08/01/2016
Report no 49/2016
The purchase of shares in Q-Med a 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 EMC Instytut Medyczny S.A - The Issuer announces that on 1st August 2016 the Issuer purchased 100% of shares of Q-Med a limited liability company based in Oleśnica (Q-Med) and 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) of 28th July 2016, which the Issuer announced on 18th July in its current report no.38/2016,and on 25th July in its current report no 41/2016 as well as on 29th July in its current report no 45/2016 , shares in Q-Med were purchase from MED-ART limited liability company with its seat in Oleśnica (MED-ART).
EMC Instytut Medyczny S.A. purchased 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 has been 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.
Pursuant to the Investment Agreement - a share disposal agreement (CM Medyk Agreement) of 28th July 2016, which the Issuer announced on 18th July in its current report no.38/2016,and on 25th July in its current report no 41/2016 as well as on 29th July in its current report no 45/2016 , shares in CM Medyk were purchase purchased from WG Corp. limited liability company with its seat in Oleśnica (WG Corp).
The Issuer, pursuant to the Investment Agreement - a share disposal agreement (CM Medyk Agreement) 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 has been 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.
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).