GIGROUP (GIG): Fulfillment of the last condition precedent described in the preliminary conditional share purchase agreement regarding shares in Exact Systems S.A. - raport 61

Raport bieżący nr 61/2018

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

With reference to the current report no. 56/2018 dated 4 October 2018, the Management Board of Work Service S.A. (the “Issuer”) gives notice of the fulfillment, on 30 October 2018, of the last condition precedent described in the preliminary share purchase agreement relating to the sale of shares in Exact Systems S.A. with its registered office in Częstochowa (the “PSPA”) (the “Transaction”) concluded between the Issuer and Remango Investments Sp. z o.o. with its registered office in Warsaw (the “SPV”, and together with the Issuer – the “Parties”), a special purpose vehicle whose shares are held by Mr Paweł Gos, Mr Lesław Walaszczyk and a fund co-managed by CVI Dom Maklerski Sp. z o.o.

The condition precedent fulfilled today related to obtaining by the Issuer and SPV of the statement of the banks financing the Issuer on granting consent for the Transaction (i.e. pay-off letter).

On 29 October 2018 another condition precedent described in the PSPA was fulfilled, which was communicated by the Issuer by current report no. 60/2018 dated 29 October 2018.

On 26 October 2018 another two conditions precedent described in the PSPA were fulfilled, which was communicated by the Issuer by current report no. 59/2018 dated 26 October 2018.

On 25 October 2018, the first condition precedent described in the PSPA was fulfilled, which was communicated by the Issuer by current report no. 58/2018 dated 25 October 2018.

On 17 September 2018, SPV obtained from the President of the Office for Competition and Consumer Protection (in Polish: Urząd Ochrony Konkurencji i Konsumenta) in Poland consent for a concentration, which was communicated by the Issuer by current report no. 51/2018 dated 20 September 2018.

The Parties are now waiting for the fulfillment of the remaining conditions precedent described in the PSPA. The Parties’ intention is to complete the Transaction and conclude the definitive share purchase agreement by 31 October 2018.

The sale by the Issuer of shares in Exact Systems S.A. is a consequence of strategic options decided on by the Management Board concerning the future of the subsidiary Exact Systems (Current report 79/2017 dated 23 October 2017) and the execution of the Development and Restructuring Strategy adopted by the Work Service Group for the years 2018-2020 (Current Report 82/2017 dated 28 November 2017). Based on this Strategy, the Issuer is reducing its acquisition liabilities toward minority shareholders in subsidiary companies and is planning to earmark the funds obtained from the sale of shares in Exact Systems S.A. mainly for further adjustment of the Group’s financing structure through gradual debt deleveraging.

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