| The Management Board of Work Service S.A. („Issuer”) informs that on 13 December 2016 the Issuer, as buyer, concluded with Profólió Projekt Tanácsadó Kft. („Seller”) seated in Budapest, Hungary, a new, conditional sale agreement of 25% of shares in the share capital of Prohuman 2004 Kft. seated in Budapest, Hungary („Prohuman”) of total value of HUF 6,100,000,000.00 representing 25% votes on meeting of shareholders of Prohuman („Shares”) („Agreement”), which replaced the existing option agreement concluded between the Issuer and the Seller on 28 March 2014 regarding 25% of shares in the share capital of Prohuman. The subject of this Agreement is conditional sale of Shares, as a result of which the Issuer on the day of completion of the Agreement, i.e. 27 June 2017 ("Completion Date") will acquire 25% of shares in the share capital of the company Prohuman, which together with currently held shares gives 100% in the share capital Prohuman. The Issuer is obliged to pay the remuneration in the amount of HUF 6,100,000,000.00, 20 % of which (i. e. the amount of HUF 1,220,000,000.00) the Issuer is entitled to pay on the Day of Completion in the form of set-off of this claim against the claim, to which the Issuer is entitled towards the Seller under the agreement of transfer of ownership of dematerialised shares of the Issuer (the "Agreement of transfer of shares"). The remaining 80% of remuneration (i. e. the amount of HUF 4,880,000,000.00) the Issuer is obliged to pay in cash. The right of the Issuer to pay 20% of remuneration in the form of set-off of reciprocal claims may be exercised by sending a written notice by the Issuer to the Seller until 20 April 2017 stating that the Issuer exercises its right to settle 20% of the remuneration in the form of set-off. In the above order will be convened Extraordinary General Meeting, in which a resolution to increase share capital of the Issuer and related issuance of shares will be voted. Failure to adopt the resolution in question triggers the payment of the full amount of remuneration for Agreement in cash. The Issuer and the Seller shall be obliged to sign the Share Transfer Agreement of the Issuer and the related documents on or before the Completion Date and the Issuer shall file the respective documents to the registration court to register the capital increase of the Issuer through issuing new, dematerialised shares no later than within 7 days from the date of adoption of resolution in this scope by the General Meeting of Shareholders of the Issuer and provide to the Seller a copy of the application to the registry court and all attachments that were filed within the 2 next days from the date of submitting them in the registration court. The Issuer and the Seller agreed that the value of the Issuer's shares will be determined as follows: y × 1.1; where y = the volume weighted average price per Issuer’s share (ISIN code: PLWRKSR00019) traded on the Warsaw Stock Exchange, calculated for the period between 1 January 2017 and 15 March 2017 pursuant to trading data deriving from the Official Bloomberg Terminal, or if such data is not available, then y = the daily closing average price per Issuer’s share (ISIN code: PLWRKSR00019) traded on the Warsaw Stock Exchange, calculated for the period between 1 January 2017 and 15 March 2017. The number of shares issued by the Issuer to offer to the Seller will be determined on the basis of the following calculation: the number of the Issuer’s Shares = 1.2 × (PLN equivalent of HUF 1,220,000,000). For such calculation, the following exchange rate shall be applied: Arithmetic average of the daily PLN/HUF exchange rates for the period between 1 January 2017 and 15 March 2017, published by the National Bank of Hungary. The Issuer is obligated to register the Shares in the Polish National Deposit of Securities (Krajowy Depozyt PapierówWartościowych) and listed on the Warsaw Stock Exchange and be credited to the securities account which the Seller has indicated for this purpose no later than until 15 October 2017. In case of failure to meet the above obligations, the Issuer will be obliged to pay remuneration in the full amount in cash within 2 working days i.e. on 17 October 2017, or before that date. If, despite the payment of the full amount of remuneration in cash, shares will be saved on a securities account of the Seller, the Seller will be obliged to return the shares to the Issuer. All costs, and taxes and other financial burdens, because of such return are to be borne by the Issuer and when covered by the Seller. The Agreement was concluded at the following condition precedent i.e. the competent competition authority (or authorities) in Hungary will issue a decision on the acquisition of sole control in Prohuman by the Issuer. If completion of the Agreement does not take place on 27 June 2017 due to circumstances attributable to neither of the Parties or to both Parties or if transfer of the shares of the Issuer will be initiated by the Issuer but will not be completed until 27 June 2017 for any reason, then a cure period of three working days shall apply, i.e. Completion shall occur no later than on 30 June 2017 midnight. In such case Completion Date shall be construed accordingly; and no Party shall be liable towards the other Party with respect to the delay in Completion of the agreement. In addition, today the Issuer and the Seller have concluded the agreement concerning the co-management of Prohuman, in which they resettled the organizational issues. Prohuman has operated on Hungarian market of HR services since 2004. The company is a part of Prohume Capital Group, which includes five companies in total, which operate in different areas (comprehensive HR services, merchandising, promotion of sale, marketing events, telemarketing). As a result of the analysis, the Issuer decided that it is reasonable to classify the above information as confidential information within the meaning of Art. 17 sec. 1 MAR, subject to publication in the form of this report. Legal base: Article no 17, sec. 1 MAR (of Regulation (EU) no 596/2014 of the European Parliament and the Council of 16 April 2014 on market abuse (...) | |
