25/07/2016
Report no 41/2016
The preliminary agreement to purchase the shares of Q-Med limited liability company with its registered office in Oleśnica and CM Medyk limited liability company with its registered office in Wrocław
The Management Board of of EMC Instytut Medyczny S.A. - The Issuer announces that on 25th July 2016 a preliminary agreement was signed on the purchase by the Issuer of 100% of shares in Q-Med limited liability company with its seat in Oleśnica (Q-Med) and CM Medyk limited liability company with its seat in Wrocław (CM Medyk) belonging to the medical industry, both companies operate under the name Aktywne Centrum Zdrowia [Active Health Centre] (ACZ).Under the preliminary Investment Agreement - a share disposal agreement (the Agreement), the Issuer agreed to conclude, by 31st July 2016 the final contracts, pursuant to which the Issuer shall acquire:
1.from MED-ART limited liability company with its seat in Oleśnica 100% of shares in Q-Med limited liability company with its seat in Oleśnica – 10,050 (ten thousand and fifty) shares with a nominal value of PLN 100 (one hundred) each and the total nominal value PLN 1,005,000.00 (one million five thousand) for a price of PLN 7,700,000.00 (seven million, seven hundred thousand) adjusted for the value of the Company's net debt
2. from WG Corp. a limited liability company, with its seat in Oleśnica 100% of the Company CM Medyk limited liability company with registered office in Wrocław - 1,300 (one thousand three hundred) shares with a nominal value of PLN 500 (five hundred) each, with a total nominal value of PLN 650,000.00 ( six hundred fifty thousand ), for a price of PLN 1,400,000.00 (one million four hundred thousand) adjusted for the value of the Company's net debt where net debt is the sum of interest-bearing liabilities arising from loans and liabilities from deliveries and services less the sum of short-term receivables and the value of cash in hand and at bank as at 31st July 2016.The Final Contracts shall be signed under the following conditions: a. the advance of PLN 1,500,000.00 will be paid to the MED-ART a limited liability company with its seat in Oleśnica on the date of the Agreement (25.07.2016) b. Q-Med shall sell 100% of its shares of WG Corp. limited liability company with its seat in Oleśnica to MED-ART limited liability company with its seat in Oleśnica and c. WG-Corp. a limited liability company shall submit an application for disclosure of changes associated with the disposal of shares in the Register of Entrepreneurs of the National Court Register.There are no affiliations whatsoever between the Issuer and MED-ART limited liability company with its seat in Oleśnica or between the Issuer and WG Corp. limited liability company with its seat in Oleśnica.Neither are there any affiliations whatsoever between the Issuer’s managers or supervisors and managers or supervisors of MED-ART a limited liability company with its seat in Oleśnica or WG Corp. a limited liability company with its seat in Oleśnica. 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 16th April 2014 (Market Abuse Regulation).