Raporty

19/2014 Conclusion of an agreement concerning the guarantees granted for the liabilities of a subsidiary with the business name of Centrum Medyczne Diagnostyka sp. z o.o.

The Management Board of Centrum Medyczne ENEL-MED S.A. (hereinafter referred to as the Company) hereby informs that on April 28, 2014, the Company and its subsidiary with the business name of Centrum Medyczne Diagnostyka sp. z o. o. concluded an agreement pursuant to which the Company undertook to grant guarantees for the liabilities of the subsidiary with the business name of Centrum Medyczne Diagnostyka sp. z o. o. for the total amount of PLN 4,778,349.80.

The conclusion of the aforementioned agreement is connected with the fact that on April 30, 2014, the Company made a contribution to Centrum Medyczne Diagnostyka sp. z o.o. in a form of an organised part of the enterprise of the Company consisting of a set of tangible and intangible assets used to conduct business activity in the field of diagnostic imaging at the following facilities: Bielany Diagnostic Centre in Warsaw, Magnetic Resonance Laboratory in Konin, Magnetic Resonance Laboratory in Mielec, Computed Tomography Laboratory in Poznań, Magnetic Resonance Laboratory in Łomża, Computed Tomography Laboratory in Wołomin and the Diagnostic Laboratory in Lublin (hereinafter referred to as the Organised Part of the Enterprise). The Organised Part of the Enterprise is contributed to Centrum Medyczne Diagnostyka sp. z o. o. to cover the newly created shares in the initial capital of Centrum Medyczne Diagnostyka sp. z o. o. which were taken up by the Company. The Company informed about it in current reports Nos. 11/2014 and 12/2014.

Within the Organised Part of the Enterprise, Centrum Medyczne Diagnostyka sp. z o. o. will assume the following credit liabilities of the Company connected with the objects that comprise the Organised Part of the Enterprise:

1)   the liability in the amount of PLN 2,482,400.00 towards ING Bank Śląski S.A. with its registered office in Katowice under the credit agreement in PLN for financing the investment dated November 24, 2011, with the reservation that ING Bank Śląski S.A. grants its consent for the assumption of the aforementioned liability if the Company guarantees the repayment of a corporate credit in PLN for refinancing the investment credit in the amount of PLN 2,482,400.00 granted to Centrum Medyczne Diagnostyka sp. z o. o. by ING Bank Śląski S.A. in order to repay the assumed liability;

2)   the liability in the amount of PLN 2,295,949.80 towards SIEMENS FINANCE sp. z o.o. with its registered office in Warsaw under the loan agreement dated June 5, 2012, with the reservation that SIEMENS FINANCE sp. z o.o. grants its consent for the assumption of the aforementioned liability if the Company grants the bill of exchange guarantee for the repayment of the loan in the amount of PLN 2,295,949.80 granted by SIEMENS FINANCE sp. z o.o. in order to repay the assumed liability.

Given the aforementioned agreement concluded on April 28, 2014, the Company undertook to grant the guarantees specified hereinabove for the liabilities of its subsidiary with the business name of Centrum Medyczne Diagnostyka sp. z o. o. for the total amount of PLN 4,778,349.80.

Given the fact that the Company’s obligation to grant the guarantees specified hereinabove was established in connection with the contribution of the Organised Part of the Enterprise to Centrum Medyczne Diagnostyka sp. z o. o., the agreement does not provide for the obligation of Centrum Medyczne Diagnostyka sp. z o. o. to pay the remuneration to the Company.

The agreement has been considered as a significant one as the total value of the liabilities of Centrum Medyczne Diagnostyka sp. z o. o. for which the Company undertook to grant guarantees exceeds 10% of the Company’s equity.

The Company holds 100% of shares in the initial capital of Centrum Medyczne Diagnostyka sp. z o.o.