RB 109:Assessment of the Company's Management Board as to the occurrences taking place in the Prohumán subsidiary company
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 | 109 | / | 2020 | ||||||||
| Data sporządzenia: | 2020-12-31 | |||||||||||
| Skrócona nazwa emitenta | ||||||||||||
| WORK SERVICE S.A. | ||||||||||||
| Temat | ||||||||||||
| Assessment of the Company's Management Board as to the occurrences taking place in the Prohumán subsidiary company | ||||||||||||
| Podstawa prawna | ||||||||||||
| Art. 17 ust. 1 MAR - informacje poufne. | ||||||||||||
| Treść raportu: | ||||||||||||
| Management Board of Work Service S.A. (the “Issuer”, the “Company”) informs that today's the Company’s Management Board, preceded by the position of external legal advisors, has conducted a multi-faceted analysis of information concerning facts and circumstances indicating a number of difficulties with regard to the possibility of effective ownership and management influence on the Hungarian company Prohumán 2004 Munkaerő Szolgáltató és Tanácsadó Kft. with its registered office in Budapest, where the Issuer holds shares representing a majority (80.22%) of the votes at the General Meeting of Shareholders ("Prohumán"), caused by the unfavourable attitude of Profólió Projekt Tanácsadó Kft. with its registered office in Budapest, which is a minority shareholder of Prohumán ("Profólió"), and the three (out of four) associated Managing Directors of Prohumán - including as regards the effective exercise of certain of the Issuer's powers as a shareholder of Prohumán (in particular due to Profóliólió's challenge to the appointment of one of the Managing Directors of Prohumán, delegated by the Issuer to perform this function) - prompted the Company's Management Board to formulate an assessment that the resulting corporate dispute has reached a level of intensity which may pose a significant threat - at least periodically (but for an unspecified period of time) - to the Issuer's ability to exercise appropriately effective control over Prohumán. The relationship between the Issuer and Profólió, based on a number of contractual relationships (in particular, those under the quotaholders agreement) that have arisen over the past period, has indeed allowed them to exercise joint control over Prohumán; however, there have been discrepancies this year in certain decisions of Prohumán's corporate bodies, including the appointment of the sole Managing Director in Prohumán on the basis of the Issuer's nomination; the other Managing Directors have so far failed to report his appointment to the relevant court register and do not allow him to serve. Acts and omissions that are detrimental to the interests of the Issuer and have been taken by Prohumán's Managers in conflict with the Issuer and by Profólió are in breach of the law and the Prohumán Articles of Association. The Issuer is seeking to remedy the deficiencies in the operations of Prohumán, including through appropriate proceedings before a competent court, and intends to take further steps in this regard with the professional assistance of Hungarian legal advisors. The aim of these measures is to restore Prohumán to legal and statutory compliance, first of all, by obtaining an entry of the Managing Director in the court register. In the opinion of the Issuer's Management Board, the continuation or intensification of this dispute - which may manifest itself in the complete cessation of Profólió or Prohumán's cooperation with the Issuer (especially as regards the proper provision by Prohumán of the necessary financial information and data or the appointment of an auditor for Prohumán and its subsidiaries) - increases the risk of serious adverse consequences for the Issuer or its capital group, in particular in the area of financial statements consolidation. However, it is not possible for the Issuer's Management Board to present financial effects (even if projected) in the event of such consequences, including as regards the impact on both the Issuer's separate and consolidated financial statements. As a result of the analysis, the Issuer decided that it is justified to classify the information referred to above as confidential information within the meaning of Art. 17.1 of the Polish Civil Code, to be published in the form of this report. Legal basis: Art. 17.1 of MAR (Regulation (EU) No. 596/2014 of the European Parliament and of the Council 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 Directives 2003/124/EC, 2003/125/EC and 2004/72/EC). Signatures: Iwona Szmitkowska – Vice-President of the Management Board Nicola Dell'Edera - Vice-President of the Management Board | ||||||||||||
| MESSAGE (ENGLISH VERSION) | |||
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| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |||||
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | ||
| 2020-12-31 | Iwona Szmitkowska | Vice-President of the Management Board | |||
| 2020-12-31 | Nicola Dell'Edera | Vice-President of the Management Board | |||
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