GIGROUP (GIG): Conclusion of Term Sheet regarding the acquisition transaction by a subsidiary - raport 2

Raport bieżący nr 2/2017

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

The Management Board of Work Service S.A. (“Issuer”) informs about the acknowledgment of the conclusion by the Issuer’s subsidiary Exact Systems S.A. with its registered office in Częstochowa (“Subsidiary”) of the “Term sheet” document (“Term Sheet”) regarding the operations for the acquisition transaction which consists of the acquisition of 100% of the shares of a Portuguese limited liability company (“Portuguese Company”) which operates in automotive sector and specializes in quality control for the automotive industry.

On the basis of the Term Sheet, the Parties decided to conduct negotiations with the objective of agreeing on final terms of the transaction.

The transfer of the ownership of the shares will occur if the following terms, among others, are fulfilled jointly:

(i) closure and audit of accounts of the Portuguese Company and its subsidiaries;

(ii) non-breach of the conclusion (defined in the agreement for purchase of shares) which results in the loss of over 20 % of the value of the purchase price,

(iii) obtaining the consent of the Supervisory Board of the subsidiary;

(iv) obtaining the consent of the Management Boards of the companies selling the shares;

(v) obtaining the consent of the Meeting of Shareholders of the Portuguese Company for transfer of shares to the Subsidiary,

The basic value of the transaction will be of EUR 9,200,000.00 (in words: nine million two hundred thousand euro) and will be corrected by a potential net debt.

The Term Sheet binds the Parties until 13 January 2017 or until the signing of the conditional agreement for purchase of shares, whichever occurs as first, and it gives exclusivity to the Subsidiary until 13 January 2017.

The transaction of acquisition of 100% of the shares of the Portuguese Company constitutes an element of the acquisition strategy of the Subsidiary.

As a result of the conducted analysis, the Issuer concluded that it is justified to classify the above-mentioned information as confidential, 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 (…)