GIGROUP (GIG): The conclusion by the Issuer of the Shares Sale Agreement - raport 66

Raport bieżący nr 66/2017

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

The Management Board of Work Service S.A. (Hereinafter referred to as: "Issuer" or "Company") informs that on 5 July 2017 the Issuer as buyer, concluded with Profólió Projekt Tanácsadó Kft. ("Seller”) seated in Budapest, Hungary, a new, sale agreement of 25% of shares in the share capital of Prohuman 2004 Kft. seated in Budapest, Hungary ("Prohuman”) ("Shares”) ("Agreement”). The new Agreement replaces the Agreement of 13 December 2016 ("Original Agreement”) about which the Issuer reported in current report 69/2016. The sale shall be made in three instalments.

The first instalment shall cover 12 % of shares in the share capital of Prohuman and shall take place on 27 July 2017 (“First Completion Date”) and will be made at a price 3.000.000.000 Hungarian forint (“HUF”).

The second instalment will cover 5 % of shares/quota in the share capital of Prohuman and shall take place no later than on 17 November 2017. The purchase price for such quota is PLN 20,538,720.54, which is payable not in cash, but the amount will be paid in the form of offsetting the stated claim with the Issuer's claims towards the Seller under the contract of transfer of dematerialized ownership of 1,896,187 ordinary bearer shares of the X series ("WS Shares") ("Shares Transfer Agreement"). The share transfer agreement and share issuance documentation regarding the WS Shares (“Share Issuance Documents”) shall be signed no later than on 27 July 2017. The WS Shares must be created and credited to Seller’s securities account by 17 November 2017. After the WS Shares are credited on Seller’s securities account, Seller will transfer the 5% quota covered by the second tranche to Issuer, which shall occur by 17 November 2017 the latest. If Seller does not fulfil timely its obligation regarding the quota transfer, then a penalty of HUF 250 million is payable by Seller to Issuer.

If the WS Shares are not credited to Seller’s securities account by 17 November 2017, then Issuer has to pay HUF 1,22 billion in cash to Seller until 20 November 2017 instead of transferring the WS Shares.

If the Share Issuance Documents regarding the WS Shares are not signed up to on 27 July 2017, then the first completion on 27 July 2017 shall be different: the first instalment shall cover 17 % of shares in the share capital of Prohuman will be made at a price 4.220.000.000 HUF.

The third instalment will cover 8 % of shares/quota in the share capital of Prohuman and shall take place up to on 27 November 2017 and will be made at a price 1.975.000.000 HUF. After the payment of this instalment, the Issuer will own 100% of Prohuman's share capital.

In case of any late payment, a default interest of 20% per annum shall apply.

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

Piotr Gajek - Vice -President of the Board