23 Nov 2018 17:46
CABLEVISIÓN HOLDING S.A.
Company Accepts Assignment Offer from Grupo Clarín S.A.
On 21 November 2018, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Board of Directors of the Company had decided to accept, on that date, the offer of assignment (the "Assignment") issued by Grupo Clarín S.A. ("GCSA") in its favour of (i) all of the collection rights and actions that GCSA has, to date, with respect to the credit against the company AMÉRICA TV S.A. ("América TV") derived from the settlement agreement with América TV, SupercableCanal S.A., Supercanal S.A., José Luis Manzano, Daniel Eduardo Vila-and their related companies and/or affiliates-which to date amounts to USD 18,500,516.40 (the "Credit"), pursuant to the acknowledgement of debt and payment agreement dated as of 15 June 2018 (the "Debt Acknowledgment Agreement"), and (ii) the rights and guarantees derived from the Debt Acknowledgment Agreement and certain Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces.
Notwithstanding the fact that both the Company and GCSA are "related parties" (subparagraph a) paragraph III of Article 72 of the Argentine Capital Markets Law), given that the amount of the consideration of USD 8,700,000 does not exceed 1% of the Company's net worth in the last approved financial statements, an opinion of the Audit Committee of the Company is not required. However, in order to provide maximum transparency and to comply with the strictest standards of corporate governance, the Board of Directors of the Company requested the opinion of the Audit Committee, which opined favourably with respect to the normal and habitual market conditions of the Offer. Consideration is of USD 8,700,000 and shall be paid no later than 10 business days after 21 November 2018.
Attached as Exhibits A and B are a free translations of the minutes of the relevant meetings of the Audit Committee and the Board of Directors.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
www.cablevisionholding.com
Email: ir@cablevisionholding.com
Tel: (+54 11) 4309 - 3417
Exhibit A
FREE TRANSLATION
Audit Committee Meeting No. 24: In the City of Buenos Aires, on the 21st day of the month of November, 2018, at 16.00 hours, the Audit Committee of Cablevisión Holding S.A. (the "Company") meets at the Company's headquarters on calle Tacuarí 1842, with the presence of Messrs. Directors Sebastián Bardengo, Alan Whamond and Nelson Damián Pozzoli. Mr. Bardengo asks to speak, and with sufficient quorum explains to those present that on 16 November 2018, Company received from Grupo Clarín S.A. ( "GCSA") an offer that was made available to the members of the Board of Directors, for the assignment of: (i) all of the collection rights and actions that GCSA has with respect to the credit against the company América TV S.A., which to date amounts to USD 18,500,516.40 (the "Credit"), as reflected in the debt acknowledgment and payment agreement dated 15 June 2018 (the "Debt Acknowledgment Agreement"), and (ii) the rights and guarantees arising from the Debt Acknowledgment Agreement and the Agreements for the Exhibition of Television Signals and Assignment of Advertising Space, duly executed copies of which are attached as exhibits to the Offer. Mr. Bardengo points out that, pursuant to the Debt Acknowledgment Agreement, the Credit must be paid monthly for an initial term of 10 years, which may be extended for the term that is necessary until the full and final settlement of such Credit. In addition, América TV S.A. and GCSA agreed that the Credit be paid directly by Telecom Argentina S.A. ( "Telecom") by discounting from the monthly consideration agreed pursuant to the assignment in favor of GCSA of certain collection rights that América TV S.A. has against Telecom under the agreements that are described as follows: (a) up to USD 6,244,128 pursuant to the Agreement for the Exhibition of Television Signals, whereby América TV S.A. assigned to GCSA 70% of the amounts it is entitled to collect from Telecom for the exhibition of the signals América TV and A24 in Argentina [other than in the City of Buenos Aires] ("en el interior del país") and 50% of the amounts that it is entitled to collect from the exhibition of the signal América TV within its coverage area, and (b) up to USD 12,677,472, pursuant to the Agreement for the Assignment of Advertising Space, whereby América TV S.A. assigned to GCSA 70% of the amounts it is entitled to collect from Telecom for the advertising of its internet and cable brands and 50% of the amounts it is entitled to collect from Telecom for the advertising of its telephony brands. In addition, Mr. Bardengo continues, if the offer is accepted by the Company, the Company shall have to pay, as consideration, no later than the tenth business day after its acceptance, USD 8,700,000 into the account indicated in the offer, or its Peso equivalent at the official sellers' exchange rate (tipo de cambio vendedor) for such currency published by Banco de la Nación Argentina on the business day immediately preceding