GIGROUP (GIG): Issue of ICO-series, X-series, Z-series and SHB-series bonds, redemption of T-series and Y-series bonds as well as change of the terms & conditions of the issue of W-series bonds - raport 90

Raport bieżący nr 90/2018

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

The Management Board of Work Service S.A. (‘Issuer’, ‘Company’) informs that on 10 December 2018, the Company performed in the entirety the conditional understanding concluded on 06 December 2018 with the institutional holders of T-series, W-series and Y-series bonds issued by the Company (‘Bonds’) relating to the terms & conditions of restructuring of the Bonds (‘Understanding’), on which Understanding the Company informed in Current Report No. 88/2018, and that it finished the process of restructuring and refinancing of the Bonds, on which process the Company informed in the previous Current Reports.

As a result of performance of the Understanding, on Monday, 10 December 2018, within the scheme of issue of bonds up to the total par value not exceeding PLN 150,000,000.00, on the basis of the resolutions of the Management Board of the Company No. 2/2018 on the issue of ICO-series, X-series, Z-series and SHB-series bonds as well as the resolutions of the Management Board of the Company on allocation of ICO-series, X-series, Z-series and SHB-series of 10 December 2018:

A. Issue of intra-group ICO-series bonds

The Company conducted - without physical flow of cash - a non-public issue and allocated the intra-group ordinary non-covered bearer ICO-series bonds of the unit par value of PLN 1,000.00 and of the total par value of PLN 7,750,000.00, which allowed for rolling of T-series bonds by the issue of X-series bonds and of Y-series bonds by the issue of Z-series bonds by the institutional bond holders.

B. Issue of Z-series bonds and SHB-series bonds, redemption of Y-series bonds

(i) The Company conducted a non-public issue and allocated the ordinary covered bearer SHB-series bonds of the unit par value of PLN 1,000.00 and of the total par value of PLN 8,600,000.00, including:

(a) bonds of the total par value of PLN 7,000,000.00, which were acquired by the founders and by the minority stockholders of Work Service - Mr Tomasz Misiak and Mr Tomasz Hanczarek, which allowed the Issuer for acquisition of new means and redemption of all bonds of the individual holders of Y-series bonds issued by the Company of small par value and redemption of a part of the bonds of the individual holders of Y-series bonds issued by the Company of significant par value, and

(b) bonds of the total par value of PLN 1,600,000.00, which were acquired by the individual bond holders holding Y-series bonds issued by the Company of high par value, which consented to their partial rolling;

(ii) The Company conducted a non-public issue and allocated the ordinary covered bearer Z-series bonds of the unit par value of PLN 1,000.00 and of the total par value of PLN 2,400,000.00, which were acquired by the institutional holder of Y-series bonds issued by the Company, which allowed for their complete rolling;

(iii) The mutual due amounts of the Company and of one of the holders of Y-series bonds issued by the Company of the total par value of PLN 991,000.00 were set off, which allowed for fulfilment of the payment obligation relating to these bonds without a physical flow of cash; and

(iv) The Company redeemed the remaining Y-series bonds issued by the Company and paid the default interest on all Y-series bonds issued by the Company, which allowed for complete satisfaction of the liabilities of the Company on account of these Y-series bonds and deletion of all Y-series bonds from the record.

C. Issue of X-series bonds, redemption of T-series bonds, change of the terms & conditions of the issue of W-series bonds

(i) The Company conducted a non-public issue and allocated the covered ordinary bearer X-series bonds of the unit par value of PLN 1,000.00 and of the total par value of PLN 12,850,000, which were acquired by all holders of T-series bonds, which allowed for their complete rolling and deletion of all T-series bonds from the record; and

(ii) The terms & conditions of the issue of the covered W-series bonds of the unit par value of PLN 1,000.00 and of the total par value of PLN 20,000,000.00 were changed in order to unify the majority of the terms & conditions of this issue with the terms & conditions of the issue of X-series bonds and of Z-series bonds.

D. Main terms & conditions of the issue of W-series, X-series, Z-series and SHB-series bonds

On the basis of the terms & conditions of the issue of SHB-series, W-series, X-series and Z-series bonds:

(i) the final redemption date of SHB-series, W-series, X-series and Z-series bonds was determined for 29 May 2020;

(ii) in the period to the final redemption date, the Company is not obliged to any scheduled redemption of SHB-series, W-series, X-series and Z-series bonds;

(iii) the interest on SHB-series bonds is fixed and amounts to 5%, payable on a quarterly basis;

(iv) the interest on W-series, X-series and Z-series bonds is variable, based on WIBOR 3M rate, payable on a quarterly basis, and on the margin in the amount of 100 bps per annum, payable in the entirety on the redemption date; additionally, the holders of these bonds are entitled to an additional bonus in the amount of 287 bps per annum, payable on the later one from the following dates: bonds redemption date or date of repayment of the debt of the Company on account of the Credit Agreement, on which the Issuer informed by Current Report No. 86/2018;

(v) the financial ratios were eliminated from the terms & conditions of the issue of W-series bonds and no financial ratios were introduced in the terms & conditions of the issue of SHB-series, X-series and Z-series bonds;

(vi) covers of SHB-series, W-series, X-series and Z-series bonds were established, which include inter alia pledges on shares and guarantees of Work Service Czech s.r.o., Work Service Slovakia, s.r.o., Work Service SK, s.r.o. and Work Service Outsourcing Slovakia s.r.o. as well as blank promissory notes issued by the Company together with promissory note declarations;

(vii) the terms & conditions of the issue of SHB-series, W-series, X-series and Z-series bonds provide for higher priority of satisfaction of SHB-series bonds and lower priority of satisfaction of W-series, X-series and Z-series bonds;

(viii) the bonds may be redeemed before the final redemption date inter alia in case of: (a) occurrence of the circumstances resulting in their early redemption by virtue of law, (b) submission of a request for early redemption of the Bonds by the bond holder in case of occurrence of an event constituting a case of violation determined in the terms & conditions of the issue, (c) disposal of specific assets and (d) change of control over the Company.

E. The other elements of the process of restructuring of bonds

On the basis of the terms & conditions of the issue of SHB-series, W-series, X-series and Z-series bonds, the Company undertook inter alia to:

(i) maintain the factoring limits for the Issuer and for the Polish subsidiaries of the Issuer in the total amount of at least PLN 55,000,000.00;

(ii) convert the liabilities of Work Service Czech s.r.o., Work Service Slovakia, s.r.o., Work Service SK, s.r.o. and Work Service Outsourcing Slovakia s.r.o. to other companies from the Group of the Issuer into capital; and

(iii) perform the process of sale of Work Service Czech s.r.o., Work Service Slovakia, s.r.o., Work Service SK, s.r.o. and Work Service Outsourcing Slovakia s.r.o. according to the specific schedule.

In connection with restructuring of the Bonds, on 10 December 2018 the Company paid the restructuring commission calculated on the par value of the Bonds held by the given bond holder.

As a result of the performed analysis, the Issuer decided that it was justified to qualify the information indicated above as confidential information in the meaning of art. 17 section 1 of MAR, being subject to publishing 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