Report no 45/2016

The Management Board of EMC Instytut Medyczny S.A - The Issuer announces that on 28th  July 2016 the Issuer  concluded  an Agreement for the purchase of 100% of shares of  Q-Med a limited liability company based in Oleśnica (Q-Med) and the agreement for the purchase of 100% of shares of CM Medyk limited liability company based in Wrocław (CM Medyk) medical industry companies operating under Aktywne Centrum Zdrowia [the Active Health Centre] (ACZ).

Pursuant to the Investment Agreement - a share disposal agreement (Q-Med Agreement), the Issuer purchased from MED-ART limited liability company with its seat in Oleśnica (MED-ART) 100% of shares in Q-Med a 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 as of 31st July 2016. Net debt estimated as of 30th June 2016 amounted to PLN 1,028,823.00 (one million twenty-eight thousand eight hundred twenty-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 Q-Med by 31st  August 2016. If the Company's net debt on 31st  July 2016 is lower than the estimated net debt of Q-Med as of 30th June 2016, the remaining amount shall be paid to MED-ART - the Seller by the Issuer – the Buyer. If the value of Q-Med net debt as of July 31, 2016 is higher than the estimated net debt of the Company at 30th  June 2016, the amount shall be returned to the Issuer – the Buyer by MED-ART – the Seller.

 90% of the price (PLN 6,930,000.00) less the advance payment  (PLN 1.500.000,00)  made by the Issuer – the Buyer to MED-ART on 25th  July 2016 under the Preliminary  Investment Agreement, which was concluded by and between the two Parties, plus the amount arising from the settlement of the net debt (PLN1,028,823.00),  shall be paid by 1st August  2016, and 10% of the price (PLN 770,000.00) 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 Q-Med to the Issuer - the Buyer, i.e. from 1st  August 2016 to satisfy potential claims of the Issuer-the Buyer towards MED-ART - the Seller arising from warranty or other claims, including liabilities of  Q-Med to third parties, and the contractual penalties for damage due to untrue statements made  by MED-ART - the Seller. The amount of 10% of the sale price of the shares owed to MED-ART - Seller shall be bear interest of 1.5%, and the money from the interest rate will be the property of MED-ART Company - the Seller.

The Issuer – The Buyer, under the provisions of Q-Med Agreement, may recede from the Agreement within nine weeks of becoming aware of the untrue statement made by MED-ART- the Seller about:

 – the possibility of conducting by the Company basic medical activity as it is conducted on the date Q-Med Agreement (primary and specialist care outpatient clinics), including the use by Q-Med of previously utilized resources, and

 –   any  substantial material damage, which occurred on the date of the Q-Med Agreement and were not covered by MED-ART statements -  the Seller, unless MED-ART - 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 of Q-Med Agreement. In the event of termination of the Contract, the Issuer - The Buyer may demand that MED-ART - 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 MED-ART - the Seller the shares of Q-Med as well as Q-Med business in a fit state of repair allowing for normal wear and tear.

 Pursuant to the Investment Agreement - a share disposal agreement (CM Medyk Agreement), the Issuer purchased from WG Corp. limited liability company with its seat in Oleśnica  (WG Corp.) 100% of shares in CM Medyk  a limited liability company with its seat in Wrocław – 1.300 (one thousand and three hundred) shares with a nominal value of PLN 500 (five hundred) each and the total nominal value PLN 650,000.00 (six hundred and 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 as of 31st July 2016.  Net debt estimated as of 30th June 2016 amounted to PLN 136,159.00 (One hundred and thirty-six thousand one hundred  and fifty-nine), 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 CM Medyk by 31st  August 2016. If the Company's net debt on 31st  July 2016 is lower than the estimated net debt of CM Medyk as of 30th June 2016, the remaining amount shall be paid to WG Corp. - the Seller by the Issuer – the Buyer. If the value of CM Medyk net debt as of July 31, 2016 is higher than the estimated net debt of the Company at 30th  June 2016, the amount shall be returned to the Issuer – the Buyer by WG Corp.– the Seller.

90% of the price (PLN 1,260,000.00) plus the amount resulting from the settlement of net debt (PLN 136,159.00) shall be paid by 1st August  2016 , while 10% of the price (PLN 140,000.00) 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 CM Medyk to the Issuer - the Buyer, i.e. from 1st  August 2016 to satisfy potential claims of the Issuer-the Buyer towards WG Corp. - the Seller arising from warranty or other claims, including liabilities of  CM Medyk to third parties, and the contractual penalties for damage due to untrue statements  by WG Corp.- the Seller. The amount of 10% of the sale price of the shares owed to WG Corp.- Seller shall be bear interest of 1.5%, and the amount of the interest rate will be the property of WG Corp.- the Seller.

 The Issuer - The Buyer, under the provisions of CM Medyk Agreement, may recede from the Agreement within nine weeks of becoming aware of the untrue statement made by WG Corp.- the Seller about:

 – the possibility of conducting by the Company basic medical activity as it is conducted on the date CM Medyk Agreement (primary and specialist care outpatient clinics), including the use by CM Medyk of previously utilized resources, and

 –   any  substantial material damage, which occurred on the date of the CM Medyk Agreement and were not covered by Wg Corp. statements -  the Seller, unless Wg Corp. - 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 of CM Medyk Agreement. In the event of termination of the Contract, the Issuer - The Buyer may demand that Wg Corp. - 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 Wg Corp. - the Seller the shares of CM Medyk as well as CM Medyk business in a fit state of repair allowing for normal wear and tear.

The above mentioned investment agreements -the contracts for the sale of shares under the Preliminary Investment Agreement - share purchase agreements  (the Preliminary Agreement) concluded on 25th  July 2016 by and  between EMC Instytut Medyczna S.A., MED-ART limited liability company and WG Corp. limited liability company ( which the Issuer informed  about in the current report no 41/2016 of 25th  July 2016), were concluded  since all the conditions of this agreement had been met, namely:

a. the advance of PLN 1,500,000.00 was 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 sold 100% of its shares of WG Corp. a limited liability company with its seat in Oleśnica to MED-ART a limited liability company with its seat in Oleśnica and c. WG-Corp. a limited liability company submitted 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 a limited liability company with its seat in Oleśnica or  between the Issuer and WG Corp. a 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 or/and WG Corp. a limited liability company.

Początek formularza
The Issuer informed about plans to conclude  the abovementioned agreements on 18th  July 2016 in its current report no 38/2016  and in its current report no 41/2016  of  25th  July 2016. report 41/2016.

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).