2 Jun 2014 07:38
GRUPO CLARIN S.A.
Board of Directors Receives Note from Shareholder
On 30 May 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Board of Directors of the Company had held a meeting on 29 May 2014, in which the Board of Directors had considered a note received from Mr. Ralph Booth II in his capacity as owner of the participations of the shareholder GS Unidos LLC in connection with the implementation of the Plan to Conform the Company to the Audiovisual Communication Services Law.
Attached is a free translation of the minutes of the meeting of the Board of Directors.
Enquiries:
In Buenos Aires:
Alfredo Marín/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
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 270: In the City of Buenos Aires, on the 29th day of the month of May 2014, at 19.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno and Alberto César Menzani and of the undersigned members of the Supervisory Committee. The Chairman opens the meeting and submits the following point of the agenda to the consideration of those present: Consideration of the Note received from Mr. Ralph Booth II in his capacity as owner of the participations of the shareholder GS Unidos LLC in connection with the Plan to Conform the Company to the Audiovisual Communication Services Law. The Chairman states that on that day the Company had received vie e-mail a letter sent by Mr. Ralph H. Booth II in his capacity as owner of the participations of GS Unidos LLC-holder of the Class C Shares of the Company-which is copied below in full text, stating for the record that it is copied in English and that a Spanish translation has been requested and once ready it will be communicated to the investor public. On the letter, and supplementing the letter dated as of 15 May, Mr. Ralph H. Booth II communicates that, in the event that the spin-off option is selected to implement the Plan to Conform the Company to the Audiovisual Communication Services Law, he has reached an agreement with Mr. Richard Núñez, an American citizen, so that, subject to the approval of regulatory authorities that may eventually correspond, they may perform the necessary transactions to cause the split (escisión) of GS Unidos, LLC and achieve the following shareholder composition for all the Class C Shares of Grupo Clarín (after the Spin-off): (i) the holder of all Class C Shares of Grupo Clarín S.A. (after the Spin-off) will be the existing company GS Unidos, LLC, which at that time will be wholly owned by Mr. Richard Nuñez. (ii) The holder of all Class C Shares of the spun off company, Cablevisión Holding S.A. as was duly informed, will be a new limited liability company that will result from the split (escisión) of GS Unidos, LLC, registered in the United States of America, which will be owned, directly or indirectly, by Ralph H. Booth II. Given the importance of the letter received by the Company, the Chairman motions that the Board take due note of its content and that it be sent to the Argentine Securities Commission, and that its information be added to the Spin-off Prospectus filed with the Commission on 14 May 2014. The motion is submitted to a vote and approved unanimously. With no further items to discuss, the meeting is adjourned at 20.00 hours.
[Full Text of the Letter from Ralph H. Booth II, originally in English]
May 29th, 2014
GRUPO CLARIN S.A.
President of the Board of Directors
Piedras 1743, Ciudad de Buenos Aires With Copy to: GS Unidos, LLC
Dear Sirs,
Pursuant to: (i) the Proposal of Reorganization and in the event that the split alternative proposed by the board of directors of Grupo Clarín S.A. on May 13th was approved by the shareholders in the shareholders meeting to be held on June 30, 2014 and finally implemented, and (ii) the terms of my letter dated as of May 15, 2014, I hereby express that:
A) I have reached an agreement with Mr. Richard Nuñez, an American citizen with Passport N° 218134797, to perform the necessary transactions and take the corporate resolutions which, subject to the approval of regulatory authorities, if necessary, will result in the split (escisión) of GS Unidos, LLC. As a result of which, the ownership structure for the entire Class C Shares of both, Grupo Clarín S.A. (post escisión) and the company to be formed as a result of the Grupo Clarín´s split under the name of Cablevisión Holding S.A. will be as follows:
i) The holder of all Class C Shares of Grupo Clarín S.A. (post escisión), representing 8.75% of its capital stock, will be the existing company GS Unidos, LLC, which at that time will be wholly owned by Mr. Richard Nuñez, directly or indirectly through its wholly owned company RN Holdings LLC or any other entity controlled by him.
ii) The holder of all Class C Shares of Cablevisión Holding S.A., representing 8.75% of its capital stock, will be a limited liability company to be incorporated in the USA as a result of the split (escisión) of GS Unidos, LLC, which will be wholly owned by me, through Booth American Company and Booth American Company Investment LLC or any other entity controlled by me.
B) The transactions which will lead to the final ownership structure described in items (i) and (ii) above, will fully comply with the Law of Audiovisual Communication Services.
With regards,
Ralph H. Booth II