GIGROUP (GIG): The conclusion of annex to the significant agreement by the Issuer that covers, among others, granting a guarantee by the Issuer’s subsidiary companies - raport 34

Raport bieżący nr 34/2017

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

The Management Board of Work Service S.A. (hereinafter referred to as the “Issuer”, “Company”, “Bor-rower”) hereby informs that on 30 March 2017 the Company concluded an annex (hereinafter: Annex no. 1) to the loan agreement of 18 November 2015 (hereinafter: the Agreement) with Bank BGŻ BNP Paribas S.A., Raiffeisen Bank S.A., Bank Zachodni WBK S.A., Bank Millennium S.A. and Bank PKO BP Bank Polski (the banks shall be hereinafter collectively referred to as the Lenders).

On 18 November 2015, a loan agreement was concluded between the Agent as an agent, the Lenders as Lenders, the Borrower as a borrower and the Guarantors as guarantors (“Loan Agreement”). The information about this event was included in the current report no. 43/2015 of 19 November 2015.

The intention of the Parties is to change the Loan Agreement, in particular the accession to the Loan Agreement of Bank PKO BP Bank Polski S.A. as Lender 5 in the capacity of lender (as defined in the Loan Agreement).

The Parties signed Annex no. 1 amending the Agreement on the following terms:

a) Financing, in the form of loans granted under the Agreement (hereinafter: the Loan), has been extended by the Working Capital Loan in the amount of 55,000,000 PLN (in words: fifty five million 00/100 PLN) under terms specified in the Loan Agreement, granted by PKO BP Bank Polski S.A. – Lender 5, as a loan on the current account.

b) The Borrower shall use all amounts received as part of the Working Capital Loan to refinance the Financial Debt on account of the Loan Agreement with PKO BP and to finance the working capital.

c) The Borrower is obliged to make the repayment of the Working Capital Loan in its entirety, no later than on the Final Repayment Date, i.e. no later than after 3 years from the date of the con-clusion of the Agreement, with the stipulation that the Borrower is obliged to make the repay-ment of the Working Capital Loan 5, in a way that ensures that on 31 January 2018, 24 May 2018 and 17 November 2018 the sum of the paid Utilization Amounts as part of the Working Capital Loan with regard to the Working Capital Loan will not be higher than 48,400,000 PLN, 41,800,000 PLN or 35,000,000 PLN respectively.

d) Interest rate as part of the Agreement shall be the sum of the following components:

i. applicable Margin, calculated on the Interest Calculation Date according to the most current monitoring:

• Margin A for the Refinancing Loan and the Working Capital Loan, which applies from the date of the Agreement and, if the Debt Ratio is higher than 2,5 or there is no more current Moni-toring (for the avoidance of doubt, the Parties confirm that in the latter case Margin A is applied until the current Monitoring is provided). Margin A means 2,0% (200 bps) per an-num, with the stipulation that: (i) from 23 September 2016 until the date of fulfilling the following conditions (irrespective of the deadlines for their fulfilment): (a) the conclusion of an agreement regarding pledges on shares in Prohuman, in particular, between the Bor-rower as a pledger and the Lenders as pledgees (all the shares owned by the Borrower in Prohuman, no less than 75%); and (b) the condition, referred to in Clause 24.26 (Control + Rework Service NV), Margin A is increased by 0,5 percentage point (50 bps) per annum (ir-respective of any increase in Margin A on a different basis); or (ii) if by 31 December 2017 no consortium financing agreement is concluded that ensures the binding availability of funds in the amount allowing for the full refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been redeemed earlier), or if the Borrower adopts a disinvestment plan, which is subsequently approved by the Lenders and which ensures the refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been redeemed earlier), within deadlines specified in the disinvestment plan, Margin A is increased by 0,5 percentage point (50 bps) per annum (irrespective of any increase in Margin A on a different basis).

