Raporty

28/2014 Disclosure of delayed confidential information about the receipt of the offer of purchase of shares in the subsidiary operating under 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 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 November 14, 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 November 14, 2013, the Company received from LUX MED Diagnostyka sp. z o. o. the offer of purchase of shares in Centrum Medyczne Diagnostyka sp. z o. o. to which the organised part of the enterprise of the Company being a set of tangible and intangible assets intended for carrying out activities in the field of diagnostic imaging at the following facilities would have been earlier effectively contributed: 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. Pursuant to the offer made by LUX MED Diagnostyka sp. z o. o., the purchase price for 100% of shares in Centrum Medyczne 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 Centrum Medyczne Diagnostyka sp. z o. o. interpreted as the indebtedness of this company 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, and the renovation and replacement of laboratory infrastructure within the next 2 years, and increased by the additional costs related to increasing the level of working capital in connection with the resignation from the receivable factoring. In the case of reaching the normalised result of EBITDA for 2013 within the amount range from PLN 6,300 – 7,000 thousand, the payment of 10% of the purchase price was to be proportionally reduced. 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 consent as to the content of the agreement concerning the sale of shares in Centrum Medyczne Diagnostyka sp. z o. o.

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

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 fact of conducting the negotiations concerning the sale of shares in Centrum Medyczne Diagnostyka sp. z o. o. 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 December 31, 2013. 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.

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.