23 Nov 2018 17:47
GRUPO CLARIN S.A.
Grupo Clarín Assigns Credit to Cablevisión Holding S.A.
On 21 November 2018, 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 acknowledged the acceptance by Cablevisión Holding S.A. ("CVH") of the assignment offer (the "Offer") of (i) all the collection rights and actions that the Company has to date with respect to the credit against the company América TV S.A. ("America TV") derived from the settlement agreement with América TV, SupercableCanal S.A., Supercanal S.A, José Luis Manzano, Daniel Eduardo Vil-and its affiliates and/or related companies-for USD 18,500,516.40 (the "Credit") as set forth in the acknowledgment of debt and payment agreement dated as of 15 June 2018 (the "Acknowledgment of Debt Agreement"), and (ii) the rights and guarantees arising from the Acknowledgment of Debt Agreement and from certain Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces.
In addition, the Company filed a Report from its Audit Committee, which issued a favourable opinion with respect to the normal and habitual market conditions of the Offer. The consideration for the Assignment was of USD 8,700,000, which shall be paid no later than 10 business days, counted as from 21 November 2018.
Attached as Exhibits A and B, respectively, are free English-language translations of the minutes of the meeting of the Company's Audit Committee, at which said committee issued its report with respect to the Offer, and of the minutes of the meeting of the Board of Directors of the Company, at which the Board acknowledged the acceptance of the Offer by Cablevisión Holding S.A.
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
Audit Committee Meeting No. 200: In the City of Buenos Aires, on the 16th day of the month of November, 2018, at 16.00 hours, the Audit Committee of Grupo Clarín S.A. (the "Company") meets at the Company's headquarters on calle Piedras 1743, with the presence of Messrs. Directors Alberto César Menzani, Lorenzo Calcagno and Héctor Mario Aranda. Mr. Menzani asks to speak, and with sufficient quorum states that on 13 November 2018, the Board of Directors of the Company requested this Committee to pronounce itself, pursuant to Article 72 of the Capital Markets Law, on whether or not the price to be offered and other conditions of the offer toassign to Cablevisión Holding S.A., the rights under the credit that the Company holds against América TV S.A. and of the rights and guarantees arising from the Acknowledgment of Debt and Payment Agreement and the Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces entered into pursuant to the settlement reached with América TV S.A., SupercableCanal S.A., Supercanal S.A., José Luis Manzano, Daniel Eduardo Vila-and their related companies and/or affiliates (collectively "Grupo Supercanal"), may be considered reasonably to conform to normal and habitual market conditions. Within the framework of such transactional settlement, the Company executed, among other agreements, a Framework Agreement and Debt Acknowledgment and Payment Agreement (the "Debt Acknowledgment Agreement"), the Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces, with terms and conditions that were duly approved by the Board of Directors of the Company. Mr. Menzani continues to speak and states that, pursuant to the Debt Acknowledgment Agreement, the Company today holds a credit against América TV S.A. for USD 18,500,516,40, payable monthly for an initial term of ten years, which may be extended for as long as it is necessary to cancel such amount in full and definitively (the "Credit"). The Credt, states Mr. Menzani, is paid monthly by Telecom Argentina S.A. ("Telecom") pursuant to an assignment made by América TV S.A. in favor of the Company, of certain collection rights that América TV S.A. holds with Telecom due to the exhibition of the signals América TV and A24 and for advertising of Telecom's internet, cable and telephony brands, as follows: a) Agreement for the Exhibition of Television Signals: América TV S.A. assigned to the Company 70% of the amounts that it is entitled to collect for the exhibition of the signals América TV and A24 in Argentina [other than in the City of Buenos Aires] ("en el interior del país") and 50% of the amounts that it is entitled to collect for the exhibition of the signal América TV in its coverage area, until it has reached the amount of USD 6,244,128; and b) Agreement for the Assignment of Advertising Spaces: América TV S.A. assigned to the Company 70% of the amounts it was entitled to collect from the advertising of Telecom's internet and cable brands and 50% of the amounts it was entitled to collect for the advertising of Telecom's telephony brands up to USD 12,677,472. As consideration for the assignment, if Cablevisión Holding S.A. accepts the assignment offer in its favor, it would pay the Company USD 8,700,000, which may be paid in United States dollars or its