| The Management Board of Gi Group Poland S.A. ("Company" or "Issuer"), with reference to the current report No.: (i) 70/2021 (ii) 71/2021 communicates that on 16 December 2021 the Company signed an share purchase agreement with Sun Group Kereskedelmi és Szolgáltató Korlátolt Felelősségű Társaság (“Sun Group”) concerning the sale of the entire 80.22% quota in the registered capital (“Gi Group Poland Quota”) owned in the Issuer’s Hungarian subsidiary Prohumán 2004 Munkaerő Szolgáltató és Tanácsadó Korlátolt Felelősségű Társaság (“Prohumán”) to Sun Group (“Transaction”). The Transaction is subject to standard conditions precedent to closing, including, Sun Group having to obtain antitrust clearance from the Hungarian Competition Authority. The Company and Sun Group expect that, upon satisfaction of all conditions to closing, the Transaction will be completed no later than 30 April 2022. The purchase price for the Gi Group Poland Quota (the value of the proceeds accruing to the Company from the sale of the Gi Group Poland Quota) is PLN 147,500,000 (one hundred forty-seven million five hundred thousand Polish zlotys). In addition to payment of the purchase price, Sun Group will also assume the obligation to repay to Prohumán (without further consideration to be performed by the Company) the total amount (consisting of principal and any accrued but unpaid interest) of various loans made in previous years by Prohumán to the Company (“Gi Group Poland Loan”). As of today, the total principal outstanding under the Gi Group Poland Loan amounts to HUF 2,973,943,200 (two billion nine hundred seventy-three million nine hundred forty-three thousand two hundred Hungarian forints). The payment of the purchase price and the assumption of the liability to repay the Gi Group Poland Loan will be effected by Sun Group at closing of the Transaction. As part of the future financing of the Transaction, the Company has given its consent to Prohumán to guarantee the debt financing to be raised by Sun Group to fund the acquisition of the Gi Group Poland Quota. In case the Transaction is not consummated, the guarantee given by Prohumán to Sun Group shall be cancelled. Until the completion of the Transaction, the mandate given by the Company to Blackwood Capital Group (UK) Limited for the preparation and conduct of the sale process of Prohumán (about which the Issuer informed in the current report No. 108/2020 ) has been suspended. The Company and Profólió Projekt Tanácsadó Kft., the 19.78% minority quotaholder in Prohumán, (“Profólió”) have agreed to suspend all of their existing respective payment and other obligations under various agreements between them until the closing of the Transaction. Subject to the consummation of the Transaction, the Company and Profólió have also agreed to settle or terminate all legal proceedings between the Company and Profólió at the closing of the Transaction. Certain of these legal proceedings were initiated by the Company against Prohumán in connection with the Company’s loss of control in accordance with the International Financial Reporting Standards of its majority-owned subsidiary Prohumán in the past (about which the Issuer informed in the current reports No. 109/2020 and No. 17/2021). The Company and Sun Group have each deposited the amount of EUR 1,800,000 (one million eight hundred thousand Euros) with the escrow agent acting for the Transaction. Each of the Company and Sun Group, respectively, will be entitled to receive the other party’s security deposit in the event that the closing of the Transaction does not occur as a result of a termination of the share purchase agreement by the party in question due to a breach by the other party. Gi Group SpA with its registered seat in Milan, Italy undertook joint liability for the obligations of the Company within the Transaction. As a result of the analysis carried out, the Issuer assumed that qualification of the above-mentioned information as confidential within the meaning of Art. 17 (1) MAR, subject to publication in the form of this report, is justified. Legal basis: Art. 17(1) and (4) 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 – President of the Management Board Nicola Dell’Edera – Vice President of the Management Board | |
