RB 59:Fulfillment of certain conditions precedent described in the preliminary conditional share purchase agreement regarding the shares in Exact Systems S.A.
Firma: WORK SERVICE SPÓŁKA AKCYJNASpis treści:
1. RAPORT BIEŻĄCY
2. MESSAGE (ENGLISH VERSION)
3. INFORMACJE O PODMIOCIE
4. PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ
| KOMISJA NADZORU FINANSOWEGO | ||||||||||||
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| Raport bieżący nr | 59 | / | 2018 | ||||||||
| Data sporządzenia: | 2018-10-26 | |||||||||||
| Skrócona nazwa emitenta | ||||||||||||
| WORK SERVICE S.A. | ||||||||||||
| Temat | ||||||||||||
| Fulfillment of certain conditions precedent described in the preliminary conditional share purchase agreement regarding the shares in Exact Systems S.A. | ||||||||||||
| Podstawa prawna | ||||||||||||
| Art. 17 ust. 1 MAR - informacje poufne. | ||||||||||||
| Treść raportu: | ||||||||||||
| The Management Board of Work Service S.A. (the "Issuer"), with reference to the current report no. 56/2018 dated 4 October 2018, informs that on 26 October 2018 another two conditions precedent described in the preliminary share purchase agreement relating to the sale of shares in Exact Systems S.A. with its registered office in Częstochowa (the “PSPA”) (the “Transaction”) (the “Company”) concluded between the Issuer and Remango Investments Sp. z o.o. with its registered office in Warsaw (the “SPV”, and together with the Issuer – the “Parties”), a special purpose vehicle whose shares are held by Mr. Paweł Gos, Mr. Lesław Walaszczyk and a fund co-managed by CVI Dom Maklerski Sp. z o.o. has been fulfilled. The conditions precedent fulfilled today related to obtaining of funds for financing of the Transaction by the Company and the SPV. On 26 October 2018 the Company and the SPV signed with Bank Polska Kasa Opieki S.A. with its registered office in Warsaw a term and open-end credit facility agreement up to the amount of PLN 175,000,000. On 25 October 2018, first condition precedent described in the PSPA has been fulfilled, which was communicated by the Issuer by current report no. 58/2018 dated 25 October 2018. On 17 September 2018, SPV has obtained from the President of the Office for Competition and Consumer Protection (in Polish: Urząd Ochrony Konkurencji i Konsumenta) in Poland a consent for concentration, which was communicated by the Issuer by current report no. 51/2018 dated 20 September 2018. The Parties are now waiting for fulfillment of remaining conditions precedent described in the PSPA. Parties’ intention is to complete the Transaction and conclude the definitive share purchase agreement by 31 October 2018. Selling of Exact Systems S.A. shares by the Issuer is a consequence of decided by the Management Board strategic options in the range of the future of subsidiary Exact Systems (Current report 79/2017 dated October 23rd 2017) and execution of adopted Development and Restructuring Strategy for the Work Service Group for years 2018-2020 (Current Report 82/2017 dated November 28th 2017). Based on adopted Strategy, the Issuer is reducing acquisitions earn-out liabilities toward minorities in Group subsidiaries and planning to vote cash acquired on sales of Exact Systems S.A. mainly for further adjusting Group financial structure by its progressive debt deleveraging. 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. | ||||||||||||
| MESSAGE (ENGLISH VERSION) | |||
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| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |||||
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | ||
| 2018-10-26 | Tomasz Ślęzak | Vice-President of the Management Board | |||
| 2018-10-26 | Iwona Szmitkowska | Vice-President of the Management Board | |||
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