RB 27:Conclusion by the Issuer of a preliminary agreement with crediting banks covering arrangements related to the terms and conditions of debt restructuring of the Issuer
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 | 27 | / | 2020 | ||||||||
| Data sporządzenia: | 2020-04-24 | |||||||||||
| Skrócona nazwa emitenta | ||||||||||||
| WORK SERVICE S.A. | ||||||||||||
| Temat | ||||||||||||
| Conclusion by the Issuer of a preliminary agreement with crediting banks covering arrangements related to the terms and conditions of debt restructuring of the Issuer | ||||||||||||
| Podstawa prawna | ||||||||||||
| Art. 17 ust. 1 MAR - informacje poufne. | ||||||||||||
| Treść raportu: | ||||||||||||
| The Management Board of Work Service S.A. (“Issuer” or “Company”) - in relation to the current reports: (i) no. 10/2020 - on completion of negotiations with banks crediting the Issuer („Banks”) on changing terms and conditions of financing of the Issuer, and (ii) no. 12/2020 – on conclusion with the company operating under the business name of Gi INTERNATIONAL S.R.L. with its registered office in Milan, the Italian Republic, owned by Gi Group SpA (the „Investor”), of an investment agreement of 13 February 2020 (the „Investment Agreement”) specifying, on account of a planned transaction of taking over by the Investor control over the Company, e.g. terms and conditions of providing the Company with financing by the Investor for the purpose of restructuring the existing debt of the Company towards Banks („Restructuring”) and financing of the current activity of the Company’s capital group– hereby informs that on 24 April 2020 the preliminary agreement concerning Restructuring (the “Settlement”) was concluded between the Company and the Banks (the „Parties”). The Settlement contains arrangements as to the terms and conditions of the Restructuring, covering primarily partial repayment and partial reduction of the Company's receivables from the Banks under the credit agreement of 18 November 2015 between the Company and the Banks. (subsequently amended by annexes) ("Credit Agreement"), in the amount of PLN 110,350,000.00 (the "Existing Debt Towards Banks") by 50% in the scope of the main claim, i.e. up to the amount of PLN 55,175,000.00 (“Repayment Amount”) on terms and conditions agreed with each of the Banks (the "Reduction"). The Reduction will be carried out on the basis of an agreement between the Company and Banks, regulating the detailed conditions and mode of Restructuring, which the Company and Banks will prepare and negotiate in connection with the signed Settlement in the coming days (the "Agreement") and after meeting in particular the following conditions precedent in force of the Agreement: a) acquisition by the Investor of at least 50% of the Company’s shares plus one Company share, b) repayment by the Company and its Polish subsidiaries their due liabilities to the Tax Office and the Social Insurance Institution (ZUS) as a result of payments by the Investor of agreed financing (excluding, however, liabilities covered by the agreement with ZUS), c) total repayment or purchase by the Company or the Investor or an entity related to the Company or the Investor of the Company's bonds of the SHB, W, X and Z series or redemption of the Company's obligations towards the bondholders of these bonds (where the repayment level or purchase price will not be higher than 30%, subject to the SHB series bonds, in which case total repayment is allowed), d) granting by Gi Group S.p.A. a company formed in accordance with Italian law, based in Milan, ("Guarantor") for each of the Banks, a conditional surety under Polish law, enforceable in the Italian Republic ("Guarantee") as collateral for repayment to Banks Amount of Repayment with interest, commissions and other incidental claims (on the terms and conditions set out in a separate document agreed between the Guarantor and the Banks). Pursuant to the Settlement, the deadline for the fulfilment of conditions precedent and entry into force of the Agreement will be July 31, 2020. The Repayment Amount will be payable to the Banks in equal quarterly instalments, and its repayment has been spread over three years, with the first payment to be made by 30 September 2020, and the last by 30 June 2023. Interest on the Repayment Amount will be charged at WIBOR 3M + 200 bps per year. Pursuant to the Settlement, the Agreement will also contain a number of provisions making the Company's obligations towards the Banks under the Credit Agreement more flexible, including a modified catalog of violations that may result in the obligation to repay the Repayment Amount early and the Company's obligations towards the Banks. In addition, according to the Settlement, after the Guarantor has granted the Guarantee, Banks will be obliged to release most of the collaterals established for the benefit of the Banks under the Credit Agreement, with the exception of pledges on the shares of ProHuman 2004 Kft, which will be maintained until the loans are repaid. As a result of the analysis carried out, the Issuer assumed that qualification of the above-mentioned information as confidential within understanding of Art. 17 sec. 1 MAR, subject to publication in the form of this report, is justified. Legal basis: Art. 17(1) of Regulation 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 – President of the Management Board Jarosław Dymitruk - Vice-President of the Management Board | ||||||||||||
| MESSAGE (ENGLISH VERSION) | |||
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| PODPISY OSÓB REPREZENTUJĄCYCH SPÓŁKĘ | |||||
| Data | Imię i Nazwisko | Stanowisko/Funkcja | Podpis | ||
| 2020-04-24 | Iwona Szmitkowska | President of the Management Board | |||
| 2020-04-24 | Jarosław Dymitruk | Vice-President of the Management Board | |||
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