GIGROUP (GIG): Conclusion of lock-up agreement on shares of the significant subsidiary of the Issuer - raport 20

Raport bieżący nr 20/2017

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

The Management Board of "WORK SERVICE" S.A. ("Issuer") informs that today: (i) the Issuer, (ii) Exact Systems S.A. with its registered office in Częstochowa, being a significant subsidiary of the Issuer ("Subsidiary"), (iii) mBank S.A. with its registered office in Warsaw ("mBank") as an entity offering shares of the Subsidiary in the framework of the first public offer of Subsidiary's shares ("IPO") and (iii) two shareholders of the Subsidiary, being members of its Management Board, concluded a lock-up agreement on share disposal limitations of the Subsidiary ("Agreement"). The Agreement has been concluded in connection with proceedings ongoing before the Polish Financial Supervision Authority on approval of the prospectus made for the purpose of conducting IPO and shares of the Subsidiary admitted to trading on a regulated market operated by the Warsaw Stock Exchange S.A. (which has been announced in the Issuer's current report no. 52/2016).

On the day of the conclusion of the Agreement, the Issuer held 7,600,000 shares in the Subsidiary which constitute 69.09% of share capital of the Subsidiary and entitle to exercise 69.09% of votes on the General Meeting of the Subsidiary.

On the basis of the Agreement, the Issuer made a commitment to mBank that in the period of 12 months starting on the day following the date of allocation of shares in the framework of the IPO, it shall not offer, sale, encumber (however, excluding: (i) performance of changes in the scope of security interests already established, (ii) establishment of security interests in connection with refinancing of existing debt of the Issuer by banks) or otherwise dispose and publicly announce offers, sales, disposals or intention to perform such activities or undertake activities leading to or which may result in issuance, offer, sale or disposal of shares of the Subsidiary or securities exchangeable or convertible into shares of the Subsidiary or enabling their acquisition in the way of implementation of rights relating to such securities, other rights enabling their acquisition and any other securities or financial instruments the value of which is determined directly or indirectly by reference to the price of above-mentioned securities constituting their underlying, including share swaps, future contracts and options, without the prior consent of mBank ("Lock-up"). In case of the Company and other shareholders being the parties of the Agreement who submit the undertaking similar to the above, Lock-up periods are 12 and 24 months.

The Agreement determines also cases where the consent of mBank on defined types of disposition concerning shares of the Subsidiary is not required. These are, among others: (i) sale by the Issuer of up to 599,999 shares held in the Subsidiary in the framework of the IPO, (ii) sale by the Issuer of the block of shares held by the Issuer in the Subsidiary in the amount constituting more than 50% of the general number of votes on the General Meeting of the Subsidiary.

Expiration of the Agreement relating to the particular shareholder (being a party to the Agreement) and to the Subsidiary shall take place on the day of expiry of the Lock-up period which concerns them. The Agreement will also expire in the event of: (i) failure of IPO (in the scope covering shares on new issuance of the Subsidiary) until 30 June 2017, or (ii) termination of the agreement on mBank's role as an entity offering shares of the Subsidiary in the framework of IPO – depending which occurs first.

Legal basis:

art. 17 sec. 1 Resolution of the European Parliament and of the Council (EU) 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 Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.