16 May 2014 07:25
GRUPO CLARIN S.A.
Board of Directors Receives Letters from Certain Shareholders
On 15 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 15 May 2014, in which its Chairman Jorge C. Rendo acknowledged receipt and communicated to the rest of the members of the Board of Directors the contents of letters from the shareholders ELHN Grupo Clarín New York Trust, HHM Grupo Clarín New York Trust, LRP Grupo Clarín New York Trust, José Antonio Aranda, Aranlú S.A., GS Unidos LLC and Ralph H Booth II-owner of the shares of that company-in connection with the implementation of its Plan to Conform the Company to the Audiovisual Communication Services Law.
Attached below is a free translation of the minutes of the meeting of the Board of Directors of 15 May 2014 and of the letters from the abovementioned shareholders.
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. 264: In the City of Buenos Aires, on the 15th day of the month of May 2014, at 20.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 174, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Pablo César Casey, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani and Sebastián Salaber, 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 Notes received from shareholders of the Company in connection with the implementation of its Plan to Conform the Company [to the Audiovisual Communication Services Law]. The Chairman opens the meeting and states that, pursuant to the decisions adopted by this Board on 13 May 2014, the Company sent a note to all of the shareholders who had signed the letters referred to in the Minutes of the Meeting of the Board of Directors of 25 April 2014 and to the holder of the Company's Class C Shares, so that they may state promptly how, if the spinoff were to be the way in which the Company implements its Plan to Conform the Company [to the Audiovisual Communication Services Law], they would fully comply with the Audiovisual Communication Services Law at the time the reorganisation occurs, both in Unit 1 and in Unit 2. The Chairman goes on to say that today he has received by e-mail from ELHN Grupo Clarín New York Trust, HHM Grupo Clarín New York Trust, LRP Grupo Clarín New York Trust, José Antonio Aranda, Aranlú S.A., GS Unidos LLC and Ralph H Booth II-owner of the shares of that company-the notes that are transcribed in full below, stating for the record that the note sent by the holder of the Class C shares, GS Unidos LLC, Ralph H. Booth II, is transcribed in English. Its translation into Spanish has been commissioned and once it is ready it will be communicated to the investor public. As stated in the letter sent by the shareholders ELHN Grupo Clarín New York Trust, HHM Grupo Clarín New York Trust, LRP Grupo Clarín New York Trust, José Antonio Aranda and Aranlú S.A., in the event that the spinoff option is the one selected for the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law], said shareholders will carry out the necessary transactions so that (i) the direct and indirect shareholders of Grupo Clarín S.A. (after the spinoff) shall be Aranlú S.A., José Antonio Aranda and LRP Grupo Clarín New York Trust, (ii) the direct and indirect shareholders of the spun-off company, Cablevisión Holding S.A., shall be HHM Grupo Clarín New York Trust and ELHN Grupo Clarín New York Trust. In their respective letters, GS Unidos LLC and, in turn, the owner of the participations in that company, Mr. Ralph H. Booth II, have stated their intention to cooperate with the Company in the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law] and, particularly, in the possible spinoff. To that end, and in the event that the spinoff is the selected option and it in fact materialises, Mr. Booth has undertaken to reach an agreement with an unrelated third party so that, subject to the approval of the regulatory authorities that may eventually correspond, they may carry out the transactions that may be necessary to cause the split of GS Unidos LLC and reach the following shareholder composition for all of the Class C shares of Grupo Clarín (after the spinoff) and the spun off company: (i) the holder of all of the Class C shares of Grupo Clarín (after the spinoff) shall be the existing company GS Unidos LLC, which by that time will be owned by an unrelated third party transferee. (ii) The holder of all of the Class C shares of the spun off Grupo Clarín, Cablevisión Holding S.A., shall be a new limited liability company that will result from the split of GS Unidos LLC, incorporated in the United States of America, which will be owned directly or indirectly by Ralph H. Booth II. In light of the importance of the letters that were received, the Chairman motions that this Board take due note of the content of such letters, that these Minutes be sent to the Argentine Securities Commission and that this information be added to the Spinoff Prospectus filed before 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 21.00 hours.
[Free Translation of the Letter from ELHN Grupo Clarín New York Trust, HHM Grupo Clarín New York Trust, LRP Grupo Clarín New York Trust, José Antonio Aranda and Aranlú S.A. Signature Certification and Apostille details intentionally omitted]
15 May 2014
Grupo Clarín S.A.
