GIGROUP (GIG): Conclusion of the Agreement with Bondholders - raport 88

Raport bieżący nr 88/2018

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

The Management Board of Work Service S.A. ("Issuer", "Company") announces that on 6 December 2018 the Company and its selected subsidiaries concluded a conditional agreement with all institutional bondholders ("Bondholders") for T series , W series and Y series bonds issued by the Company ("Bonds") concerning the terms and conditions of Bonds restructuring ("Agreement").

The conclusion of the Agreement is the result of the comprehensive negotiations on restructuring or refinancing of the Bonds. The Company has informed about the commencement of the negotiations in the current report no. 69/2018. Provided that the conditions precedent of the Agreement are met, the parties to the Agreement undertook to sign in an appropriate form a number of documents to finalize the restructuring or refinancing process of the Bonds, including e.g.:(i) the agreement amending the conditions for the issuance of W series bonds, (ii) the proposal for the acquisition of X series, Z series and SHB series bonds, (iii) the statements on the adoption of the proposal for purchase of X series and Z series bonds and (iv) documents (establishing) security.

On the part of Work Service Group, the parties to the agreement are the Company as the issuer of the Bonds and new bonds, and the Company, Work Service Czech s.r.o., Work Service Slovakia, s.r.o., Work Service SK, s.r.o., Work Service Outsourcing Slovakia s.r.o., "Industry Personnel Services" sp. z o. o. and "Work Service International" sp. z o. o. as entities that subject to the entry into force of the Agreement will secure W series, the new X series, the new Z series and the new SHB series bonds.

The most important conditions precedent for the entry into force of the Agreement are:

i. acquisition by the Issuer of PLN 7.000.000 as new funds for the issuance of SHB series bonds;

ii. redemption of a part of Y series Bonds in the amount of at least PLN 7.000.000;

iii. repayment of the interest accrued on the Bonds.

Subject to the entry into force of the Agreement, a number of changes that are important and favorable for the Company concerning Bonds shall take place:

i. refinancing the whole of T series bonds with a value of PLN 12.850.000 with X series bonds;

ii. changes in the conditions of the W series bonds with a value of PLN 20.000.000;

iii. redemption of a part of Y series Bonds in the amount of at least PLN 7.000.000 with the funds acquired from the issuance of SHB series bonds;

iv. refinancing of not more than 4,000,000 PLN of Y series bonds with Z series and SHB series bonds;

v. as a result of the above, the total settlement and deletion of T series and Y series bonds of the records will be effected;

vi. the redemption date of SHB series, W series, X series and Z series bonds was scheduled on 29 May 2020;

vii. in the period until the redemption date, the Company shall not be obliged to any schedule-based repayment / amortization of SHB series , W series, X series and Z series bonds;

viii. the interest rate for SHB series bonds will be fixed and will be 5%, paid quarterly;

ix. the interest rate of W series, X series and Z series bonds will be variable based on WIBOR 3M paid quarterly, a margin of 100 bps per annum payable in full at redemption date; in addition, the bondholders of these bonds are entitled to an additional premium of 287 bps per annum payable at the later of the following dates: bond redemption date or the date of repayment of the company’s debt under the loan agreement, of which the Issuer informed in the current report no. 86/2018;

x. from the conditions of issue of W series bonds financial indicators will be deleted and to the conditions of issue of SHB series, X Series and Z series bonds no financial indicators will be introduced;

xi. the security package for SHB series, W series, X series and Z series bonds will cover e.g. pledges on shares and guarantees of Work Service Czech s.r.o., Work Service Slovakia, s.r.o., Work Service SK, s.r.o., Work Service Outsourcing Slovakia s.r.o.;

xii. the security package will provide for a higher priority for SHB series bonds and lower priority of satisfaction for W series, X series and Z series bonds;

xiii. in addition, the Issuer shall carry out the intragroup issue of ICO series unsecured bonds with a value of PLN 7.750.000, but this will not have any impact on its liquidity situation.

At the same time, under the provisions of SHB series, W series, X series and Z series bonds issue conditions, the Company undertakes to take restructuring measures including:

i. maintenance of active factoring limits in total amounting to at least PLN 55.000.000 for the Issuer and Polish subsidiaries of the Issuer;

ii. the conversion of obligations of Work Service Czech s.r.o., Work Service Slovakia, s.r.o., Work Service SK, s.r.o., Work Service Outsourcing Slovakia s.r.o.to other companies from the Issuer’s Group to equity;

iii. the sales process of Work Service Czech s.r.o., Work Service Slovakia, s.r.o., Work Service SK, s.r.o., Work Service Outsourcing Slovakia s.r.o. within the specified time schedule and other measures.

The conclusion of the Agreement was one of the measures that have been set out in Annex 4 to the Loan Agreement concluded with the Bank BGŻ BNP Paribas S.A., Bank Millennium S.A., Santander Bank Polska S.A. and Powszechna Kasa Oszczędności Bank Polski S.A., about which the Company informed in the current report no. 86/2018.

Based on the opinion of the Management Board of the Issuer, the planned entry into force of the Agreement and the resulting restructuring or refinancing of the Bonds will be measurable and will have a positive impact on the financial situation of the Issuer, including liquidity. The intention of the Management Board of the Issuer is to complete this process by 10 December 2018. The Management Board of the Issuer stipulates, however, that it is not certain whether, among other issues, it will receive the required statements of factors concerning factoring limits, of which the Issuer informed in the current report no. 86/2018 or will acquire PLN 7.000.000 of new funds for the issuance of the SHB series bonds. The Issuer will provide information about the effects of the talks and arrangements in separate current reports.

As a result of the analysis, the Issuer found that it is justified that the above information has been qualified as confidential within the meaning of Article 17(1) MAR, subject to publication in the form of this report.

Legal basis:

Article 17 (1) MAR (Regulation 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 Directive 2003/124/EC, 2003/125/EC and 2004/72/EC.

Signatures:

Maciej Witucki – President of the Board

Tomasz Ślęzak- Vice President of the Board