25/07/2016
Report no 40/2016
The conclusion of the share purchase agreement of NZOZ Zawidawie Zawidawie spółka z ograniczoną odpowiedzialnością with its registered office in Wrocław by the Management Board of EMC Instytut Medyczny SA
The issuer informs about signing on July 25th , 2016 an agreement for the purchase by the Issuer 100% of the shares of the Company NZOZ Zawidawie spółka z ograniczoną odpowiedzialnością z siedzibą we Wrocławiu [the Non-Public Healthcare Centre Zawidawie a limited liability company with its registered office in Wrocław] (Zawidawie Company), a medical industry the company that operates under the brand name Aktywne Centrum Zdrowia [Active Health Centre] (ACZ).
Under the Investment Agreement - a share disposal agreement (the Agreement) the Issuer - the Buyer acquired from SUNZI Spółka z ograniczoną odpowiedzialnością z siedzibą w Legnicy [SUNZI a limited liability company with its registered office in Legnica] (SUNZI Company – the Seller) 100% of the shares of the Non-Public Healthcare Centre Zawidawie a limited liability company - 2,128 (two thousand one hundred and twenty-eight) of the share capital of the Company with a nominal value of PLN 645,00 (six hundred and forty five thousand) each, with a total nominal value of 1,372,560.00 (one million three hundred and seventy-two thousand five hundred and sixty), for a price of PLN 15,900,000.00 (fifteen million nine hundred thousand ), which will be adjusted by the amount of ZAWIDAWIE Company net debt as at 31st July 2016. Net debt estimated as of 30th June 2016 amounted to PLN 1,273,473 (one million two hundred and seventy-three thousand four hundred and seventy-three ), the value of the price paid shall be increased by this amount, where the net debt means the total interest-bearing liabilities arising from loans and liabilities from deliveries and services decreased by the sum of short-term receivables and the value of cash in hand and at bank as of 31st July 2016.
The Issuer shall make the final settlement of net debt of ZAWIDAWIE Company by 31st August 2016. If the Company's net debt at 31st July 2016 is lower than the estimated net debt of ZAWIDAWIE Company as of 30th June 2016, the remaining amount shall be paid to SUNZI Company - the Seller by the Issuer – the Buyer. If the value of ZAWIDAWIE Company net debt as of July 31, 2016 is higher than the estimated net debt of the Company at 30 June 2016, the amount shall be returned to the Issuer – the Buyer by SUNZI Company – the Seller. 90% (14 310 000,0 ) shall be paid by August 1st , 2016, and 10% (1 590 000.00 ) shall be retained by the Issuer - the Buyer as a security deposit for a period of twenty four months from the date of the transfer of shares of Zawidawie to the Issuer - the Buyer, i.e. from 1st August 2016 to satisfy potential claims of the Issuer-the Buyer towards SUNZI Company - the Seller arising from warranty or other claims, including liabilities of ZAWIDAWIE Company to third parties, and the contractual penalties for damage due to untrue statements by SUNZI - the Seller.The amount of 10% of the sale price of the shares owed to SUNZI Company - Seller shall be bear interest of 1.5%, and the money from the interest rate will be the property of SUNZI Company - the Seller.
the Issuer - The Buyer may, under the provisions of the Agreement, withdraw from the Agreement within nine weeks of becoming aware of the untrue statement made by SUNZI Company - the Seller about: – the possibility of conducting by the Company basic medical activity as it is conducted on the date hereof (primary and specialist care outpatient clinics), including the use of the ZAWIDAWIE Company resources – and of any substantial material damage, which occurred on the date of the Agreement and was not covered by SUNZI statements - the Seller, unless SUNZI Company - the Seller repairs the damage (by restoring the property to its original condition or paying compensation). A contract termination notice in any case must be filed not later than two years from the date hereof. In the event of termination of the Contract, the Issuer - The Buyer may demand that SUNZI Company - the Seller reimburses the costs incurred in connection with concluding the Agreement. On the date of the contract cancellation, the Issuer - the Buyer is obliged to return to SUNZI Company - the Seller the shares of ZAWIDAWIE Company as well as ZAWIDAWIE Company's business in a fit state of repair allowing for normal wear and tear.
There are no affiliations whatsoever between the Issuer and SUNZI Company. Neither are there any affiliations whatsoever between the Issuer’s managers or supervisors and SUNZI Company’s managers or supervisors. According to the Management Board of EMC Instytut Medyczny SA, this information is confidential within the meaning of art.7 of Market Abuse Regulation concerning the Company, which if made public could have an impact on the price of its financial instruments. Legal grounds: Article 17 (1) of the Regulation of the European Parliament and of the Council (EU) No 596/2014 of 16 April 2014 (Market Abuse Regulation).