16 Sep 2016 09:06
GRUPO CLARIN S.A.
Grupo Clarín Responds Shareholder Information Request
On 15 September 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had exchanged notes with a shareholder in connection with the agenda of the Extraordinary Shareholders' Meeting to be held on 28 September 2016.
Attached as Exhibits A and B are free translations of the shareholders request for information and Company's response.
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
[e-mail message]
September 7, 2016
FROM: Ignacio Alvarez Pizzo
To: Agustín Medina Manson
SUBJECT: Grupo Clarín S.A. - A.G.E. 28/09/2016
Dear Agustín, I am writing to request certain information that will be necessary for us to attend the [General Extraordinary Shareholders' Meeting] referred to in the subject [of this e-mail]:
General:
1. Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders' Meeting;
2. Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office;
3. Detail of the shareholder composition as of the date hereof.
With respect to the points [of the agenda]:
Point 2. We request the Special Parent Company-Only Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point.
Point 3. We request the Special Consolidated Merger and Spinoff Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point.
Point 4. We request copy of the Pre-Merger Commitment executed by the Company on 16 August 2016 with Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CVB Holding S.A. as well as any other supporting information relating to this point. In addition, we request the Individual and Consolidated Financial Statements of the companies that participate in the corporate reorganisation for fiscal years 2014 and 2015.
Point 5.
i). Consideration of the proposal for the partial spinoff of the Company. We request detail of the proposal for a partial spinoff of the Company and all documentation relating to such reorganization that may accompany this point.
ii). Creation of a new company (sociedad anónima) with the equity to be spun off. Inform the shareholder composition of the new company that will be created, with its percentages, indicating if the company will have classes of shares.
iii). Approval of its Bylaws. Proposal and information relating to this part of the point.
iv). Authorisation to carry out acts relating to the corporate purpose during the foundational period of the new company. Proposal and information relating to this part of the point.
v). Request for admission to the public offering regime and listing in the Buenos Aires Stock Exchange and in any local or foreign stock exchange and/or market of the shares of the new company. Proposal and information referred to this part of the point.
vi). Approval of the "exchange ratio". Detailed explanation of the exchange ratio referred to hereunder. Copy of the corresponding supporting documents and the proposal to be made to the shareholders
Point 6. We request a proposal for the members and alternate members of the Board of Directors of the spun-off company.
Point 7. We request a proposal for the members and alternate members of the Supervisory Committee.
Point 8. We request a proposal and information about the external auditor of the spun-off company.
Point 9.
i). Reduction of the equity capital of the Company as a result of the partial spinoff. Proposal and information relating to this part of the point, as well as an explanation of the procedure that will be applied [to reduce equity].
ii). Request for a reduction in the registered capital stock of the Company that has been authorized to public offering before the National Securities Commission and listing on the Buenos Aires Stock Exchange as a consequence of the partial spinoff. Proposal and information relating to this part of the point with respect to the reduction of the amount of the equity capital admitted to the public offering regime and listing of securities.
iii). Amendment of the Bylaws as a consequence of the partial spinoff. We request that your provide the proposed language that will replace the current Bylaws of GRUPO CLARIN S.A. pursuant to the amendment that will be submitted to the consideration of the shareholders at this shareholders' meeting, as well as any information relating to this point.
At your disposal, I await your response
Ignacio Alvarez Pizzo
Attorney
Subdirección Ejecutiva de Operación del FGS.
Tucumán 500 - 2º Piso - CABA.
EXHIBIT B
FREE TRANSLATION
Buenos Aires, 15 September 2016
To the Shareholder of
Grupo Clarín S.A.
National Social Security Administration (ANSES)
By Hand
Attn: Mr. Ignacio Álvarez Pizzo
Dear Sir,
I, Agustín Medina Manson, in my capacity as Deputy Person in Charge of Relations with the Market of Grupo Clarín S.A. (hereinafter, interchangeably, the "Company" or "Grupo Clarín") hereby address You in response to your request for information, issued by means of an e-mail that was received at the headquarters of the Company on 7 September 2016.
Pursuant to the General Companies Law No. 19,550, we hereby respond to your request as follows:
General
1) Executed copy of the Minutes of the Board of Directors that calls the Ordinary Shareholders' Meeting.
Said minutes, with due identification of the signors, was made available to the general public through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies] on 16.8.2016 under ID No. 4-412511-D. Notwithstanding the above, we enclose herein copy of such minutes.
2) Current Composition of the Board of Directors (directors and alternate directors) with the dates on which they were appointed, and inform on the term of their office.
According to minutes of the shareholders' meeting of 25.4.2016 (ID 4-386653-D) and the minutes of the meeting of the board of directors of 3.5.16 (ID 4-387471-D) the current composition of the Board of Directors of the Company is the following:
Chairman: Jorge Carlos Rendo; Vice-Chairman: Alejandro Alberto Urricelqui; Directors: Pablo César Casey, Horacio Eduardo Quirós, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Gonzalo Blaquier and Sebastián Salaber. Alternate Directors: Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo, Carlos Rebay, Luis Germán Fernández, Gervasio Colombres and Francisco Saravia.
