2 Jul 2014 07:14
GRUPO CLARIN S.A.
Grupo Clarín Holds Extraordinary Shareholders' Meeting
On 1 July 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 30 June 2014 the Company held Extraordinary Shareholders' Meeting, with a quorum of 98.24% of the Company's issued and outstanding capital stock and 99.14% of the votes, at which the shareholders had decided as follows:
1) Appointment of two shareholders to draft and sign the meeting minutes.
By majority vote, the shareholders decided that the meeting minutes be drafted and signed by the representatives of the shareholders José Antonio Aranda and GC Dominio S.A. The Company registered 560,411,351 affirmative votes and 25,866,395 negative votes.
2) In connection with the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA, consideration of the alternatives that were analysed by the Board of Directors of the Company with respect to Units 1 and 2 contemplated in the abovementioned Plan. Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting- the commercial terms of which may have been approved by the Board of Directors for the sale of the abovementioned Unit(s). Alternatively, consideration of the Company's partial spin-off proposal approved by the Board of Directors at the meeting held on 13 May 2014. Consideration of the Company's Special Parent-Only Financial Statements as of 3.31.14 and of the Company's Special Pro-Forma Spinoff Parent-Only Statement of Changes in Equity as of 3.31.14. Approval of the "exchange ratio". Limitation of withdrawal rights pursuant to Section 245, 2nd paragraph, Law No. 19,550.
The shareholders approved unanimously the partial spinoff of the Company, the Special Parent-Only Financial Statements as of 3.31.14 and the Company's Special Pro-Forma Spinoff Parent-Only Statement of Changes in Equity as of 3.31.14, the "exchange ratio" and the limitation of withdrawal rights pursuant to Section 245, 2nd paragraph, Law No. 19,550. The Company registered 586,277,746 affirmative votes.
3) Subject to the decision adopted upon consideration of point 2) of the agenda, creation of a new corporation (sociedad anónima) with the assets to be spun off, approval of its Bylaws, appointment of the Members and Alternate Members of the Board and Supervisory Committee, appointment of the external auditor. Authorisation to perform acts that are related to the corporate purpose during the foundational period of the new corporation. Request to enter the public offering regime and to list the shares of the new corporation on the Buenos Aires Stock Exchange and the London Stock Exchange. Reduction of the corporate equity of the Company as a consequence of the partial spin-off. Request to reduce the amount of the equity that is authorised for public offering before the Argentine Securities Commission and listed on the Buenos Aires Stock Exchange and the London Stock Exchange as a consequence of the partial spin-off of the Company. Amendment of the Company's bylaws as a consequence of the partial spin-off and the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law] under the terms of the Spinoff Prospectus.
By majority vote, the shareholders approved a motion to split this item of the agenda in order to give a logical order to its debate and vote. The Company registered 581,236,698 affirmative votes and 5,041,048 abstentions.
Following the order of the motion, i) by majority vote, the shareholders approved the creation of a new corporation (sociedad anónima) with the assets to be spun off under the name CABLEVISIÓN HOLDING S.A., the bylaws included under Annex VI of the Spinoff Prospectus, and authorized the Board of Directors of CABLEVISIÓN HOLDING S.A. to perform the acts relating to its registration during its foundational period and to request admission to the public offering regime and to list the shares of the new corporation on the Buenos Aires Stock Exchange and the London Stock Exchange. The Company registered 559,286,751 affirmative votes and 26,990,995 negative votes.
ii) The Class "A" Shareholders, at a special meeting by class approved unanimously the appointment of Messrs. Alejandro Alberto Urricelqui, Pablo César Casey, Hernan Pablo Verdaguer, Nicolás Sergio Novoa, Ignacio José María Sáenz Valiente and Sebastián Bardengo as Directors and Messrs. Bernardo Saravia Frias, Carlos Alberto Saravia Frias, Lucas Peres, Leonardo de Tezano Pintos, Lucrecia María Delfina Moreira Savino and Jorge Jaime José de la María Martinez de Hoz as Alternate Directors, informing that all of the proposed directors are non-independent, as such term is defined under CNV Regulations.
iii) By majority vote, the Class "B" Shareholders, at a special meeting by class, approved the appointment of Messrs. Lorenzo Calcagno and Federico Ríos as Directors and Messrs. Jorge Omar Rafael and Jorge Carlos Cura as Alternate Directors, informing that all of the proposed directors are independent, as such term is defined under CNV Regulations. The Company registered 154,228,362 affirmative votes and 26,990,995 negative votes.
iv) The Class "C" Shareholders, at a special meeting by class approved unanimously the appointment of Messrs. Luis María Blaquier and Sebastián Salaber as Directors and Messrs. Gervasio Colombres and Martín Axel Adlercreutz as Alternate Directors, informing that all of the proposed directors are non-independent, as such term is defined under CNV Regulations.
v) The Class "A" Shareholders, at a special meeting by class approved unanimously the appointment of Mr. Hugo Ernesto López as syndic and Mrs. Adriana Estela Piano as alternate syndic, stating for the record that they are both independent, as such term is defined under CNV Regulations.
