The Management Board of Summa Linguae Technologies S.A. based in Krakow (“Company”, “Issuer”) hereby announces that on 13 November 2020, the Company concluded with: (i) LSP Investments S. à r.l. (investment fund) registered in Luxemburg (“LSP”) – shareholders of the Company; and (ii) V4C Poland Plus Fund S.C.A. SICAV-FIAR (investment fund) registered in Luxembourg – an entity controlling LSP (“V4C”); and (iii) Krzysztof Zdanowski (“KZ”), the President of the Management Board of the Issuer; and Madhuri Hegde (“MH”), Member of the Management Board of the Issuer (KZ and MH shall be hereinafter referred to as “Major Shareholders”) (the Company, LSP, V4C and the Major Shareholders shall be hereinafter referred to collectively as “Parties”) an agreement (“Agreement”) to confirm that the Parties have no mutual claims under the provisions of the investment agreement of 22 November 2019 (“Investment Agreement”), regarding the mechanism for compensation of V4C investment in the Company, referred to in the Issuer’s Current Report 46/2019 of 22 November 2019 (“Compensation Mechanism”).
It was confirmed in the Agreement that the amount of EBITDA generated by the Issuer’s group in the financial year 2019, calculated and normalized in accordance with the provisions of the Investment Agreement (“2019 Normalized EBITDA”), was PLN 12,255,478.00 (twelve million two hundred fifty five thousand four hundred seventy eight zlotys 00/100), and thus reached the target amount of this ratio, specified in the Investment Agreement (“2019 Target EBITDA”).
In accordance with the Investment Agreement, the Compensation Mechanism involved: (i) the obligation to issue by the Company a specific number of new shares of the Issuer to the benefit of V4C in the event 2019 Normalized EBITDA is lower than 2019 Target EBITDA, or (ii) the obligation to sell by V4C the Issuer’s shares to the Company in the event 2019 Normalized EBITDA is greater than 2019 Target EBITDA.
It was confirmed in the Agreement that if 2019 Normalized EBITDA is equal to 2019 Target EBITDA, none of the Parties shall be entitled to any claims under the Compensation Mechanism, in particular V4C and LSP shall not be entitled to claim that the Company issues shares of the Issuer to the benefit of V4C, and the Company shall not be entitled to claim that V4C or LSP sell it shares of the Issuer.
The Issuer considered the above information material, as the Agreement concerns the transaction covered by the Investment Agreement, that meets the materiality criterion specified in the Company’s Disclosure Policy.
The Company’s representatives,
Krzysztof Zdanowski, CEO