equivalent amount in Pesos at the official seller's exchange rate (tipo de cambio vendedor) published for that currency by Banco de la Nación Argentina on the business day immediately preceding payment. Such amount was assessed taking into account, among other things, the application of a discount rate of 13.29% due to the payment of the Credit with an initial term of 10 years that could be extended if it had not been fully and finally settled upon the expiration of such term, the financial needs of the Company and the negotiations held with Cablevisión Holding S.A.. The consideration, Mr. Menzani points out, in the event that the offer is accepted by Cablevisión Holding S.A. must be paid on or before the tenth business day after its acceptance by wire transfer. Next, Mr. Calcagno states that given that the Company and Cablevisón Holding S.A. are related parties, because they are both under common control of GC Dominio S.A. and that the USD 8,700,000 amount offered as consideration for the assignment of the Credit exceeds 1% of the Company's net worth measured according to the latest financial statements approved as of 30 September 2018, this Committee must pronounce itself pursuant to the abovementioned Art. 72 of the Capital Markets Law, on whether or not the price to be offered and other conditions of the offer to assign the Credit to Cablevisión Holding S.A., may be reasonably considered to conform to normal and habitual market conditions. Next, the Members of the Committee consider the draft opinion that was circulated prior to this meeting. After an exchange of opinions, the Members of the Committee unanimously decide to approve the Report of the Audit Committee Regarding a Related Party Transaction that is copied below. Such Report shall be presented to the Board of Directors. With no other matters to discuss, the meeting is adjourned at 16.45 hours.
REPORT OF THE AUDIT COMMITTEE REGARDING A RELATED PARTY TRANSACTION
Autonomous City of Buenos Aires, 16 November 2018
To the Members of the Board of Directors of
Grupo Clarín S.A.
Piedras 1743
Autonomous City of Buenos Aires
In our capacity as members of the Audit Committee of Grupo Clarín S.A. (the "Company") and pursuant to the request of its Board of Directors, we issue the following opinion.
I. The Board of Directors of the Company has informed us of the delivery of an offer to assign to Cablevisión Holding S.A. the rights under the credit that the Company holds against América TV S.A. and of the rights and guarantees arising from the Acknowledgment of Debt and Payment Agreement and the Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces, that to date is of USD 18,500,516.40-payable monthly over an initial period of ten years that may be extended for the term necessary to settle such amount definitively and in full (the "Credit"). The Credit is payable monthly by Telecom Argentina S.A. ("Telecom") as a result of the assignment made by América TV S.A. in favor of the Company of certain collection rights that América TV S.A. has against Telecom for the exhibition of the signals América TV and A24 and for the advertisement of the Internet, cable and telephony brands of Telecom, as described below: a) Agreement for the Exhibition of Television Signals: América TV S.A. assigned to the Company 70% of the amount that it was entitled to collect for the exhibition of the signals América TV and A24 in Argentina [other than in the City of Buenos Aires] ("en el interior del país") and 50% of the amount that it was entitled to collect for the exhibition of the signal América TV throughout its coverage area up to USD 6,244,128. b) Agreement for the Assignment of Advertising Spaces: América TV assigned to the Company 70% of the amounts it was entitled to receive for the advertising of Telecom's internet and cable brands and 50% of the amounts it was entitled to receive for the advertising of Telecom's telephony brands up to USD 12,677,472. As consideration for the assignment of the Credit, if Cablevisión Holding S.A. accepts the assignment offer in its favor, it would pay the Company USD 8,700,000, which may be paid in United States dollars or its equivalent amount in Pesos at the official seller's exchange rate (tipo de cambio vendedor) published for that currency by Banco de la Nación Argentina on the business day immediately preceding payment. Such amount was assessed taking into account, among other things, the application of a discount rate of 13.31% due to the payment of the Credit with an initial term of 10 years that could be extended if it had not been fully and finally settled upon the expiration of such term, the financial needs of the Company and the negotiations held with Cablevisión Holding S.A. The consideration of USD 8,700,000 in the event that the Offer is accepted by Cablevisión Holding S.A., shall be paid no later than the tenth business day following receptionist acceptance by wire transfer.
