GIGROUP (GIG): Conclusion of conditional share purchase agreement by a essential subsidiary company of the Issuer - raport 11

Raport bieżący nr 11/2017

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

With reference to the current report no. 2/2017, the Management Board of Work Service S.A. (“the Issuer”) hereby informs that on 1 February 2017 Exact Systems S.A. with its registered office in Częstochowa (“Exact Systems”) concluded with two foreign companies (“the Seller”) a conditional purchase agreement of 100 % of shares in a Portuguese limited liability company under the name QLS AUTOMOTIVE – SERVIÇOS DE CONTROLO DE QUALIDADE E LOGISTICA, LDA. (“The Portuguese Company”) (“the Shares”) (“the Agreement”).

The purchase price for the Shares shall be EUR 9,200,000 and shall be adjusted by the net amount of debt according to the value as at 28 February 2017 (“the Price”).

The conclusion of the share purchase agreement by Exact Systems depends on meeting the conditions precedent including: (i) reaching a determined EBITDA level, (ii) no breach of guarantee and warranties made by sellers in the Agreement, that would result in losses or damages of more than 20% of the Price, (iii) obtaining required corporate approvals, (iv) obtaining consents from bodies that finance the Portuguese Company.

The share purchase agreement shall be executed on 20 March 2017 subject to confirmation of fulfilment of conditions precedent by 6 March 2017. If the conditions precedent are not met by 6 March 2017, each party of the Agreement shall be entitled to terminate it.

Sellers’ liability for any loss or damage resulting from infringements specified in the Agreement (including untrue guarantees and warranties) is differentiated in terms of time, depending on a breach and limited to the amount of EUR 1,200,000.

The Agreement provides a three-year non-compete clause limited in territory. In case of breach of that clause, Exact Systems is entitled to claim from the Sellers a contractual penalty. Exact Systems is entitled to claim a compensation exceeding a contractual penalty.

The Portuguese Company is the only shareholder of three entities that operate in Portugal and Spain.

The Agreement has been concluded under the Portuguese law.

Other provisions of the Agreement do not differ from commonly applied terms and conditions for this type of agreement.

Legal basis:

Art. 17(1) of Regulation No. 596/2014 of the European Parliament and of the Council 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 Directives 2003/124/EC, 2003/125/EC and 2004/72