GIGROUP (GIG): Significant value of financial liabilities and benefits arising from investment agreements regarding the increases of the share capital of the subsidiary of the Issuer - raport 61

Raport bieżący nr 61/2016

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

The Management Board of Work Service S.A. (hereinafter: “Issuer” or “Company”) informs that in connection with the conclusion yesterday of the investment agreement (“Agreement 2”) by the Issuer for determination of terms of investment in ordinary registered shares of the new issue series C to CH (“C Shares”) of the significant subsidiary of the Issuer, i.e. Exact Systems S.A. with its registered office in Częstochowa (“Exact”), performed by a group of investors being natural persons (including members of the Management Board and Supervisory Board of Exact) and legal persons (“Investors”), the total value of Issuer’s liabilities (“Liabilities”) incurred in the Agreement 2 and in the preceding analogical investment agreement of 5 August 2016 (“Agreement 1”), regarding the terms of involvement of Investors in taking up ordinary registered shares series B to BH (“B Shares”) (B Shares and C Shares hereinafter jointly as “Shares”), may achieve the level calculated on the basis of the following formula adopted for the given Investor: [A + (B x C) – D], where: A = issue price paid by the Investor for all Shares acquired by this Investor, B = amount equal to 14%/365 of the issue price paid by the Investor for all Shares acquired by this Investor, C = number of days between payment of the issue price for all Shares acquired by the Investor to Exact and conclusion of the sale agreement for these shares in execution of Put II Option, however not more than 1095 days (= 3 years), D = amount equal to the total dividend paid by Exact to the Investor on account of the Shares held by the Investor as well as dividend resolved for payment on account of the Shares held by the Investor and not paid to the Investor yet, increased by maximum 30% of the total issue price of all Shares, which exceeds the threshold of 10% of the Issuer’s equity, which is the value of 30,127,165.06 zloty (which represents a material character of Liabilities in the light of financial criteria for the assessment of the essentiality of events, which may be subject to information obligations, internally adopted by the Issuer). Parties to the aforementioned agreements are Exact, Issuer and Investors.

The Subject of the Agreement 1 is the acquisition, in the non-public offering, of 569,500 Shares B by Investors, representing 5.388% of the share capital of Exact, for the total value of PLN 17,085,000 (the increase of the capital with regards to this has already been registered). The Subject of the Agreement 2 is the acquisition by Investors, in the non-public offering, of 430,500 Shares C, representing 3.914% of the share capital of Exact (after registration of the increase of the share capital resulting from the Agreement 2), for the total value of PLN 12,915,000. The issue unit price of the above-mentioned shares is PLN 30 (“Issue Price”).

The liabilities cover: (i) reacquisition by the Issuer (or by a different substitute entity indicated by it), at request of each Investor, of its above-mentioned shares held in whole or in part, for the price calculated according to the algorithm determined in the above-mentioned agreements, within the implementation granted to the Investors, so-called Put II Option, (ii) payment of contractual penalties for the violation of the Issuer’s obligation to execute Put II Option.

The importance of Liabilities in the aspect of the potential financial consequences for the Issuer should be recognized in the potential maximum value of Liabilities, which in total for the Liabilities in the scope determined above in the point (i) – may achieve the level calculated on the basis of the following formula adopted for the given Investor: [A + (B x C) – D], where: A = issue price paid by the Investor for all Shares acquired by this Investor, B = amount equal to 14%/365 of the issue price paid by the Investor for all Shares acquired by this Investor, C = number of days between payment of the issue price for all Shares acquired by the Investor to Exact and conclusion of the sale agreement for these shares in execution of Put II Option, however not more than 1095 days (= 3 years), D = amount equal to the total dividend paid by Exact to the Investor on account of the Shares held by the Investor as well as dividend resolved for payment on account of the Shares held by the Investor and not paid to the Investor yet, and for Liabilities in the scope determined above in the point (ii) – may reach the level of 30% of the total Issue Price of all Shares.

According to the above-mentioned agreements, the Put II Option has a contingent nature, and its execution is dependent on the occurrence of events included in the above-mentioned agreements which lie with Exact and Investors, such as failure to use (execute) by Exact within the time limit, the right to reacquire the above-mentioned shares from the Investor within the Call Option to which Exact is entitled to, and the failure to execute, within the time limit, the obligation to reacquire the above-mentioned shares by Exact from the Investor at his request, submitted within Put I Option it has been granted.

Each Investor has the right to call the Issuer for the execution of the Put II Option within the time limit from 20 March 2019 to 20 April 2019. Each Investor may call Exact to execute Put I Option within the time limit form 19 November 2018 to 19 January 2019, only in case Exact did not call for the execution of the Call Option until 18 November 2018, except Exact failed to execute its obligation to acquire shares during the execution of Call Option until 31 December 2018. Exact may call to execute the Call Option only until the day, on which 6 months from the day of the conclusion of the above-mentioned agreements elapse, but not earlier that after the increase in the share capital of Exact regarding the above-mentioned shares has been registered, until 18 November 2018. The execution of the Call Option precludes the possibility to request the execution of Put I Option and Put II Option, and the execution of one of the Put Options (I or II) precludes the possibility to request the execution of the other option; the execution is understood as the conclusion of the agreement for purchase of shares, to which a particular Option applies (Call Option, Put I Option, Put II Option). The above-mentioned agreements give the meaning of pre-initial purchase agreements to the Put II Options, unilaterally obligating the Issuer to acquire the above-mentioned shares from Investors.

