30 Nov 2016 07:00
GRUPO CLARIN S.A.
Company issues offer to Subsidiary Cablevisión S.A.
On 29 November 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that its Board of Directors had approved the issuance of an offer to its subsidiary Cablevisión S.A. ("Cablevisión"), whereby, if the offer is accepted by Cablevisión, the Company shall issue a promissory note in favour of Cablevisión for a principal amount of USD 23,000,000, with a Maturity Date of 15 June 2021. Cablevisión notified the Company of its acceptance of the Offer, and therefore, the Company will proceed to issue the Promissory Note subject to the agreed terms and conditions.
Attached as Exhibit A is a free English language translation of the minutes of the meeting of the Board of Directors held on 25 November 2016.
Enquiries:
In Buenos Aires:
Agustín Medina Manson / Patricio Gentile
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 No. 369: In the City of Buenos Aires, on the 25th day of the month of November 2016, at 11.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 1743, City of Buenos Aires, with the presence of Messrs. Directors Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Horacio Eduardo Quirós, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Gonzalo Blaquier, Sebastian Salaber and of the members of the Supervisory Committee who sign below. The Chairman, Mr. Jorge C. Rendo, submits the following point of the agenda to the consideration of those present: 1) Consideration of the issuance of an offer to Cablevisión S.A. The chairman, Dr. Rendo, speaks and proposes the issuance of an offer to Cablevisión S.A., whereby the Company would issue, if Cablevisión S.A. accepts the offer, a promise to pay, by issuing a promissory note (the "Promissory Note") for an aggregate principal amount of USD 23,000,000 (United States dollars twenty three million) plus the corresponding interest, and subject to the terms and conditions detailed below (the "Offer") for the Company to have the necessary funds to make investments and develop its business. The main terms and conditions of the Offer are the following: Issuer of the Promissory Note: Grupo Clarín S.A.. Amount Issued: USD 23,000,000. Maturity Date: 15 June 2021. Interest: the principal amount of the Promissory Note will accrue interest daily at an annual rate of 6.5%, calculated from the date of issuance until the maturity date; interest shall be capitalized every six months. Interest Payment Date: Interest shall be paid semi annually as from 15 June 2017. Late Payment Interest: In the event of a failure to pay the principal amount of the Promissory Note (together with the corresponding interest), the principal amount shall accrue a late payment interest daily at a rate of 2% per annum from the maturity date to the effective payment date. Payment Currency: all payments under the Promissory Note shall be in United States dollars. Settlement and payment of amounts due under the Promissory Note: Grupo Clarín S.A. may pay and settle the amounts under the Promissory Note on the maturity date or, at its option, at any time prior to maturity, subject to all other terms and conditions of the Promissory Note. Payments shall be made by wire transfer to the bank account indicated for such purpose, or subject to prior notice 10 days before the maturity date or to the date of payment, in kind, by delivering USD 500,000,000 6.5% issued by Cablevisión S.A., as issuer, Deutsche Bank Trust Company Americas, as Trustee, Registration Agent, Payment and Transfer Agent. Voluntary Pre-Payment: Grupo Clarín S.A. may, with a 2 business-day prior notice, prepay without penalty, in whole or in part, the principal amount of the Promissory Note plus accrued interest. The minimum amount of prepayment shall be USD 1,000,000 and, starting from that amount, multiples of USD 500,000. The prepaid amounts shall be applied firstly to the settlement of accrued interest and secondly to the settlement of principal. In the event of partial prepayments, Grupo Clarín S.A. may issue and deliver a new promissory note for the outstanding principal and interest. Commitments and Obligations: until actual payment of principal and interest under the Promissory Note, Grupo Clarín S.A. undertakes the obligation to notify the occurrence of an event of default and the initiation of any action, demand or process that, if adversely decided, could cause a material adverse effect (a) on its business, assets or financial (or other) condition, or (b) on its capacity to fulfil the obligations assumed under the Promissory Note. Withholdings: All payments under the Promissory Note shall be made with no deduction or withholding of any taxes, fees or contributions, current or future, of any nature that may be assessed, taxed, collected, withheld or determined by or within Argentina or any political subdivision of Argentina or any existing authority with the power to create such [taxes, fees or contributions], unless the Company is under a legal obligation to do so, in which case it shall be authorized to make such deduction or withholding and shall duly pay the withheld amount to the corresponding governmental authority. Applicable Law: Law of the State of New York, United States of America. Jurisdiction: [the parties] submit to the jurisdiction of the Federal Courts or the State of New York, Manhattan, United States of America. After an exchange of questions and answers and taking into account that the terms and conditions described shall be, in the event of acceptance by Cablevision S.A., market terms, the Board of Directors unanimously resolves to approve the terms and conditions of the Offer and their delivery to Cablevisión S.A., authorising the Chairman or any of the attorneys in fact of the Company to execute the Offer.
With no other matters to consider, the meeting is adjourned at 12.00 hs.
Directors: Jorge Carlos Rendo, Alejandro Alberto Urricelqui, Pablo César Casey, Horacio Eduardo Quirós, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Gonzalo Blaquier, Sebastian Salaber.
Supervisory Commission: Carlos Alberto Pedro Di Candia, Raúl Antonio Morán and Pablo San Martín.