Piedras 1743, Buenos Aires
Mr. Jorge Rendo
Chairman
Within the framework of the implementation of the Plan to Conform Grupo Clarín S.A. [to the Audiovisual Communication Services Law] and of the spinoff proposed by its Board of Directors on 13 May, and as stated in our letter of 25 April 2014, we inform that in the event that the spinoff option is the one selected to implement the Plan to Conform the Company [to the Audiovisual Communication Services Law]:
1 - The undersigned controlling shareholders have reached an agreement whereby we will carry out the necessary transactions that will have the following result:
a. Direct and indirect shareholders of Grupo Clarín S.A. (after the spinoff)
i. Aranlú S.A.
ii. José Antonio Aranda
iii. LRP - Grupo Clarín New York Trust
b. Direct and indirect shareholders of Cablevisión Holding S.A.
i. HHM - Grupo Clarín New York Trust
ii. ELHN - Grupo Clarín New York Trust
2 - The transactions that result in this final shareholder composition reflected under points a and b above, complies and will comply fully with the Audiovisual Communication Services Law, especially considering that the shareholders that will maintain their shares in the companies that will participate in that corporate reorganisation have already been recognised by AFSCA, the authority that has determined that Grupo Clarín S.A. complies in its current [shareholder] composition with the admissibility conditions required under the new Audiovisual Communication Services Law.
Finally, we hereby inform you that we have communicated our agreement to the owner of GS Unidos, LLC, in order to request that that company conform [to the requirements of the Audiovisual Communication Services Law] with respect to the investment it currently has in Grupo Clarín S.A.
Sincerely,
/s/ ELHN - Grupo Clarín New York Trust
by Héctor Horacio Magnetto, as Trustee [and another illegible signature,] as Trustee
/s/ HHM - Grupo Clarín New York Trust
by Héctor Horacio Magnetto, as Trustee [and another illegible signature,] as Trustee
/s/ LRP - Grupo Clarín New York Trust
by [two illegible signatures], as Trustees
/s/ Aranlú S.A.
by José Antonio Aranda, as President
/s/ José Antonio Aranda
Cc: RALPH BOOTH - rbooth@boothamerican.com
645 Griswold Street, Suite 4321
Detroit, MI 48226
[Full Text of the Letter from Ralph H. Booth II, originally in English]
May 15th
GRUPO CLARÍN S.A.
President of the Board of Directors
Piedras 1743, Ciudad de Buenos Aires
Dear Sirs,
Pursuant to 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 implemented, I hereby express that:
A) I commit to reach an agreement, with an unrelated third party, to perform the transactions which, subject to the approval of the regulatory authorities if necessary, will result in the split (escisión) of GS Unidos, LLC and achieve the following ownership structure for the entire Class C Shares of both, Grupo Clarín S.A. (post escisión) and the newly formed company Cablevisión Holding S.A.:
i) The shareholder of the entire Class C Shares of Grupo Clarín S.A. (post escisión) will be the existing company GS Unidos, LLC, which at that time will be owned by an unrelated third party transferee, whose name will be promptly disclosed, but in no case later than May 30th, 2014.
ii) The shareholder of the entire Class C Shares of Cablevisión Holding S.A., will be a newly formed limited liability company incorporated in the USA resulting from the split (escisión) of GS Unidos, LLC, which will be owned directly or indirectly by me.
B) The transactions which lead to the final ownership structure described in items (i) and (ii) above, will fully comply with the Law of Audiovisual Communication Services.
Lastly, I notify that I have already instructed GS Unidos, LLC and its affiliates to proceed with the relevant split reorganization (escisión) mentioned above.
With regards,
/s/ Ralph H. Booth II
With Copy to: GS Unidos, LLC
[Free Translation of the letter from GS Unidos, LLC]
May 15th, 2014
GRUPO CLARÍN S.A.
Piedras 1743, Ciudad de Buenos Aires
Argentina
President of the Board of Directors
Dear Mr. Jorge Carlos Rendo:
In my capacity as legal representative of GS Unidos, LLC, holder of 25,156,869 Class C Shares of Grupo Clarín S.A., I hereby inform you that my principal has received a copy of the letter that, on this date, Mr. Ralph Booth sent to Grupo Clarín S.A.
In that regard, GS Unidos, LLC has undertaken before Mr. Ralph Booth to instrument the split transaction described therein and to cooperate with Grupo Clarín S.A. in the implementation of the Plan to Conform Grupo Clarín S.A. [to the Audiovisual Communication Services Law] and particularly with the spinoff proposed by its Board of Directors
/s/ Luis Blaquier
GS Unidos, LLC
Legal Representative