13/07/2016

Report no 37/2016

Conclusion of a loan agreement with Raiffeisen Bank Polska Spółka Akcyjna

The Management Board of EMC Instytut Medyczny S.A. announces that  loan agreements between Raiffeisen Bank Polska SA with its registered seat in Warsaw (‘the Bank’)  and  the subsidiary of the Issuer –Regionalne Centrum Zdrowia sp. z o.o. with its seat in Lubin and the Issuer were signed on 12th July 2016 and 13th July 2016 respectively.

Pursuant to the CRD/45054/16  loan agreement  with Raiffeisen Bank Polska Spółka Akcyjna with its registered seat in Warsaw (‘EMC Agreement’) the Issuer has been granted a non-revolving credit that amounts to PLN 12,684,000.00 (twelve million six hundred  and eighty-four thousand) intended primarily to refinance the bank loan with DNB Bank Polska S.A. and subsequently to finance the Issuer’s current business activity (‘EMC Loan’)

The loan interest rate is based on a WIBOR 1M rate in PLN, plus the Bank margin of 1,9 pp per annum.

The loan shall be repaid in principal and interest instalments, due and payable on the last working day of the calendar month beginning on 31st January 2017.The final repayment date is 29th  July 2022.

The repayment collaterals of the EMC loan contract include:

1.      power of attorney to a current account and other accounts of the borrower in the Bank

2.      joint real estate mortgage up to PLN 8,000,000.00 ( eight million) on properties located in Lubin at Bema St., Land and Mortgage Register  Book Nos. LE1U/00040012/3 and LE1U/00042568/9 , along  with the assignment of rights under the insurance contract of the said property,  with the reservation that:

-        the amount of insurance against fire and consequences of other random events cannot be less than PLN 8,000,000.00 (eight million)

-        the insurer must be approved by the Bank.

All claims  for interest and costs of proceedings that  have been granted, as well as any claim for commissions, fees, expenses and other receivables arising from the EMC Agreement  shall be  secured by the mortgage.

 All cash liabilities arising from the agreement concluded by Regionalne Centrum Zdrowia sp. z o. o. with its seat in Lubin and the Bank pursuant to the CRD/45053/16  loan agreement  of 12th July 2016 with further amendments shall also be secured by the mortgage.

3.      the  confirmed assignment of receivables from contracts concluded  by and between EMC Piaseczno sp. z o.o. with its seat in Piaseczno and the National Health Fund,

4.      the  confirmed assignment of receivables from contracts concluded  by and between EMC Regionalne Centrum Zdrowia sp. z o.o. with its seat in Lubin and the National Health Fund

5.      A loan repayment guarantee up to the amount of the EMC loan issued by Regionalne Centrum Zdrowia sp. z o.o. with its seat in Lubin

6.      A loan repayment guarantee up to the amount of the EMC loan issued by EMC Piaseczno sp. z o.o. with its seat in Piaseczno

7.      blank promissory note of the Issuer and the promissory note declaration.

Other than  the provisions here above shall remain  typical of such contracts

Pursuant to the CRD/45053/16 loan agreement with Raiffeisen Bank Polska Spółka Akcyjna with its registered seat in Warsaw (‘RHC Agreement’) the subsidiary of the Issuer – Regionalne Centrum Zdrowia sp. z o.o. with its seat in Lubin (‘RHC’) has been granted a revolving overdraft facility  that amounts to PLN 7,000,000 (seven million ) intended primarily to finance  RHC ‘s current business activity (‘RHC Loan’)

The RHC loan interest rate is based on a WIBOR 1M rate in PLN, applicable in the first month in which the loan was utilized, adjusted on the last working day each month, fixed on the basis of quotes two working days  prior to the day interest rate change plus the Bank margin of 1,65 pp per annum.

The loan shall be repaid with proceeds to  the RHC current account maintained by the Bank. RHC shall pay to the Bank monthly interest on the utilized RCH loan. The final repayment date is 30th June 2017.

The repayment collaterals of the RHC loan contract include:

1.      power of attorney to a current account and other accounts of the RHC in the Bank

2.      joint real estate mortgage up to PLN 8,000,000.00 ( eight million) on properties located in Lubin at Bema St., Land and Mortgage Register  Book Nos. LE1U/00040012/3 and LE1U/00042568/9 , along with the assignment of rights under the insurance contract of the said property, with the reservation that:

-        the amount of insurance against fire and consequences of other random events cannot be less than PLN 8,000,000.00 (eight million)

-        the insurer must be approved by the Bank.

 All claims  for interest and costs of proceedings that  have been granted, as well as any claim for commissions, fees, expenses and other receivables arising from the RHC Agreement  shall be  secured by the mortgage.

 All cash liabilities arising from the agreement concluded by Regionalne Centrum Zdrowia sp. z o. o. with its seat in Lubin and the Bank pursuant to the CRD/45054/16  loan agreement  of 13th July 2016 with further amendments shall also be secured by the mortgage.

3.      the  confirmed assignment of receivables from contracts concluded  by and between EMC Piaseczno sp. z o.o. with its seat in Piaseczno and the National Health Fund,

4.      the  confirmed assignment of receivables from contracts concluded  by and between EMC Regionalne Centrum Zdrowia sp. z o.o. with its seat in Lubin and the National Health Fund

5.      A loan repayment guarantee up to the amount of the RHCloan issued by EMC Instytut Medyczny S.A. with its seat in Wrocław

6.      blank promissory note of the RHC and the promissory note declaration.

Other than  the provisions here above shall remain  typical of such contracts.

There are no affiliations whatsoever between the Issuer, the Bank  as well as  between the RHC and the Bank. Neither are there any affiliations whatsoever between  both the Issuer’s and the RHC managers or  supervisors and Bank 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)