GIGROUP (GIG): Sale of shares in Exact Systems S.A. - raport 62

Raport bieżący nr 62/2018

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”)hereby informs that on 31 October 2018, the Issuer and 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. concluded the definitive share purchase agreement regarding the sale of all Issuer's shares in Exact Systems S.A. with its registered office in Częstochowa (the "Transaction") (the "Company").

As a part of the Transaction, the Issuer will sell to the Company all shares in Exact Systems GmbH with its registered seat in Görlitz (“Exact Systems GmbH”). The information about this will be provided by a separate current report.

The purchase price for Issuer’s shares in the Company amounts to PLN 139,760,000 of which the amount of PLN 13,000,000, which will be paid within 9 months from the completion of the Transaction.After sale of all shares in Exact Systems GmbH total consideration received by the Issuer 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 the Company.In addition, the Company will repay to the Issuer any net outstanding balance of intercompany payables.

Part of the proceeds from the Transaction, in the amount of PLN 104,000,000, the Issuer will allocate for the repayment of part of the debt towards consortium of banks financing the Issuer.

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 bythe 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’sfinancing 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