| Work Service S.A. Management Board ("Issuer" or "Company") - in relation to the current reports: (i) no. 10/2020 regarding the conclusion of negotiations with the lending banks of the Issuer ("Banks") concerning the change of financing conditions of the Issuer, (ii) No 12/2020 on the conclusion of an agreement with the company Gi International S.R.L., Milan, Italian Republic, owned by Gi Group S.P.A. ("Investor"), investment agreement of 13 February 2020. ("Investment Agreement") specifying, among others, the conditions and principles of granting financing to the Company by the Investor for the purpose of restructuring the existing debt of the Company to the Banks and financing the current activities of the group of the Company, and (iii) No. 27/2020 concerning the conclusion by the Issuer of a preliminary agreement with the Banks covering the arrangements for the restructuring conditions of the Issuer's debt - announces that today negotiations between the Company, GI Group S.P.A. and the Banks, concerning the detailed documentation specifying the conditions for the restructuring of the Issuer's debt to the Banks resulting from the credit agreement of 18 November 2015, have been completed, with later amendments, concluded between, among others, the Banks and the Company ("Loan Agreement") ("Restructuring Agreement"). As a result of the implementation of the Restructuring Agreement, the target debt restructuring shall be carried out on the basis of a partial agreement, which the Company and the Banks plan to conclude in subsequent weeks or months as part of the procedure to approve the agreement within the meaning of the Restructuring Law ("Agreement"). The Restructuring Agreement shall provide for partial repayment and partial reduction (haircut) under the Agreement of the Bank's receivables towards the Company under the Loan Agreement in the amount of the principal receivable of approximately PLN 110,350,000.00 ("Existing Bank Debt") to the amount corresponding to 50% of the principal receivable ("Repayment Amount"), as well as, among others, redemption of the whole of interest on the principal receivable under the Loan Agreement. The Repayment Amount shall be repaid by the Company to the Banks in amounts corresponding to quarterly instalments in accordance with a fixed repayment schedule, whereby the first payment shall take place by 30 September 2020 and the last by 30 June 2023. Interest on the Repayment Amount will be charged in the amount of WIBOR 3M + 200 bps per year. The Restructuring Agreement shall enter into force upon fulfilment of in particular the following conditions precedent ("Conditions Precedent"): (a) conclusion by GI Group S.P.A. ("New Guarantor") with each of the Banks a conditional surety under Polish law, enforceable in the Italian Republic ("Surety Agreement") as security for the repayment due to the Banks of the Repayment Amount together with interest, commissions and other incidental claims (on the terms and conditions set out in a separate document agreed between the New Guarantor and the Banks; (b) conclusion of an Annex no. 8 to the Loan Agreement, introducing the principles and scope of repayment set out in the Restructuring Agreement ("Annex no. 8"); (c) the Investor's acquisition of at least 50% of the Company's shares plus one Company share; (d) the settlement by the Company and its Polish subsidiaries of their due liabilities to the Tax Office and the Social Insurance Institution (ZUS) on the basis of the agreed financing provided by the Investor or conclusion by the Company and its Polish subsidiaries with the Tax Office or the Social Insurance Institution (ZUS) of arrangements with respect to unpaid public-law liabilities; (e) repayment with redemption or purchase at a discount of the Company's Series SHB, W, X and Z bonds, where the amount of repayment or purchase price shall not be higher than 30% of their nominal value, subject to the SHB series bonds, in which case full repayment shall be allowed, (f) confirmation by the New Guarantor the entry into force of the Surety Agreement and submission of a statement on voluntary submission to enforcement under Article 777 of the Civil Procedure Code for the benefit of each Bank ("New Guarantor's Statements") and a similar agreed document under Italian law; (g) presentation to the Banks by the Investor or an entity from the Investor's group to prove that the Investor has sufficient funds to finance the acquisition of shares in the Company and to provide the Company and its subsidiaries with financing; (h) no unagreed amendments to the Investment Agreement, material breach, invalidity, termination or other withdrawal by the Investor from transactions provided for in the Investment Agreement; (i) submission by the Company in favour of the Banks of statements on voluntary submission to enforcement pursuant to Article 777 of the Civil Procedure Code up to the amount of 150% of the Existing Bank Debt ("Company’s Statements"). The Restructuring Agreement specifies a catalogue of circumstances allowing for its termination by the Banks at various stages of the restructuring process, e.g. in the event of failure to comply with all Conditions Precedent by a specified date. Moreover, under the terms and conditions agreed in the Restructuring Agreement, the Company, in specific circumstances, may be obliged to pay to the Banks an additional commission or contractual penalty in case of sale of shares in ProHuman 2004 Kft, as well as to make an early repayment of the remaining Repayment Amount. The Restructuring Agreement also specifies the Company's obligations and liabilities due to the Banks under the Loan Agreement, including a modified (in the Company's opinion significantly reduced and more flexible) catalogue of breaches that may lead to an obligation to repay the Repayment Amount early. Following the entry into force of the Restructuring Agreement, the Banks' receivables under the Loan Agreement will be secured by a surety established on the basis of the Surety Agreement (together with the New Guarantor's Statements), a pledge on shares in ProHuman 2004 Kft and the Company's Statements ("Collaterals”). After that date, the Banks shall be obliged to release all other collaterals established for the benefit of the Banks under the Loan Agreement, including in particular collaterals of subsidiaries and pledges on their shares and assets. Legal basis: Article 17 section 1 MAR _EU_Regulations of the European Parliament and of the Council _UE_ No 596/2014 of 16 April 2014 on market abuse _Regulation on market abuse 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 | |