• Margin B for the Refinancing Loan and the Working Capital Loan, if the Debt Ratio is lower than or equal to 2,5 and higher than 2; Margin B means 1,9% (190 bps) per annum, with the stipulation that: (i) from 23 September 2016 until the date of fulfilling the following conditions (irrespective of the deadlines for their fulfilment): (a) the conclusion of an agreement regarding pledges on shares in Prohuman, in particular, between the Borrower as a pledger and the Lenders as pledgees (all the shares owned by the Borrower in Prohu-man, no less than 75%); and (b) the condition, referred to in Clause 24.26 (Control + Re-work Service NV), Margin B is increased by 0,5 percentage point (50 bps) per annum (irre-spective of any increase in Margin B on a different basis); or (ii) if by 31 December 2017 no consortium financing agreement is concluded that ensures the binding availability of funds in the amount allowing for the full refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been re-deemed earlier), or if the Borrower adopts a disinvestment plan, which is subsequently approved by the Lenders and which ensures the refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been redeemed earlier), within deadlines specified in the disinvestment plan, Margin B is increased by 0,5 percentage point (50 bps) per annum (irrespective of any in-crease in Margin B on a different basis).

• Margin C for the Refinancing Loan and the Working Capital Loan, if the Debt Ratio is lower than or equal to 2 and higher than 1,5; Margin C means 1,8% (180 bps) per annum, with the stipulation that: (i) from 23 September 2016 until the date of fulfilling the following conditions (irrespective of the deadlines for their fulfilment): (a) the conclusion of an agreement regarding pledges on shares in Prohuman, in particular, between the Borrower as a pledger and the Lenders as pledgees (all the shares owned by the Borrower in Prohu-man, no less than 75%); and (b) the condition, referred to in Clause 24.26 (Control + Re-work Service NV), Margin C is increased by 0,5 percentage point (50 bps) per annum (irre-spective of any increase in Margin C on a different basis); or (ii) if by 31 December 2017 no consortium financing agreement is concluded that ensures the binding availability of funds in the amount allowing for the full refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been re-deemed earlier), or if the Borrower adopts a disinvestment plan, which is subsequently approved by the Lenders and which ensures the refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been redeemed earlier), within deadlines specified in the disinvestment plan, Margin C is increased by 0,5 percentage point (50 bps) per annum (irrespective of any in-crease in Margin C on a different basis) or

• Margin D for the Refinancing Loan and the Working Capital Loan, if the Debt Ratio is lower than or equal to 1,5. Margin D means 1,4% (140 bps) per annum, with the stipulation that (i) from 23 September 2016 until the date of fulfilling the following conditions (irrespec-tive of the deadlines for their fulfilment): (a) the conclusion of an agreement regarding pledges on shares in Prohuman, in particular, between the Borrower as a pledger and the Lenders as pledgees (all the shares owned by the Borrower in Prohuman, no less than 75%); and (b) the condition, referred to in Clause 24.26 (Control + Rework Service NV), Margin D, is increased by 0,5 percentage point (50 bps) per annum (irrespective of any in-crease in Margin D on a different basis); or (ii) if by 31 December 2017 no consortium fi-nancing agreement is concluded that ensures the binding availability of funds in the amount allowing for the full refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been redeemed earlier), or if the Borrower adopts a disinvestment plan, which is subsequently approved by the Lenders and which ensures the refinancing of the Loans granted on the basis of the Loan Agreement, Existing Bonds and Permitted Bonds (insofar as such bonds have not been redeemed earlier), within deadlines specified in the disinvestment plan, Margin D is increased by 0,5 percentage point (50 bps) per annum (irrespective of any increase in Margin C on a different basis).

ii. The cost of funds:

• For the Refinancing Loan – WIBOR for 3-month deposits

• For the Working Capital Loan – WIBOR for 1-month deposits

iii. Other mandatory costs resulting from the provisions of law (only if applicable).

e) Under “Guarantees” clause the Agreement currently provides for the following collaterals, in-cluding, in particular:

i. A Guarantee is granted up to the maximum amount of 360,000,000 PLN, with the stipulation that from the date, on which the Amount Obtained from the Permitted IPO exceeds the amount of 79,000,000 PLN, the Guarantee granted by selected Guarantors is granted up to the maximum amount of 90,000,000 PLN.

ii. Each Guarantee shall remain valid and effective until 31 December 2022, or un-til the date, on which all receivables of the Lenders, based on the Financial Doc-uments, are unconditionally and irrevocably, and fully satisfied, and expire, whichever is earlier.

iii. Each Guarantor confirms that it is their intention that each Guarantee remains fully valid and effective at any time, irrespective of any changes or novations of any of the Financial Documents.

iv. The Lender may assert any rights resulting from the Guarantee, irrespective of the Collaterals established on the basis of Collateral Documents.

