GIGROUP (GIG): Signing of the head of terms regarding sale of shares of Exact Systems S.A. - raport 19

Raport bieżący nr 19/2018

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

The Management Board of Work Service S.A. (the "Issuer"), with reference to the current report no. 18/2018 dated 21 May 2018, hereby informs that on 21 May 2018 the Issuer concluded with Mr. Paweł Gos, Mr. Lesław Walaszczyk and CVI Dom Maklerski Sp. z o.o. with its registered office in Warsaw (the “Purchasers”) a head of terms (the “HoT”) regarding framework conditions of conducting a management buy-out of shares of Exact Systems S.A. held by the Issuer by special purpose vehicle established by the Purchasers (the “SPV”). Pursuant to HoT, the initial purchase price for Issuer’s shares in Exact Systems S.A. will be PLN 162,640,000, of which PLN 13,000,000 will be deferred up to 9 months. Additionally, in June 2018, Exact Systems S.A. will repay approximately 50% of inter-company receivables towards the Issuer, for which funds will be gained through a bond issue. Remaining inter-company receivables will be settled in the process of closing of the transaction. In parallel, the Issuer negotiates with the Purchasers additional bond financing in the amount of PLN 20.000.000.

The Issuer granted Purchasers an exclusivity until 30 June 2018. Parties’ intention is to sign until 30 June 2018 a preliminary share purchase agreement regarding Issuer’s shares in Exact Systems S.A. to the SPV.

As a result of the analysis, the Issuer found that it is justified that the indicated 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