sp. z o.o.) submitted to the benefit of Lenders 3 of voluntary submission to execution pursuant to Art. 777 CCP (with regard to the Guarantee).

10.Declaration of Guarantor 14 (Work Service Investments Sp. z o.o.) submitted to the benefit of Lenders 4 of voluntary submission to execution pursuant to Art. 777 CCP (with regard to the Guarantee).

11.Declaration of Guarantor 14 (Work Service Investments Sp. z o.o.) submitted to the benefit of Lenders 5 of voluntary submission to execution pursuant to Art. 777 CCP (with regard to the Guarantee).

12.Annex to the agreement on the registered pledge and financial pledges on the shares in Guarantor 6 of 30 January 2017 concluded between the Borrower, Guarantor 14 and Lenders.

13.Annex to the agreement on the registered pledge and financial pledges on the shares in Guarantor 7 of 18 November 2015 concluded between the Borrower, Guarantor 14 and Lenders.

14.Annex to the agreement on the registered pledge and financial pledges on the shares in Work Service SPV sp. z o.o., referred to in Item 4 above, concluded between the Borrower, Guarantor 14 and Lenders.

As a result of the conducted analysis, the Issuer has decided that it is justified to qualify the abovementioned information as confidential information pursuant to Art. 17 section 1 of the MAR, subject to the publication in form of this report.

Legal basis:

Art. 17 section 1 of the MAR (Regulation of the European Parliament and of the Council (EU) NO. 596/2014 of 16 April 2014 on the market abuse (market abuse regulation) and repealing the Directive 2003/6/EC of the European Parliament and of the Council, and the Committee’s directives no. 2003/124/EC, 2003/125/EC and 2004/72/EC.

Signatures:

Maciej Witucki – President of the Management Board

Krzysztof Rewers – Vice President of the Management Board