24 Oct 2019 10:33
Grupo Clarín S.A.
Grupo Clarín Acquires Real Property from Subsidiary
On 23 October 2019, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 23 October 2019 the Board of Directors of the Company approved the execution of a purchase agreement (boleto de compraventa) with Arte Gráfico Editorial Argentino S.A. ("AGEA"), a subsidiary of the Company, which was executed on 23 October 2019, to acquire two properties owned by AGEA: i) Property on Avenida del Barco Centenera numbers 2630, 2644, 2650 and 2728 and calle Tilcara without a number. Cadastral Data: Circumscription 1, Section 38, Block 8-B, Parcel B. Real Estate Registry No. (Partida Inmobiliaria) 85745 DV.06, and ii) Property on Avenida del Barco Centenera numbers 2750, 2790 and 2800 and calle Tilcara number 2761, 2771 and 2781, Cadastral Data: Circumscription 1, Section 38, Block 8-B, Fraction A. Real Estate Registry Nos. (Partidas Inmobiliarias) 9876 DV 05 and 98725 DV 09, both of them in the City of Buenos Aires.
The purchase price is of Ps. 972,000,000, which shall be paid by offsetting certain credits that the Company has against AGEA for Ps. 569,687,503.71 and with respect to the balance, i.e. Ps. 402,312,496.29, the Company undertakes to pay it within 180 days, counted as from the date of execution of the purchase agreement. The parties expressly acknowledged and agreed that the Company may make partial payments and that such payments may also be made by way of setoff of other credits that the Company may have against AGEA. Possession of the two properties was handed over upon execution of the purchase agreement.
Exhibit A is a free translation of the minutes of the meeting of the Board of Directors held on 23 October 2019, at which the abovementioned resolutions were adopted.
Enquiries:
In Buenos Aires:
Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
Exhibit A
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 23rd day of the month of October 2019, at 12.00 hours, the Board of Directors of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, City of Buenos Aires, with the presence of the undersigned members of the Board of Directors and members of the Supervisory Committee. Mr.Héctor Mario Aranda, as acting President, submits to the consideration of those present the following point of the agenda: Consideration of the execution of a purchase agreement (boleto de compraventa) fot the purchase of real estate owned by Arte Gráfico Editorial Argentino S.A. Mr. Héctor M. Aranda continues to speak and states that, as is known by the Directors present at the meeting, one of the subsidiaries of the Company, Arte Gráfico Editorial Argentino S.A. ("AGEA") has a debt with the Company for an aggregate amount of Ps. 569,687,503.71, broken down as follows: (i) Ps. 338,220,098.50 pursuant to a loan dated as of 4 December 2017, as amended on 18 April 2018 for an aggregate principal amount of Ps. 360,882,000, which was partially settled pursuant to a purchase agreement executed on 27 December 2018 and extended on 25 March 2019; (ii) corporate fees invoiced by the Company to AFEA for the periods 08/2014 to 12/2018, for Ps. 134,545,062.77, (iii) corporate fees invoiced by the Company to Artes Gráficas Rioplatense S.A., a company that was merged into AGEA, for the periods 01/2017 to 12/2017, for Ps. 7,260,000; (iv) assignment of a credit in favour of AGEA that the Company held against Impripost Tecnologías S.A., arising from a loan dated as of 31 July 2018, plus its corresponding interest, for an aggregate Ps. 34,740,342.45; (v) setoff of a credit held by the Company against AGEA for the sale of shares of Artes Gráficas Rioplatense S.A. on 31 December 2017 (Ps. 20,000,000), net of a debt of the Company to AGEA for the purchase of shares of GC Minor S.A. on 31 December 2017 (-Ps. 2,500,000), for a net amount of Ps. 17,500,000; (vi) assignment of a credit in favour of AGEA that the Company held against Unir S.A., arising from the invoicing of corporate fees for the periods 11/2017 to 12/2019 for an aggregate amount of Ps. 37,422,000 (the "Credit"). As a result, the Company has been holding negotiations with AGEA so that it may settle the Credit in full by assigning to the Company: (i) a property owned by AGEA as a result of the merger into AGEA of Artes Gráficas Rioplatense S.A., located in Circumscription 1 of this City, facing Avenida del Barco Centenera numbers 2630, 2644, 2650 and 2728 and calle Tilcara without a number, built on the plot of land designated by its title as Fraction B, with the following cadastral data: Circumscription 1, Section 38, Block 8-B, Parcel B; and (ii) a property owned by AGEA as a result of the merger into AGEA of Artes Gráficas Rioplatense S.A., located in Circumscription 1 of this City, facing Avenida del Barco Centenera numbers 2750, 2790 and 2800 and calle Tilcara number 2761, 2771 and 2781, with the following cadastral data: Circumscription 1, Section 38, Block 8-B, Fraction A ((i) and (ii) hereinafter, the "Properties"). Therefore, [the acting President] submits to the consideration of the Board of Directors the main terms and conditions of the purchase agreement whereby the Properties are given as payment [for the Credit], a draft of which was circulated to the members of the Board of Directors prior to this meeting for its analysis (the "Purchase Agreement"): Seller: AGEA; Purchaser: the Company; Purpose: transfer of the Properties; Price: Ps. 972,000,000, payable as follows: (i) Ps. 569,687,503.71 by way of setoff against the Credit and (ii) the balance, i.e. Ps. 402,312,496.29 shall be paid by the Company within 180 days of the execution of the Purchase Agreement. The parties agree that the Company may make partial payments and that such payments may also be by way of setoff of credits that the Company may have against AGEA; Hand-over of Possession of the Properties: on the date of execution of the Purchase Agreement; Date of celebration of the deed of transfer of title of the Properties: at the latest within 180 days of the subscription of the Purchase Agreement; Expenses: (i) the cost of the title deed, government fees, taxes and [notary] fees shall be borne by the Company; (ii) income tax, if applicable, shall be borne by AGEA; and (iii) the stamp tax on the Purchase Agreement shall be borne by the Company; Jurisdiction: Ordinary Courts of the Federal Capital. Next, Mr. Héctor M. Aranda motions specifically for the Board to: (i) approve the terms and conditions of the Purchase Agreement that were analysed above; (ii) authorize the President, Vice President or any of the attorneys in fact of the Company, including Mr. Francisco Iván Acevedo and Ms. Samantha Lee Olivieri, to sign the Purchase Agreement, the deed of transfer of title of the Properties and any other documents that may be required to transfer the Properties in favour of the Company. The matter is submitted to a vote and is approved unanimously. With no further matters to discuss, the meeting is adjourned at 12.40 hours.
Board of Directors: Héctor Mario Aranda, Martin Gonzalo Etchevers, Horacio Ezequiel Magnetto, Lorenzo Calcagno, Andrés Gabriel Riportella, Ignacio Rolando Driollet, Horacio Eduardo Quirós, Alma Rocio Aranda, and Francisco Pagliaro.
Supervisory Committee: Andrea Estela Piano, Hugo Ernesto López, and Carlos Alberto Pedro Di Candia.