The Management Board of Summa Linguae S.A., based in Krakow, (“Company”) hereby announces that on 22 November 2018, it became aware that Mayflower Language Services Pvt. Ltd. subsidiary, based in Bangalore (“Mayflower”) concluded, on 21 November 2018, an agreement regarding an ordinary pledge and a registered pledge (“Agreement”) with eM64 Fundusz Inwestycyjny Zamknięty Aktywów Niepublicznych (non-public asset closed-ended investment fund), based in Warsaw („Lender”). The pledges will be collateral for the loan announced by the Company in Current Report 31/2018 of 16 November 2018.
Pursuant to the Agreement, Mayflower, as a pledger, establishes for the Lender a registered pledge on 190,000 (one hundred and ninety thousand) dematerialized bearer shares of the Company owned by Mayflower, with a total nominal value of PLN 19,000.00 (nineteen thousand zlotys) (“Company Shares”) – “Registered Pledge”.
The Registered Pledge has been established up to the highest collateral amount equal to PLN 3,750,000.00 (three million seven hundred fifty thousand).
Under the Agreement Mayflower has undertaken not to sell or encumber any Shares of the Company since the establishment of the Registered Pledge, unless it receives the Lender’s prior written consent. During the term of the Registered Pledge, if the Lender’s receivables become due, it may satisfy its claims, in whole or in part, with the collateral in the form of the Registered Pledge, at its discretion – through court enforcement proceedings or by taking over the Shares of the Company, in accordance with Article 22 of the Registered Pledge Act.
Regardless of the Registered Pledge, Mayflower has established for the Lender an ordinary pledge on the Shares of the Company, which will expire on the day when the decision on entry of the Registered Pledge in the Register of Pledges (“Ordinary Pledge”) becomes final.
Pursuant to the Agreement, during the term of the Pledge, if the Lender’s receivables become due, the Lender may satisfy its claims, in whole or in part, with the collateral in the form of the Ordinary Pledge through enforcement proceedings.
Under the Agreement, Mayflower has also undertaken that if it takes up the Shares of the Company to be issued following the conclusion of the Agreement (“New Shares of the Company”), Mayflower will establish for the Lender an ordinary pledge and a registered pledge on the New Shares of the Company.
On 21 November 2018, Mayflower submitted a representation on submission to enforcement proceedings pursuant to Article 777(1)(6) of the Civil Code, up to PLN 3,750,000.00 (three million seven hundred and fifty thousand zlotys) in connection with the Pledge Agreement.
As at 30 September 2018, the value of the Shares of the Company in Mayflower’s assets was PLN 818,171.29. The Shares of the Company account for 6.4% of the Company’s share capital and entitle to 4.8% of the total number of votes in the Company.
The pledged Shares have been recognized as significant assets due to the fact that their value exceeds the significance criterion specified in the Disclosure Policy published in Current Report 2/2018 of 31 January 2018.
Legal grounds: Article 17(1) of MAR – confidential information.
The Company’s representatives
Krzysztof Zdanowski, President of the Management Board