payment. Next, Mr. Whamond asks to speak and states that with respect to the offer described by Mr. Bardengo, on 16 November 2018, the Board of Directors of the Company asked this Committee for a pronouncement on whether or not the conditions of the offer that was received may be reasonably considered to conform to normal and habitual market conditions. In that regard, Mr. Whamond states that, pursuant to Article 72 of the Capital Markets Law, in the companies that list their shares publicly, the acts and agreements that a company enters into with related companies and that involve material amounts must comply with the procedure set forth therein. The abovementioned procedure includes the request for an opinion of the Audit Committee on whether or not the conditions of the assignment may be reasonably considered to conform to normal and habitual market conditions. The committee may also resolve the matter with a report from two appraisers. Mr. Whamond continues, stating that, although both the Company and Grupo Clarín S.A. are "related companies" pursuant to paragraph a) subsection III of Article 72, the amount of the transaction does not exceed 1% of the Company's net worth measured according to the latest financial statements approved as of 30 September 2018 ,and for that reason, it would not be necessary to comply with the procedure indicated above. Mr. Whamond adds that, notwithstanding the above, the Board has decided, given the amount of the transaction and in order to provide maximum transparency and to comply with the strictest standards of corporate governance, to request a pronouncement from this Committee before submitting the transaction to the consideration of the members of the Board of Directors. Next, the Members of the Committee consider the draft Report that was circulated prior to this meeting. After an exchange of opinions, the Members of the Committee unanimously decide to approve the Report of the Audit Committee Regarding a Related Party Transaction that is copied below. Such Report shall be presented to the Board of Directors. With no other matters to discuss, the meeting is adjourned at 17.00 hours.
REPORT OF THE AUDIT COMMITTEE REGARDING A RELATED PARTY TRANSACTION
Autonomous City of Buenos Aires, 21 November 2018
To the Members of the Board of Directors of
Cablevisión Holding S.A.
Tacuarí 1842, 4th floor
Autonomous City of Buenos Aires
In our capacity as members of the Audit Committee of Cablevisión Holding S.A. (the "Company") and pursuant to the request of its Board of Directors, we issue the following opinion.
I. The Board of Directors of the Company has informed us about the reception of an offer from Grupo Clarín S.A. ("GCSA"), that was made available to the members of this Committee, for the assignment to Cablevisión Holding S.A. of (i) all of the collection rights and actions that GCSA has to date with respect to the credit against América TV S.A., which todate amounts to USD 18,500,516.40 (the "Credit"), as reflected in the debt acknowledgment and payment agreement dated 15 June 2018 (the "Debt Acknowledgment Agreement"), and (ii) the rights and guarantees arising from the Debt Acknowledgment Agreement and the Agreements for the Exhibition of Television Signals and Assignment of Advertising Space, duly executed copies of which are attached as exhibits to the offer. As reflected in the Debt Acknowledgment Agreement, the Credit must be paid monthly for an initial term of 10 years, which may be extended for the term that is necessary until the full and final settlement of such Credit. In addition, América TV S.A. and GCSA agreed that the Credit be paid directly by Telecom Argentina S.A. ( "Telecom") by discounting from the monthly consideration agreed under the assignment in favor of GCSA of certain collection rights that América TV S.A. has against Telecom under such agreements, as follows: a) up to USD 6,244,128, pursuant to the Agreement for the Exhibition of Television Signals, América TV S.A. assigned to GCSA 70% of the amounts it is entitled to collect from Telecom for the exhibition of the signals América TV and A24 in Argentina [other than in the City of Buenos Aires] ("en el interior del país") and 50% of the amounts that it is entitled to collect from the exhibition of the signal América TV within its coverage area, and b) up to USD 12,677,472 pursuant to the Agreement for the Assignment of Advertising Space, whereby América TV S.A. assigned to GCSA 70% of the amounts it is entitled to collect from Telecom for the advertising of its internet and cable brands and 50% of the amounts it is entitled to collect from Telecom for the advertising of its telephony brands. In addition, if the offer is accepted by the Company, the Company shall have to pay, as consideration, no later than the tenth business day after its acceptance, USD 8,700,000, into the account indicated in the Offer or its Peso equivalent at the official exchange rate for such currency published by Banco de la Nación Argentina on the business day immediately preceding payment.