f) Waiving of rights by the Lenders

.1 As of the date, on which the Amount Obtained from the Permitted IPO is larger than 79,000,000 PLN: (i) the Lenders (excluding PKO BP Bank Polski S.A.) waive the rights resulting from: (a) the statements of Guarantor 3 of 18 November 2015 submitted to the benefit of the Lender 1, Lender 2, Lender 3 and Lender 4, on voluntary submission to enforcement pursuant to Article 777 of the Code of Civil Procedure; and (b) the statements of Guarantor 4 of 18 November 2015 submitted to the benefit of the Lender 1, Lender 2, Lender 3 and Lender 4, on voluntary submission to enforcement pursuant to Article 777 of the Code of Civil Procedure, insofar as the maximum amount to which Guarantor 3 and Guarantor 4 submitted themselves to enforcement in relation to each of the Lenders indicated above exceeds 17,500,000 PLN; (ii) Lender 5 waives the rights resulting from: (a) the statement of Guarantor 3 of 30 March 2017 submitted to the benefit of Lender 5, on voluntary submission to enforcement pur-suant to Article 777 of the Code of Civil Procedure; and (b) the statement of Guarantor 4 of 30 March 2017 submitted to the benefit of the Lender 5, on voluntary submission to enforcement pursuant to Article 777 of the Code of Civil Procedure, 
insofar as the maximum amount, to which Guarantor 3 and Guarantor 4 submitted themselves to enforcement in relation to Lender 5, exceeds 20,000,000 PLN; (iii) Lender 1, Lender 2, Lender 3, Lender 4 and Lender 5 waive the rights resulting from the statements of Guarantor 12 of 30 March 2017 submitted to the benefit of the Lender 1, Lender 2, Lender 3, Lender 4 and Lender 5 on voluntary submission to enforcement pursuant to Article 777 of the Code of Civil Procedure, insofar as the maximum amount, to which Guarantor 12 submitted itself to enforcement in relation to Lender 1, Lender 2, Lender 3 and Lender 4, exceeds 17,500,000 PLN, and in relation to Lender 1, Lender 2, Lender 3 and Lender 5 exceeds 20,000,000 PLN; (iv) the Agent undertakes to satisfy its claims only to the maximum amount that equals 90,000,000 PLN with regard to each of the following agreements: (i) the agreement for assignment of rights from trade claims as collateral of 18 November 2015, concluded between Guarantor 4 as an assignor and the Agent as an assignee (un-disclosed assignment); and (ii) the agreement for assignment of rights from trade claims as collateral of 30 March 2017, concluded between Guarantor 4 as an assignor and the Agent as an assignee (undis-closed assignment)

g) Amendments to collateral documents

.2 The Lenders undertake, within 21 days from the date, on which the Amount Obtained from the Permitted IPO is larger than 79,000,000 PLN, to conclude annexes, on the basis of which the maximum amount of collateral with regard to a single register pledge will be decreased to 90,000,000 PLN, with regard to the following agreements: (i) the agreement for register pledge and financial pledges on rights from the bank accounts of 18 November 2015, concluded between Guarantor 3 as a pledger, Lenders as pledgees of the financial pledge and the Agent as an administrator of the register pledge; (ii) the agreement for register pledge and financial pledges on rights from the bank accounts of 18 November 2015, concluded between Guarantor 4 as a pledger, Lenders as pledgees of the financial pledge and the Agent as an administrator of the register pledge; and (iii) the agreement for register pledge on assets of 18 November 2015, concluded between Guarantor 3 as a pledger and the Agent as an administrator of the register pledge.

h) Detailed conditions of the Agreement do not deviate from the market standards used in similar loan agreements. The Agreement meets the criterion for being recognized as a significant agreement due to the fact that its value exceeds the 10% threshold of the Issuer's own capital.

As a result of conducted analysis, the Issuer decided that it is justified to qualify the above-mentioned information as confidential information according to Art. 17 sec. 1 MAR subject to the publication in form of this report.

Legal basis:

art. 17 sec. 1 MAR (Regulation of the European Parliament and of the Council (EU) NO. 596/2014 of 16 April 2014 on on the Market Abuse and repealing the Directive 2003/6/EC of the European Parliament and of the Council 2003/124/EC, 2003/125/EC i 2004/72/EC).