Signing of a Term Sheet concerning the possibility of indirect increase of Grupa Pracuj's involvement in the Ukrainian companies running businesses under the names Work.ua and Robota.ua
The Management Board of Grupa Pracuj S.A. with its registered office in Warsaw (the "Company" or "Grupa Pracuj") informs that on May 20, 2024 the Company entered into a letter of intent (the "Term Sheet") with KEUS Holdings Limited ("KEUS") and KUPR Holdings Limited ("KUPR") as new investors and Artur Mikhno and Andriy Borovyk currently holding 50% of shares each in the Ukrainian company Gravitatciya-U TOV and the Cypriot company GVT Ltd, forming part of the international job advertising business operating under the names Work.ua and Robota.ua (collectively, the "Target Companies").
Pursuant to the Term Sheet, the Company, together with Artur Mikhno and KEUS and KUPR, have agreed to negotiate in good faith the terms of transactions for the sale of Andriy Borovyk's 50% interest in the Target Companies (the "Potential Transactions") within which Grupa Pracuj would acquire:
a) indirectly 29.4% of the shares in Gravitatciya-U TOV, currently holding 33% of the shares in Robota International TOV (Robota.ua) and 67% of the shares in Work Ukraine TOV (Work.ua),
b) directly 29.4% of shares in GVT Ltd, currently holding 33% of shares in Snowless Global Ltd and 67% of shares in WorkIP Ltd.
The Term Sheet provides for, inter alia, applying for the necessary merger approvals to the Antimonopoly Office of Ukraine, conducting standard due diligence, signing an investment agreement, signing new shareholders' agreements between the Company, Artur Mikhno, KEUS and KUPR regarding the Target Companies and amending existing shareholders' agreements regarding Work Ukraine TOV, Robota International TOV, Snowless Global Ltd and WorkIP Ltd.
The Term Sheet does not constitute a legally binding commitment by either party to carry out the Potential Transactions, but merely an indication of the parties' willingness to negotiate and co-operate to enable the transaction documents to be entered into and executed. Any such obligations can only arise upon the fulfilment of the conditions set out in the Term Sheet and the execution of the investment agreement and the other transaction documents.
The Company will report on further material events related to the Term Sheet in relevant current reports.
As of the date of this report, Grupa Pracuj directly holds 67% of the shares in Robota International TOV and Snowless Global Ltd and 33% of the shares in Work Ukraine TOV and WorkIP Ltd.
If the Potential Transaction is finalized, the total shareholding of Grupa Pracuj (directly and indirectly) in Robota International TOV will increase to 76.7%, whereas in Work Ukraine TOV to 52.7%. The Potential Transactions will not result in taking control over Work Ukraine TOV (despite increase of indirect shareholding). Those will also have no impact on the way both businesses are run.
The Potential Transactions are in line with the strategic directions of Grupa Pracuj.