vi) By majority vote, the Class "A" and "B" Shareholders, voting as a single class at a special meeting of Class "A" and Class "B" Shareholders, approved the appointment of Mr. Miguel Ángel Mazzei as syndic and Mr. Andrés Damián Menzani as alternate syndic for the Class "B" Shares, stating for the record that they are both independent, as such term is defined under CNV Regulations. The Company registered 230,208,666 affirmative votes and 26,990,995 negative votes.
vii) The Class "C" Shareholders, at a special meeting of Class "C" Shareholders, approved unanimously the appointment of Mr. Andrés Gabriel Riportella as syndic and Mrs. Silvia Andrea Tedín, stating for the record that Mr. Riportella and Mrs. Tedín are independent, as such term is defined under CNV Regulations.
viii) By majority vote, the shareholders approved the appointment of Messrs. Gustavo Ariel Vidan and Marcelo Pablo De Nicola, as auditor and alternate auditor, respectively, of Cablevisión Holding S.A., both partners of PRICE WATERHOUSE & CO. S.R.L. The Company registered 559,286,751 affirmative votes, 1,124,600 negative votes and 25,866,395 abstentions.
ix) By majority vote, the shareholders decided to, 1) reduce the equity of the Company as proposed by the Board of Directors-taking into account the correction of the typo mentioned under point 2) of the agenda; 2) request the CNV the reduction in the amount of equity capital authorized for public offering and listing with the Buenos Aires Stock Exchange and the London Stock Exchange as a consequence of the partial spinoff of the Company; 3) amend Articles 4º, 5º, 16º, 21º and 24º of the Company's Bylaws as indicated in the Spinoff Prospectus, and 4) to eliminate Section 27º of the current Bylaws of Grupo Clarín S.A. The Company registered 585,153,146 affirmative votes and 1,124,600 negative votes.
4) Consideration of the irrevocable offer(s) received by the Company in connection with the acquisition of the shares of Unit 3 (Cablevisión S.A. Spun-Off Company 2) pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA, which was approved by the Board of Directors on 5.20.2014.
By majority vote, the shareholders approved the irrevocable offer received for the acquisition of Unit 3 under the Plan to Conform the Company to the Audiovisual Communication Services Law. The Company registered 586,257,746 affirmative votes and 20,000 abstentions.
5) Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting-the commercial terms of which may have been approved by the Board of Directors for the sale of the shares and/or assets that comprise Unit 4 pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA.
By majority vote the shareholders decided to adjourn the meeting with respect to this point of the agenda until 11 July 2014, at 11.00 hours, at the Company's headquarters, in order for the Company to make a presentation before AFSCA and then return to the shareholders with that agencies response, so that they may vote on this point of the agenda. The Company registered 555,370,303 affirmative votes and 30,907,443 abstentions.
6) Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting-the commercial terms of which may have been approved by the Board of Directors for the sale of the assets that comprise Unit 5 pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA.
By majority vote, the shareholders approved the irrevocable offers received for the acquisition of the assets that form Unit 5 under the Plan to Conform the Company [to the Audiovisual Communication Services Law]. The Company registered 559,286,751 affirmative votes and 26,990,995 negative votes.
7) Consideration of the irrevocable offers received by the Company-if any, at the time of the Shareholders' Meeting-the commercial terms of which may have been approved by the Board of Directors for the sale of the shares assets that comprise Unit 6 pursuant to the Plan to Conform the Company [to the Audiovisual Communication Services Law] that was declared formally admissible by AFSCA.
By majority vote, the shareholders approved the irrevocable offer to acquire the shares of Teledifusora Bahiense S.A. and the motion to adjourn the meeting with respect to this point of the agenda until 11 July 2014, at 11.00 hours, at the Company's headquarters, in order consider an irrevocable offer-if any, at the time the shareholders' meeting is scheduled to resume-for the acquisition of the shares of Cuyo Televisión S.A. The Company registered 559,286,751 affirmative votes and 26,990,995 negative votes.
8) Approval of the performance of the Task Force Created to Implement the Plan to Conform the Company [to the Audiovisual Communication Services Law] as from the Extraordinary Shareholders' Meeting held on 3.20.2014 up to this date. Granting of powers and authorisations.
The shareholders approved unanimously the performance of the Task Force Created to Implement the Plan to Conform the Company [to the Audiovisual Communication Services Law] as from the Extraordinary Shareholders' Meeting held on 3.20.2014 and up to this date, and additionally, to grant such Task Force the broadest powers to consider, manage, and request before governmental authorities all the authorisations that may be necessary to carry out the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law].
9) Appointment of Representatives of the Company to vote at the Shareholders' Meetings of the Subsidiaries on the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law]."
The shareholders approved unanimously that the Board of Directors, in each case and as may correspond, be the one that appoints the persons who, on behalf of the Company, attend the Shareholders' Meetings of the subsidiaries to vote on the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law].
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money/Clare Gallagher
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