CENTRO DE IMAGEM DIAGNOSTICS S.A. (“Company”. “Alliar”) (B3: AALR3) in compliance with the provisions of the Securities and Exchange Commission (“CVM”) Resolution No. 44, of August 23, 2021, as amended (“CVM Resolution 44”) and of Law No. 6,404, of December 15, 1976, as amended (“Corporate Law”), hereby informs its shareholders and the market in general that the Company held on April 1, 2022 the General Meeting of Debenture Holders of the 1st (first), 2nd (second) and 3rd (third) series of the 2nd (second) issue of simple, non-convertible debentures, in 3 (three) series, of the unsecured type, for public distribution with restricted efforts, by Centro de Imagem Diagnósticos S.A. (“AGD”), in which the present holders of the outstanding debentures, representing 95.68% of the current position of the debenture holders, pursuant to the “Private Deed Instrument of the 2nd (Second) Issuance of Simple Debentures, Non-Convertible into Shares, in Three Series, of the Unsecured Type, for Public Distribution with Restricted Efforts, from Centro de Imagem Diagnósticos SA“, as amended (“Indenture”), approved the prior consent for the transfer of common shares issued by the Company and the potential change of the Company‘s direct share control to Fonte de Saúde Fundo de Investimento em Participações Multiestratégia, so that the potential change in control is not considered a Non-Automatic Early Maturity Event, pursuant to Clause 8.2.1, item “(xvi)” of the Indenture. The approval is subject to the 1st (first) disclosure of the call notice for the Ratification AGD (as defined below) by the Company.
In compensation for the approvals, the debenture holders proposed certain changes to the Indenture, as described in the minutes published on the Company‘s website and filed with CVM. The amendment to the Indenture is subject to ratification at a new General Meeting of Debenture Holders, as will be called for this purpose and to which the Debenture Holders present at the AGD have committed to attend.
The total enforceability of the considerations agreed between the Debenture Holders and the Company is conditioned to (i) the effective transfer of shares issued by the Company and verification of the change in the Company‘s control within the scope of the Transaction and (ii) the resolution favorable to the ratification of the resolutions in the Ratification AGD, what happens afterwards.
Therefore, the Company concluded the renegotiation with the debenture holders of the 2nd issue to ensure that there is no breach of the current restrictive clauses and will call a new General Meeting of Debenture Holders to ratify the amendments proposed in the Indenture and approved at the AGD, subject to the provisions of the aforementioned minutes.
São Paulo, April 4, 2022.
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Karla Maciel
CEO & IRO
E-mail: ri@alliar.com