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Jamplant Limited
6th Floor, Portland
House
Bressenden
Place
London, SW1E
5BH
United Kingdom
Unsecured Loan Assignment and Consolidation
Jamplant
Limited (the "Company") has the following security admitted on the official list
of the Cayman Islands Stock Exchange:
US$40,599,999 unsecured loan dated 20 November 2008 (the
"Loan").
The Company hereby announces that pursuant to an agreement dated 14
June 2010 between the Company and Felmar Capital Limited, Markoy Company Limited
and Medrolan Investments Limited (the "Lenders" and the "Amendment Agreement") in relation to the loan
agreement dated 20 November 2008 between the Company and the Lenders
constituting the Loan (the "Loan
Agreement"), the interest rate applicable to the Loan was increased to 9.5%
over EURIBOR per annum and the Loan was redenominated in euros so that the
aggregate amount of the Loan was converted to €32,026,506.
Clause 5.5 of the Loan Agreement has been deleted and replaced such
that the rate of interest shall be equal to 9.5% over EURIBOR per annum. Clause
2.1 of the Loan Agreement has been deleted and replaced such that the Lenders
have agreed to lend to the Borrower an aggregate amount of €32,026,506 and
clause 2.2 has been deleted and replaced such that the Loan has been made available by each of the Lenders in
the amount of €10,675,502.
The Company hereby further announces that pursuant to an assignment
and consolidation agreement dated 16 June 2015 between (1) the Company, (2)
Kelkoo Netherlands BV, (3) Azul Capital Limited, (4) Emir Limited, (5) Felmar
Capital Limited, (6) Markoy Company Limited, (7) Medrolan Investments Limited
and (8) Sunray Asset Holdings Limited (the "Assignment and Consolidation
Agreement"), the terms of the Loan Agreement as amended by an agreement
dated 14 June 2010 and by a consent and amendment agreement dated 1 June
2013, certain amendments were made to the terms of the Loan as
follows:
·
the amount of the Loan
has been increased by €7,245,372.28 as a result of the following
arrangements:
(a)
with effect from 31 May
2015, each of Azul Capital Limited, Emir Limited and Sunray Asset Holdings
Limited (the "Assignors") assigned
to the Lenders their rights to receive amounts due to them in the aggregate sum
of €2,995,372.28 in respect of the agreement dated 25 January 2010 between Jolt
Limited and Kelkoo Netherlands BV ("KKNL") for the provision of research
and development services relating to intellectual property assets (the "R&D Agreement"), the rights to
receipt of sums due under such agreement having been assigned with effect from
31 May 2015 by Jolt Limited to the Lenders and the Assignors pursuant to an
assignment of receivables dated 16 June 2015;
(b)
with effect from 31 May
2015, each of the Assignors assigned to the Lenders their rights to receive
amounts due to them in the aggregate sum of €4,250,000 in respect of the
intellectual property assignment dated 15 December 2014 between Jolt Limited and
the Company relating to the assignment of certain intellectual property by Jolt
Limited to the Company, the rights to receipt of sums due under such agreement
having been assigned with effect from 1 January 2015 by Jolt Limited to the
Lenders and the Assignors pursuant to an assignment of receivables dated 15
December 2014;
(c)
the obligation of KKNL to
pay the sum of €2,995,372.28 due to Jolt Limited under the R&D Agreement has
been transferred to the Company in consideration of the addition of an amount
equal to such sum to the balance of a loan provided by the Company to KKNL
pursuant to a letter agreement dated 10 December 2012.
·
clause 6.1 of the Loan
Agreement as amended has been deleted and replaced such that the Loan shall be
due for repayment in full in one amount, including accrued interest, if any, on
the tenth anniversary of the Disbursement Date (as defined in the Loan Agreement
as amended), unless such date is not a Business Day, in which case the repayment
date shall be the first succeeding Business Day (the "Repayment Date").
Subject only to the term
extension of the Loan, all terms and conditions of the Loan Agreement as amended
remain in full force and effect.
Any queries in respect of
this announcement should be addressed to the Company at the address stated
above.
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