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26/2014 Disclosure of delayed confidential information about the commencement of negotiations concerning the transfer of the organised part of the enterprise

The Management Board of Centrum Medyczne ENEL-MED S.A. (hereinafter referred to as the Company) hereby informs that on June 9, 2014, it made a decision about disclosure of the content of confidential information in the scope of which the fulfilment of the reporting obligations had been delayed; and the Company informed of this the Financial Supervision Authority on August 29, 2013, and then – on December 19, 2013 – it informed about the extension of the time-limit for the fulfilment of the reporting obligations in the scope of that information by June 30, 2014.

The confidential information, in the scope of which the fulfilment of the reporting obligations was delayed, was such that on August 29, 2013, the Management Board of the Company made a decision about the commencement – with LUX MED Diagnostyka sp. z o. o. –  of the negotiations concerning the sale by the Company of the organised part of the enterprise of the Company being a set of tangible and intangible assets organisationally and financially separated within the existing enterprise and intended for carrying out activities in the field of diagnostic imaging at the following facilities: Bielany Diagnostic Centre in Warsaw, Magnetic Resonance Laboratory in the Grunwaldzka Centre in Gdańsk, 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 Diagnostic Laboratory in Lublin, or the sale – to LUX MED Diagnostyka sp. z o. o. – of the shares in the Company’s subsidiary to which the described organised part of the enterprise would be contributed. The decision about the commencement of negotiations was the result of receipt – by the Company – of the offer made by LUX MED Diagnostyka sp. z o. o. in which LUX MED Diagnostyka sp. z o. o. expressed its interest in the purchase of the organised part of the enterprise of Centrum Medyczne ENEL-MED S.A. described hereinabove. The initial purchase price offered by LUX MED Diagnostyka sp. z o. o. was specified as the amount of PLN 70,000,000, which was to be reduced by the value of the possible net debt of the organised part of the enterprise interpreted as the indebtedness of the organised part of the enterprise decreased by cash and cash equivalents as at the day of concluding the transaction, and increased by the minimum necessary investment outlays to be incurred for the replacement of diagnostic equipment. At the same time – pursuant to the content of the offer made by LUX MED Diagnostyka sp. z o. o. – it was a preliminary offer and it was not an offer as interpreted in the provisions of the Civil Code, in particular it was made conditional upon the performance of due diligence related to the organised part of the enterprise, as well as obtaining of the consent of the Meeting of Shareholders of LUX MED Diagnostyka sp. z o. o. to the transaction.

The fulfilment of the reporting obligations in relation to the information described hereinabove was delayed as – pursuant to the Company’s assessment – the premature disclosure of the information concerning the commencement of the negotiations concerning the sale of the organised part of the enterprise would negatively influence the course or the result of such negotiations, which would violate the legitimate interest of the Company. Originally, the time-limit for the fulfilment of the reporting obligations in the scope of this information was set by January 31, 2014. However – as the negotiation process between the Company and LUX MED Diagnostyka sp. z o. o. was prolonged, and, in particular, due to the fact that by December 19, 2013, the parties had not reached a consensus, and they also had not concluded the binding agreement in the scope of terms and conditions of the transaction conclusion – the time-limit for the fulfilment of the reporting obligations was postponed by June 30, 2014, and the Company informed the Financial Supervision Authority of it on December 19, 2013.

There are no personal or equity relationships between the Company and LUX MED Diagnostyka sp. z o. o.

The Company will inform about the course and the result of each stage of the negotiations conducted with LUX MED Diagnostyka sp. z o. o. in separate current reports.