The above-mentioned agreements provide for collateral for the execution by the Issuer of the Put II Options by: (i) granting by the Issuer to each Investor an irrevocable authorization to conclude an agreement for sale of his shares during the execution of Put II Options, (ii) declaration of the Issuer in a form of notarial deed about the submission to enforcement, pursuant to Art. 777 point 5 of the Code of Civil Procedure, for the obligation to pay the issue price of the above-mentioned shares upon agreements for sale in the execution of Put II Option.

Moreover, along with the conclusion of the Agreement 2, the above-mentioned threshold of 10% of the Issuer’s equity (as adopted internally in the Issuer's financial criterion for assessing the relevance of the agreements) is exceeded in relation to the total value of benefits: (i) in PLN 30,000,000.00 owed to Exact by Investors in the form of cash due to the payment of the Issue Price of take-up of the above-mentioned shares, (ii) potentially maximum on the level calculated on the basis of the following formula adopted for the given Investor: [A + (B x C) – D - E], where: A = issue price paid by the Investor for all Shares acquired by this Investor, B = amount equal to 14%/365 of the issue price paid by the Investor for all Shares acquired by this Investor, C = number of days between payment of the issue price for all Shares acquired by the Investor to Exact and conclusion of the sale agreement for these shares between the Investor and Exact, D = amount equal to the total dividend paid by Exact to the Investor on account of the Shares held by the Investor as well as dividend resolved for payment on account of the Shares held by the Investor and not paid to the Investor yet, E = amount equal to the total financial fees for lock – up, paid to the Investor or due to the Investor (due and unpaid) by the date of conclusion of the sale agreement for the Shares between the Investor and Exact in execution of the Call Option, owed to investors in case of using by the Exact the right to repurchase from Investors, upon Exact’s request, owned by them above-mentioned shares, full or partial, for the price calculated according to the algorithm defined in the above-mentioned agreements, due to the Call Option to which Exact is entitled to, (iii) potentially maximum on the level calculated on the basis of the following formula adopted for the given Investor: [A + (B x C) – D - E], where: A = issue price paid by the Investor for all Shares acquired by this Investor, B = amount equal to 14%/365 of the issue price paid by the Investor for all Shares acquired by this Investor, C = number of days between payment of the issue price for all Shares acquired by the Investor to Exact and conclusion of the sale agreement for these shares between the Investor and Exact in execution of Put I Option, however not more than 1095 days (= 3 years), D = amount equal to the total dividend paid by Exact to the Investor on account of the Shares held by the Investor as well as dividend resolved for payment on account of the Shares held by the Investor and not paid to the Investor yet, E = amount equal to the total financial fees for lock – up, paid to the Investor or due to the Investor (due and unpaid) by the date of conclusion of the sale agreement for the Shares between the Investor and Exact in execution of Put I Option, owed to Investors in case of them using the right to demand from Exact to repurchase of owned by them the above-mentioned shares, full or partial, for the price calculated according to the algorithm defined in the above-mentioned agreements, due to the Put I Option to which all the Investors are entitled to, (iv) on the maximum level of 30% of the total issue price of all Shares – due to contractual penalties for the violation of the Issuer’s obligation to execute Put I Option.

Agreement 1 and Agreement 2: (i) give the meaning of pre-initial sale agreements to the Call Options, unilaterally obligating each of the Investors to acquire the above-mentioned shares for Exact, if requested so by Exact, (i) give the meaning of pre-initial sale agreements to the Put I Option, unilaterally obligating Exact to acquire the above-mentioned shares from each of the Investors, if requested so by the given Investor.

The above-mentioned agreements provide for collateral for the execution by Exact of the Put I Option by: (i) granting by Exact to each Investor an irrevocable authorization to conclude an agreement for sale of his shares during the execution of Put I Option, (ii) declaration of Exact in a form of notarial deed about the submission to enforcement, pursuant to Art. 777 point 5 of the Code of Civil Procedure, for the obligation to pay the issue price of the above-mentioned shares upon sale agreements in the execution of Put I Option.

Put I Option and Put II Option expire upon disposal of the above-mentioned shares to a strategic investor (interested in the acquisition of the block of 90 % of Exact’s shares for the price not lower than 114% of the Issue Price). The above-mentioned agreements apply until any of the Investors becomes a shareholder of Exact, but no longer than until 31 December 2020.

As the outcome of the conducted analysis, the Issuer recognized that it is justified to classify the above-mentioned information as confidential, as defined in art. 17 sec. 1 MAR, pursuant to publication in the form of this report.

Legal basis:

1.Art. 17 sec. 1 MAR (of Regulation of the European Parliament and the Council(EU) no 596/2014 of 16 April 2014 on market abuse (...)