Resolution of the Management Board of the Company on the detailed principles concerning the offering of series M bearer shares.
The Management Board of Summa Linguae Technologies S.A. based in Krakow (“Company”) hereby announces that on 23 August 2021, it adopted a resolution on the detailed principles concerning the offering of series M bearer shares (“Resolution of the Management Board”) under the authorization provided for in Article 4(2) of Resolution 3 of the Extraordinary General Meeting of 23 August 2021 on increasing the Company’s share capital by issuing series M bearer shares, excluding in whole the pre-emptive rights of the existing shareholders, dematerialization of these shares, application for their introduction to trading in the alternative trading system on NewConnect, and amending the Articles of Association of the Company (“Issue Resolution”).
Pursuant to the Resolution of the Management Board, prior to the offering of series M bearer shares (“Shares”), the Management Board will determine the list of persons who will have the pre-emptive rights to subscribe for the Shares, in accordance with the terms and conditions set out in the Issue Resolution (“List”) (“Pre-emptive Rights”). The List will be determine based on:
(1) a list of persons entitled to participate in the General Meeting of the Company’s Shareholders that adopted the Issue Resolution (“General Meeting”) or documents confirming that a given person owned the Company’s shares on the day falling 16 days before the date of the General Meeting (“Registration Date”) (in particular, a deposit certificate or a document issued by an omnibus account holder), delivered to the Company within 14 days from the date of the Issue Resolution, that is until 6 September 2021;
(2) declarations of interest in taking up the Shares submitted to the Company within 30 days from the date of the Issue Resolution, i.e. until 22 September 2021.
The declaration template (“Declaration”) constitutes an attachment to this current report and has been posted on the Company’s website at www.summalinguae.com
To exercise the Pre-emptive Rights, the persons indicated on the list of persons entitled to participate in the General Meeting are required only to submit the Declaration by 22 September 2021. To demonstrate the ownership of a number of shares greater than the number of the Company’s shares indicated on the list of persons entitled to participate in the General Meeting, it is required to submit supporting documents.
The Management Board of the Company will draw up a list of persons entitled to exercise the Pre-emptive Rights by 1 October 2021. The list will specify the persons to whom the Shares will be offered with the number of the Shares. This number will be equal to the number indicated in the Declaration, but not greater than that allowing for maintain the current share in the share capital of the Company as at the Registration Date.
The Management Board will offer the Shares in the first place to the persons indicated on the List. The remaining Shares will be offered, at the discretion of the Management Board, to be taken up by investors selected by the Management Board and entitled to participate in the offer under the terms and conditions specified in the Issue Resolution and the Management Board Resolution.
The Company will have concluded Share subscription agreements (“Subscription Agreements”) by 22 February 2022.
The Management Board of the Company announced the adoption of the Issue Agreement in its Current EIB Report of 23 August 2021.
Legal grounds: Article 17(1) of MAR – confidential information.
The Company’s representatives,
Krzysztof Zdanowski, CEO
- Resolution of the Management Board on the detailed principles concerning offering series M bearer shares
- Declaration of interest in taking up series M bearer shares of SUMMA LINGUAE TECHNOLOGIES spółka akcyjna (.pdf)
- Declaration of interest in taking up series M bearer shares of SUMMA LINGUAE TECHNOLOGIES spółka akcyjna (.doc)