Raporty

31/2014 Disclosure of delayed confidential information about the conclusion of investment agreement concerning the sale of shares in 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 March 11, 2014.

The confidential information, in the scope of which the fulfilment of the reporting obligations was delayed, was the conclusion – on March 10, 2014 – of an investment agreement by and between the Company together with the subsidiary operating under the business name of Centrum Medyczne Diagnostyka Obrazowa sp. z o.o., as one of the parties, and LUX MED Diagnostyka sp. z o.o. with its registered office in Warsaw, as the other of the parties. The subject matter of the agreement is the determination of terms and conditions of the implementation of an investment by LUX MED Diagnostyka sp. z o. o. in the subsidiary operating under the business name of Centrum Medyczne Diagnostyka sp. z o. o. consisting in the purchase – by LUX MED Diagnostyka sp. z o.o. from Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. – of 100% of shares in the initial capital of Centrum Medyczne Diagnostyka Sp. z o.o. that entitle to exercise 100% of votes at the Meeting of Shareholders of Centrum Medyczne Diagnostyka Sp. z o.o.

The conclusion of the agreement concerning the sale of 100% of shares in Centrum Medyczne Diagnostyka sp. z o. o. will be made conditional upon the fulfilment of the following conditions precedent:

1)      contribution – by the Company to Centrum Medyczne Diagnostyka sp. z o. o. – of the organised part of the enterprise as the in-kind contribution; and the registration of the increase in initial capital of the Company in connection with the transfer of the organised part of the enterprise in the register of entrepreneurs of the National Court Register, through creating new shares, that is creating of 4,950 (four thousand, nine hundred and fifty) new shares of nominal value of PLN 100.00 (one hundred) each, of total nominal value of PLN 495,000.00 (four hundred and ninety-five thousand) giving the right to 4,950 (four thousand, nine hundred and fifty)  votes at the meeting of shareholders of Centrum Medyczne Diagnostyka
sp. z o.o., which have been taken up by the Company in exchange for the in-kind contribution of value equal to PLN 47,000,000.00 (forty-seven millions) in a form of the organised part of the enterprise consisting of a set of tangible and intangible assets used to conduct activities 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. The Company has undertaken that by May 31, 2014, all activities provided for in the provisions of law will have been effected in order to perform the increase in the initial capital of Centrum Medyczne Diagnostyka sp. z o. o. in connection with the contribution of the organised part of the enterprise.

2)      contribution – by the Company to Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. – of 100% of shares in Centrum Medyczne Diagnostyka Sp. z o.o.  as an in-kind contribution, and the registration of the increase in the initial capital of Centrum Medyczne Diagnostyka Obrazowa Sp. z o.o. in connection with the contribution of such shares. The Company has undertaken that by June 20, 2014, all activities provided for in the provisions of law will have been effected in order to perform the increase in the initial capital of Centrum Medyczne Diagnostyka Obrazowa sp. z o. o. in connection with the contribution of the shares in Centrum Medyczne Diagnostyka sp. z o. o. to Centrum Medyczne Diagnostyka Obrazowa sp. z o. o.

3)      making – by the Company, Centrum Medyczne Diagnostyka Obrazowa sp. z o. o. and the members of the Management Board of Centrum Medyczne Diagnostyka sp. z o. o. and Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. towards LUX MED Diagnostyka sp. z o. o. – of the declarations that they will not appeal against the resolutions of Centrum Medyczne Diagnostyka sp. z o.o. and Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. necessary to increase the initial capital of Centrum Medyczne Diagnostyka sp. z o.o. and Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. by means of an action aimed at stating the invalidity, revoking or stating the non-existence of a resolution.

4)      conclusion – by Centrum Medyczne Diagnostyka sp. z o.o. with the Independent Public Health Care Centre, the Franciszek Raszeja Municipal Hospital in Poznań –  of the agreement of health care services provision in the following scope: computed tomography, provision of services in the scope of teleradiology for the needs of computed tomography and the RTG laboratory, and lease of premises in the Independent Public Health Care Centre, the Franciszek Raszeja Municipal Hospital in Poznań for the needs of diagnostic laboratory.

The parties to the investment agreement have undertaken that they will effect any and all necessary and advisable activities and make due efforts in order to fulfil the conditions precedent as soon as possible and to conclude the Final Agreement of Sale of 100% of shares in Centrum Medyczne Diagnostyka sp. z o.o. not later than by June 30, 2014.

Pursuant to the provisions of the investment agreement, the base prices of sale of 100% of shares in Centrum Medyczne Diagnostyka sp. z o. o. was set as the amount of PLN 59,000,000 (fifty-nine million) and it will be adjusted with the value of the net debt in such a manner that the negative value of the net debt decreases the base price, and the positive value of the net debt increases the base price. At present, the value of the net debt equals about PLN -6,250,000 (minus six million, two hundred and fifty).

The conclusion of the agreement concerning the sale of shares will be effected on the fifth business day after the fulfilment of the last Condition Precedent if the Parties do not agree another date (hereinafter referred to as “the Closure Day”).

