GIGROUP (GIG): Sale of 100% of shares in Exact Systems GmbH - raport 64

Raport bieżący nr 64/2018

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

With reference to the current report no. 62/2018 dated 31 October 2018, the Management Board of Work Service S.A. (the “Issuer”) hereby informs that on 2 November 2018, the Issuer concluded with Exact Systems S.A. with its registered office in Częstochowa (the “Exact Systems”) a share purchase agreement relating to the sale of 100% of shares in Exact Systems GmbH with its registered office in Görlitz (the “Exact Systems GmbH”).

Sale of 100% of shares in Exact Systems GmbH is a part of transaction of sale of all Issuer’s shares in Exact Systems to Remango Investments Sp. z o.o. with its registered office in Warsaw, 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 “Transaction”).

The total consideration received by the Issuer from the Transaction (including sale of 100% of shares in Exact Systems GmbH) will amount to PLN 155,260,000, including shares in Work Service SPV Sp. z o.o. with its registered office in Wrocław previously held by Exact Systems of which the amount of PLN 13,000,000, will be paid within 9 months from the completion of the Transaction. In addition, Exact Systems will repay to the Issuer any net outstanding balance of intercompany payables.

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.

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 Management Board

Tomasz Ślęzak – Vice President of the Management Board