6th Floor, Portland House
London, SW1E 5BH
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.