GIGROUP (GIG): Transaction of sale of shares in the Subsidiary - raport 63

Raport bieżący nr 63/2017

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 30 June 2017 the Issuer and PROLOGICS (UK) LLP with the registered office in London, registered under number OC314997 ("Buyer") concluded an Agreement for sale of 100% shares ("Shares") in ProService Worldwide (Cyprus) Limited - established in accordance with the law of the Republic of Cyprus registered under the number HE 209802, based in Nicosia ("ProService") (Agreement").

The sale shall be made in two instalments:

1.The first instalment shall cover 3.430 shares representing 49% in share capital of ProService and shall take place at the date of conclusion of the Agreement, that is on 30 June 2017.

2.The second instalment will cover 3.570 shares representing 51% in share capital of ProService and shall take place on 30 July 2018.

The sales price for Shares shall consist of the amount of PLN 7.000.000 and the price referred to as "Guarantee Price", which is a guarantee of the debt held by ZAO "Work Service" (joint stock company) based in Moscow and ProService, to the amount of the PLN 20.500.000,00

The price for the sale of Shares shall be paid by 30 July 2018.

As a collateral of the Agreement, the Buyer undertakes to establish pledge on 2.250.000 of Issuer’s shares ("Shares") held by them. The collateral pledged as security for the Agreement will be established by 30 July 2018 after the release of the pledge on Shares, established for the consortium of banks BANK BGŻ BNP PARIBAS S.A,, BANK MILLENNIUM S.A., "BANK ZACHODNI WBK S.A.”,RAIFFEISEN BANK POLSKA S.A., POWSZECHNA KASA OSZCZĘDNOŚCI BANK POLSKI S.A. under the pledge agreement of 18 November 2015, annexed on 13 April 2017, securing the loan, to which the Issuer is the beneficiary.

The provisions of the Agreement concerning the pledge on Shares are included provided that the General Meeting of Issuer’s Shareholders consents to the pledge on Issuer’s own shares.

Within 30 days from the date of entering into the Agreement, PROLOGICS (UK) LLP has pledged to grant to the Issuer a power of attorney to sign on behalf of PROLOGICS (UK) LLP a pledge agreement on Shares under which the Issuer will be able to sign the pledge agreement with or with the consent of Baker McKenzie Krzyżowski i wspólnicy sp. k. by July 30, 2018

A part of the transaction is also the release by the Issuer of ZAO "Work Service" based in Moscow and ProService in the total amount of 3.662.122 PLN, 595.114.159,60 Ruble Russian and 17.304,79 Euro from any debt. The release shall take place on the date of purchase of 100 % Shares by the Buyer in ProService.

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