Raporty

34/2014 Disclosure of delayed confidential information about the fulfilment of the next condition precedent of investment agreement

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 May 29, 2014.

The confidential information, in the scope of which the fulfilment of the reporting obligations was delayed, was the fact of the fulfilment of the next condition precedent specified in the investment agreement concluded on March 10, 2014, 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, which specified the terms and conditions of sale – by Centrum Medyczne Diagnostyka Obrazowa sp. z o.o. – of the shares in Centrum Medyczne Diagnostyka sp. z o. o.

The condition precedent that was fulfilled was the contribution – by the Company to Centrum Medyczne Diagnostyka sp. z o. o. – of the organised part of the enterprise intended for carrying out business activity in the scope of diagnostic imaging as in-kind contribution and the entry – into the register of entrepreneurs of the National Court Register – of the increase in initial capital of Centrum Medyczne Diagnostyka sp. z o. o.  in connection with the transfer of the said organised part of the enterprise. The registration of the increase in the initial capital of the subsidiary operating under the business name Centrum Medyczne Diagnostyka Sp. z o. o. from the amount of PLN 5,000.00 (five thousand) to the amount of PLN 500,000.00 (five hundred thousand), that is by the amount of PLN 495,000.00 (four hundred and ninety-five thousand), through creating 4,950 (four thousand, nine hundred and fifty) new shares of nominal value of PLN 100.00 (one hundred) each, was effected on May 28, 2014, and the Company informed about this in current report No. 22/2014.

The fulfilment of the reporting obligations in reference to the information described hereinabove was delayed because the implementation of the investment specified in the agreement by LUX MED Diagnostyka sp. z o. o. has been made conditional upon the prior fulfilment of a number of conditions precedent (the Company informed about them in current report No. 31/2014) and not all conditions precedent have been satisfied yet. Pursuant to the Company’s assessment, the disclosure of the information about the conclusion of the investment agreement and the fulfilment of a condition precedent being the entry into the register of entrepreneurs of the National Court Register of the increase in initial capital of Centrum Medyczne Diagnostyka sp. z o. o. in connection with the transfer of the specified organised part of the enterprise would be premature and would violate the legitimate interest of the Company, in particular, it would negatively influence the fulfilment of the remaining conditions precedent and thus preclude the implementation of the investment. The deadline for the fulfilment of the reporting obligations in reference to this information was set on June 30, 2014.