II. Given that the Company and Cablevisión Holding S.A. are related parties pursuant to Article 72 of the Capital Markets Law-both companies are under the common control of GC Dominio S.A.-and the consideration of the assignment of the Credit is for an amount that is material to the Company, because it exceeds 1% of its corporate net worth measured according to the latest approved financial statements as of 30 September 2018, this Committee must issue a grounded opinion on whether or not the price to be offered and other conditions of the assignment offer, may be reasonably considered to conform to normal and habitual market conditions.
III. For the issuance of our opinion we have:
a) Made a complete analysis and general understanding of the Credit assignment offer.
b) Assessed the assumptions and technical calculations made by the Management of Grupo Clarín S.A. in order to set the value of the consideration.
c) Assessed the conclusion of the Management of the Company, which is shared by the Audit Committee, where it states that the value of the consideration is a reasonable price and conforms to normal and habitual market conditions for the assignment of the Credit.
d) Reviewed the underlying documents for the Credit assignment offer.
e) Engaged the services of Buenos Aires Advisors, S.C. a reputable independent appraisal firm, so that it issue a report on whether or not the offer to assign the Credit may be reasonably considered to conform to normal and habitual market conditions.
f) Assessed the reasonableness of the work performed and the methodology applied by the independent appraisal firm in order to issue its report.
g) Analyzed the report issued by the independent appraisal firm mentioned in e), which opined that the amount of the consideration of USD 8,700,000 for the assignment of the Credit, conforms to normal and habitual market conditions taking into account the Credit's payment term.
IV. Taking into account the tasks performed as described in III, and based on the report dated 16 November 2018 of the independent appraisal firm Buenos Aires Advisors S.C., in our opinion, the price to be offered and other conditions of the assignment offer, may be reasonably considered to conform to normal and habitual market conditions.
Alberto C. Menzani
President of the Audit Committee
Exhibit B
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 434: In the City of Buenos Aires, on the 21st day of the month of November, 2018, at 20.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the company's headquarters at calle Piedras 1743, with the presence of the Members of the Board of Directors and of the Supervisory Commission who sign below. The Meeting is opened by the President of the Company, Dr. Jorge Carlos Rendo, who submits to the consideration of those present the following point of the agenda: Acknowledgment of the acceptance of the offer for the assignment of the Company's rights under the credit that the Company has against América TV S.A. and of the rights and guarantees arising from the Acknowledgment of Debt and Payment Agreement and the Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces. The President, Dr. Rendo, speaks and states that, as was resolved by this Board of Directors on 16 November 2018, the Company delivered to Cablevisión Holding S.A. ("CVH") an offer for the assignment of all the collection rights and actions that it has, to date, with respect to the credit against the company América TV S.A. for USD 18,500,516.40 (the "Credit") as well as the rights and guarantees arising from the Acknowledgment of Debt and Payment Agreement and the Agreements for the Exhibition of Television Signals and Assignment of Advertising Spaces, for consideration amounting to USD 8,700,000 (the "Offer"). Given that, on the date hereof, the Company has received from CVH a communication accepting the Offer, the President specifically moves that the Board acknowledge the acceptance of the Offer by CVH. The motion is submitted to a vot and approved unanimously. In addition, the Board also approves unanimously that all required communications be made pursuant to applicable law. With no other matters to discuss, the meeting is adjourned at 20.30 hours.