RB-W 66:Notification on indirect acquisition of Work Service S.A. shares and fulfilment of the conditions precedent under the Restructuring Agreement and the Financing Agreement
Firma: WORK SERVICE SPÓŁKA AKCYJNASpis treści:
1. RAPORT BIEŻĄCY
2. MESSAGE (ENGLISH VERSION)
3. INFORMACJE O PODMIOCIE
4. PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
Spis załączników:
| KOMISJA NADZORU FINANSOWEGO | |||||||||||
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| Raport bieżący nr | 66 | / | 2020 | |||||||
| Data sporządzenia: | 2020-08-25 | ||||||||||
| Skrócona nazwa emitenta | |||||||||||
| WORK SERVICE S.A. | |||||||||||
| Temat | |||||||||||
| Notification on indirect acquisition of Work Service S.A. shares and fulfilment of the conditions precedent under the Restructuring Agreement and the Financing Agreement | |||||||||||
| Podstawa prawna | |||||||||||
| Art. 70 pkt 1 Ustawy o ofercie - nabycie lub zbycie znacznego pakietu akcji | |||||||||||
| Treść raportu: | |||||||||||
| The Management Board of Work Service S.A. (hereinafter: "Company" or “Issuer”), informs of receiving - pursuant to art. 69 par. 1 point 1) in connection with art. 87 par. 5 point 1of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2019, item 623, as amended) (hereinafter: "the Act"), from GI International S.R.L. with its seat in Milan, Italian Republic ("GI") - a notice containing information on the indirect acquisition of shares in the share capital of the Company ("Notification"). The Notification is based on the conclusion, on August 21, 2020, of an agreement for the sale of shares representing 100% of the share capital of WorkSource Investments S.á r.l. ("WorkSource") between PineBridge New Europe Partners II, L.P. as the seller and GI as the buyer (the "Transaction"), where GI indicated in the Notification that: 1) WorkSource holds 13,714,286 shares of the Company representing 20.91% of the share capital of the Company and entitling to 13,714,286 votes at the general meeting of the Company, representing 20.91% of the total number of votes in the Company, 2) the Transaction was performed upon the conclusion of the share sale agreement, therefore, as a result of the Transaction, 13,714,286 shares of the Company were indirectly acquired by GI. In the Notification, GI also indicated that before the Transaction, GI held directly 19,546,224 shares of the Company representing 29.8% of the share capital of the Company and entitling to exercising 19,546,224 votes at the general meeting of the Company, representing 29.8% of the total number of votes in the Company. As a result of the Transaction, GI currently holds 33,260,510 shares of the Company, of which: 1) directly holds 19,546,224 shares of the Company; 2) indirectly holds 13,714,286 shares of the Company; representing 50.71% of the share capital of the Company and authorizing to exercise 33,260,510 votes at the general meeting of the Company, constituting 50.71% of the total number of votes of the Company. A subsidiary of GI is WorkSource, which holds 13,714,286 shares in the Company, representing 20.91% of the Company's share capital. Consequently and given the above, in relation to the current reports: (i) No. 1/2020 on beginning negotiations with creditors and shareholders of the Company and its subsidiaries with regard to the ongoing process of reviewing of strategic options; (ii) No. 4/2020 on conclusion of negotiations with key shareholders of the Company on business conditions of sale of shares of the Company to the industry international investor; (iii) No. 9/2020 on changing business conditions of sale of shares of the Company through key shareholders of the Company to the industry international investor; (iv) No. 12/2020 and No. 12/2020 K, on the conclusion with the company under the name GI International S.R.L., with its registered office in Milan, Italian Republic, owned by Gi Group S.P.A. (“Investor”), investment agreement of 13 February 2020 (“Investment Agreement”) specifying, among other things, the terms and conditions of granting financing to the Company by the Investor for the purposes of restructuring the Company's existing debt to the Banks and financing the current operations of the Company's Capital Group; (v) No. 13/2020 concerning the conclusion of agreements between the Company's shareholders and the Investor granting the Investor the right to acquire from the shareholders at minimum 55.89% of the Company's shares; (vi) No. 42/2020 on conclusion of a cooperation agreement on debt restructuring between the Company and the Issuer's lending banks (“Restructuring Agreement”); (vii) No. 54/2020 on conclusion of a financing agreement between the Company and the Investor (“Financing Agreement”); (viii) No. 61/2020 on notice on purchase of 29.8% of the total number of shares of the Company by the Investor; the Issuer hereby informs that in connection with the acquisition by the GI of 50.71% of the total number of the Company's shares, today one of the conditions precedent to the entry into force of the Restructuring Agreement, of which the Company informed in item (c) of current report No. 42/2020, has been fulfilled, and (ii) the last of the conditions precedent to the entry into force of the Financing Agreement, of which the Company informed in item (a) of current report No. 54/2020, as a result of which the Financing Agreement entered into force. The Notification, referred to in this current report, constitutes Appendix No. 1 to this report. Legal basis: Art. 70 point 1) of the Act of July 29, 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and Public Companies (Journal of Laws of 2019, item 623, as amended) Signatures: Thibault Lefebvre –President of the Management Board Iwona Szmitkowska – Vice-president of the Management Board | |||||||||||
| Załączniki | |||||||||||
| Plik | Opis | ||||||||||
| notyfikacja 69.pdf notyfikacja 69.pdf | Appendix No 1 | ||||||||||
| MESSAGE (ENGLISH VERSION) | |||
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| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |||||
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | ||
| 2020-08-25 | Thibault Lefebvre | President of the Management Board | |||
| 2020-08-25 | Iwona Szmitkowska | Vice-president of the Management Board | |||
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