The agreement stipulates the prohibition of conducting the competitive business activity in the area of CT diagnostic imaging (computed tomography) and MRI (magnetic resonance tomography) in the area of Lublin, Poznań, Mielec, Łomża, Konin, Wołomin, and the capital city of Warsaw, provided that this prohibition of competitive business activity within the territory of the capital city of Warsaw is limited only to taking part in the tenders organised by hospitals for the establishment of new or the take-over of the existing laboratories and the provision therein of the services in the scope of diagnostic imaging (hereinafter referred to as the “Competitive Activities”). The prohibition of Competitive activities is valid in the period from the Closure Day to June 30, 2017. If the prohibition of competitive activities is violated, LUX MED Diagnostyka sp. z o. o. will be entitled to send a written demand for payment by the Company and Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. – jointly and severally – to LUX MED Diagnostyka sp. z o.o. of the stipulated penalty in the amount of:

1)   PLN 5,000,000 (five million) for each violation of the prohibition of Competitive Activities in the scope of:

– conducting any Competitive Activities;

– being a partner, shareholder or any stockholder in any Competitive Entity or making another investment in any Competitive Entity, with the exclusion of the purchase of shares of the companies listed on stock exchanges constituting up to 1% of votes in the total number of votes at the general meeting;

– providing services or rendering other services related to the Competitive Activities for the benefit of competitive entities, advising a competitive entity in the scope of Competitive Activities;

– financing, in any way, the manner of operation of a competitive entity, in particular granting such entity the loan; assuming the responsibility for the liabilities of a competitive entity, in particular granting the surety for such competitive entity’s liabilities and establishing the guarantee;

– persuading – in any form, directly or indirectly, on its own account or for the benefit of others – the third parties, business partners and clients of Centrum Medyczne Diagnostyka sp. z o. o.  to fail to perform or improperly perform their liabilities or to terminate such agreements;

2)   PLN 250,000 (two hundred and fifty thousand) for each violation of the prohibition of Competitive Activities in the scope of:

– employing (pursuant to employment contract) or taking on pursuant to another legal act than employment – in any form, directly or indirectly, on its own account or for the benefit of others –  any third parties, key persons to the operation of Centrum Medyczne Diagnostyka sp. z o. o.,

– persuading – in any form, directly or indirectly, on its own account or for the benefit of others – the third parties, persons providing work for Centrum Medyczne Diagnostyka sp. z o. o. on the basis of employment or another legal relation to fail to perform or improperly perform their liabilities or to terminate such agreements;

The stipulated penalties referred to hereinabove do not preclude the right of LUX MED Diagnostyka sp. z o. o. to demand the supplemental damage exceeding the amount of the reserved stipulated penalty.

The investment agreement concluded by and between the Company together with the subsidiary operating under the business name of Centrum Medyczne Diagnostyka Obrazowa sp. z o.o., as one of the parties, and LUX MED Diagnostyka sp. z o.o., as the other of the parties, provides for the right of priority for LUX MED Diagnostyka sp. z o. in the scope of purchase 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 in the Magnetic Resonance Laboratory at the Grunwaldzka Centre in Gdańsk for the price equal to PLN 7,500,000.00 (seven million, five hundred thousand). The right of priority is valid for the period of 2 years from the date of concluding the agreement concerning the sale of 100% of shares in Centrum Medyczne Diagnostyka sp. z o.o. by and between Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. and LUX MED Diagnostyka sp. z o.o.

The sale of 100% of shares in the initial capital of Centrum Medyczne Diagnostyka
Sp. z o.o. is a kind of short-term capital investment, and the financial means obtained from the sale of shares will be allocated to the investing activities.

The fulfilment of the reporting obligations in reference to the information described hereinabove was delayed because the conclusion of the transaction specified in the investment agreement by LUX MED Diagnostyka sp. z o. o. has been made conditional upon the prior fulfilment of a number of conditions precedent. Therefore – pursuant to the Company’s assessment – the premature disclosure of the information concerning the conclusion of the investment agreement would violate the legitimate interest of the Company and negatively influence the fulfilment of the conditions precedent. The deadline for the fulfilment of the reporting obligations in reference to this information was set on June 30, 2014.

There are no personal or equity relationships between the Company and LUX MED Diagnostyka sp. z o.o., as well as between Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. and LUX MED Diagnostyka sp. z o.o.

As at the publication date of this current report, there are the following equity relationships between the Company and Centrum Medyczne Diagnostyka Obrazowa sp. z o.o.: The Company holds 100% of shares in the initial capital of Centrum Medyczne Diagnostyka Obrazowa Sp. z o.o. and 100% of votes at the Meeting of Shareholders of this company. Furthermore, there are personal relationships: Adam Stanisław Rozwadowski is both the President of the Management Board of the Company and the President of the Management Board of Centrum Medyczne Diagnostyka Obrazowa Sp. z o.o., whilst Jacek Jakub Rozwadowski is both the Deputy President of the Company and the Deputy President of the Management Board of Centrum Medyczne Diagnostyka Obrazowa Sp. z o.o.