II. The Audit Committee includes, among its obligations, the duty to issue a grounded opinion with respect to related party transactions in the cases set forth under Article 72 of the Capital Markets Law. Even though Cablevisión Holding S.A. and Grupo Clarín S.A. are related parties pursuant to Article 72 of the Capital Markets Law-because they are both subject to common control- the amount of the consideration, USD 8,700,000 does not involve a material amount, because it does not exceed 1% of the net worth of Cablevisión Holding S.A. measured according to the latest approved financial statements as of 30 September 2018. Therefore-and pursuant to said law, a pronouncement by the Audit Committee on whether or not the conditions of the offer may be reasonably considered to conform to normal and habitual market conditions would not be necessary. Notwithstanding the above, in order to provide maximum transparency and to comply with the strictest standards of corporate governance, given the amount of the transaction, the Board of Directors has decided to request this Committee that, before submitting the offer to the consideration of the members of the Board of Directors, they receive an opinion from the Audit Committee.
III. For the issuance of our opinion we have:
a) Made an analysis and general understanding of the offer
b) Reviewed the underlying documents for the offer.
c) Analyzed the technical calculations and evaluated the premises used by the Management of the Company in the "Report on the Assignment of the Credit Grupo Clarín S.A. - América TV", to determine the value of offer.
d) Assessed the conclusion arrived at in the "Report of the Assignment of the Credit Grupo Clarín S.A. - América TV", which this Committee shares, where it recommends the Board of Directors of Cablevisión Holding S.A. the acceptance of the offer.
IV. Taking into account the tasks performed as described in paragraph III, in our opinion, the conditions of the offer mentioned in paragraph I, may be reasonably considered to conform to normal and habitual market conditions.
Sebastian Bardengo
President of the Audit Committee
Exhibit B
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 21st day of the month of November, 2018, at 18.00 hours, the Board of Directors of Cablevisión Holding S.A. (the "Company") meets at the company's headquarters at calle Tacuarí 1842, 4th Floor, with the presence of the Members of the Board of Directors and of the Supervisory Commission who sign below. The Meeting is opened by the President, who submits to the consideration of those present the following point of the agenda: Consideration of the acceptance of the offer for the assignment in favor of the Company of the rights under the credit that Grupo Clarín S.A. has against América TV S.A. and of the rights and guarantees arising from the Acknowledgment of Debt and Payment Agreement and the Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces (the "Offer"). Opinion of the Audit Committee. The President, Mr. Sebastián Bardengo, speaks and states that, as is already known by the Members of the Board present at this meeting, at a meeting held on 16 November 2018 this Board decided, notwithstanding the fact that the procedure set forth in Art. 72 of the Capital Markets Law need not have been followed because the amount of the consideration for the Offer did not exceed 1% of the corporate net worth of the Company according to the latest financial statements approved as of 30 September 2018, and in order to provide maximum transparency and to comply with the strictest standards of corporate governance, given the amount of the transaction, to request the opinion of the Audit Committee on whether or not the terms and conditions of the Offer may reasonably be considered to conform to normal and habitual market conditions. The President continues saying that today the Audit Committee has issued a report, a copy of which was made available to the Members of the Board prior to this meeting, where it concludes that, after having made an analysis and general understanding of the Offer, reviewed the transaction's underlying documents and analyzed the technical calculations and the premises used by the Management of the Company to determine the value of the transaction, the terms and conditions of the Offer could reasonably be considered to conform to normal and habitual market conditions. Therefore, and taking into account (I) the negotiations held with GCSA, (II) the terms and conditions of the Offer received together with the documents included as Exhibits thereto, (III) the recommendation of the Management of the Company, (IV) the legal opinion of Estudio Sáenz Valiente with respect to the contracts attached as Exhibits to the Offer, which reveal that: (a) the Acknowledgment of Debt and Payment Agreement is in effect, (b) that América TV S.A. has assigned to GCSA certain collection rights that América TV S.A. has against Telecom Argentina S.A., (c) that in guarantee for the fulfillment of certain obligations relating to the Credit, América TV S.A. has contracted two insurance bonds with the insurance company SMG Compañía Argentina de Seguros S.A., and (V) the favorable opinion of the Audit Committee, the President moves to accept the Offer received. The motion is submitted to a vote, after analyzing the documents attached as Exhibits to the Offer, the terms and conditions of such Offer, after analyzing the opinion of Management and taking into account the opinion received from the Audit Committee, Messrs. Sebastián Bardengo, Sebastián Fabrosqui, Alan Whamond, Gonzalo Blaquier, Sebastián Salaber and Nelson Damián Pozzoli vote in favor of the acceptance of the Offer and unanimously authorize the President to carry out the necessary acts to notify GCSA of the acceptance of the Offer as well as to make the rest of the communications that may be required under applicable law. With no other matters to discuss, the meeting is adjourned at 19.00 hours.
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