The terms of office of all of the abovementioned directors and alternate directors last one year.
3) Detail of the shareholder composition as of the date hereof.
As reflected in the Annual Financial Statements of the Company, its equity capital is of Ps. 287,418,584 represented by 75,980,304 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to 5 votes per share; 186,281,411 common, book-entry Class "B" shares, with a par value of Ps. 1 and entitled to one vote per share; and 25,156,869 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share.
The Company keeps a record of the Class A and Class C Shares. According to that registry, GC Dominio S.A. holds 75,980,304 common, nominative, non-endorsable Class "A" shares, with a par value of Ps. 1 and entitled to 5 votes per share, representing 26.4% of the equity capital and 64.2% of the votes of the Company and GS Unidos, LLC holds 25,156,869 common, nominative, non-endorsable Class "C" shares, with a par value of Ps. 1 and entitled to one vote per share, representing 8.75% of the equity capital and 4.3% of the votes of the Company.
The Registry of Class "B" shares is kept by Caja de Valores S.A.
With respect to the points [of the agenda]:
Point 2. We request the Special Parent Company-Only Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point.
The Special Parent Company-Only Financial Statements as of 30 June 2016 are an exhibit to the Merger and Spinoff Prospectus that was made available to the general public through the AIF on 14.09.206, under ID 4-419447-D (the "Prospectus").
Point 3. We request the Special Consolidated Merger and Spinoff Financial Statements as of 30 June 2016 that were approved and executed by the Board of Directors, the syndics and the External Auditor, as well as any other supporting information relating to this point.
The Special Consolidated Merger and Spinoff Financial Statements as of 30 June 2016 are an exhibit to the Prospectus that was made available to the general public through the AIF on 14.09.206, under ID 4-419447-D.
Point 4. We request copy of the Pre-Merger Commitment executed by the Company on 16 August 2016 with Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CVB Holding S.A. as well as any other supporting information relating to this point. In addition, we request the Individual and Consolidated Financial Statements of the companies that participate in the corporate reorganisation for fiscal years 2014 and 2015.
The pre-merger commitment executed among the Company, Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CVB Holding S.A. is transcribed in the minutes of the meeting of the Board of Directors of 16 August 2016, that is available to the shareholders on the AIF (ID 4-412506-D). The Individual and Consolidated Financial Statements of the companies that participate in the corporate reorganisation, closed as of 30 June 2016, are an exhibit to the Prospectus that was made available to the general public through the AIF on 14.09.206, under ID 4-419447-D.
We understand that the Individual and Consolidated Financial Statements requested under this point, are those that refer to the corporate reorganisation process-merger-initiated by the Company and Southtel Holdings S.A., Vistone S.A., Compañía Latinoamericana de Cable S.A. and CVB Holding S.A., closed as of 30 June 2016-and not those referred to fiscal years 2014 and 2015, given that those are not part of the reorganization process.
Point 5.
(i) Consideration of the proposal for the partial spinoff of the Company. We request detail of the proposal for a partial spinoff of the Company and all documentation relating to such reorganization that may accompany this point.
The proposal for a partial spinoff that was made by the Board is reflected in the minutes of the meeting of the Board of Directors of 16.8.2016, published on the AIF (ID 4-412506-D). In such minutes we describe the terms and conditions of the spinoff that will be proposed to the Shareholders. In addition, the [partial spinoff] is described in the Prospectus that was made available to the general public through the AIF on 14.09.206, under ID 4-419447-D.
(ii) Creation of a new company (sociedad anónima) with the equity to be spun off. Inform the shareholder composition of the new company that will be created, with its percentages, indicating if the company will have classes of shares.
The new company (sociedad anónima) that will be created with the equity to be spun off from Grupo Clarín S.A. wil be a sociedad anónima called Cablevisión Holding S.A. Its share capital, as reflected in the proposed bylaws that are attached as an exhibit to the prospectus referred to above, will be represented by three classes of shares, Class A, Class B and Class C with the same rights as those held by the classes of shares of the Company. The shareholders of the Company will receive, pursuant to a ratio that the Board of Directors has called the "exchange ratio" that is described in the Prospectus, shares of the new company as a result of the spinoff. Consequently, the shareholders of the new Company will become shareholders of the new company that will be created, maintaining in the same participation percentages as they currently hold in the Company.
(iii) Approval of its Bylaws. Proposal and information relating to this part of the point.
As mentioned in our response to the previous point, the proposed bylaws on the spun-off company are attached as an exhibit to the Prospectus that was made available to the general public through the AIF on 14.09.206, under ID 4-419447-D.
(iv) Authorisation to carry out acts relating to the corporate purpose during the foundational period of the new company. Proposal and information relating to this part of the point.
The Board will try to obtain from the shareholder of the Company, their authorisation so that the Board of Directors of the spun-off company-once created and prior to its registration with the Corporate Registry ("IGJ")-will be authorised to carry out all actions that tend towards the fulfilment of the company's corporate purpose and especially to request the listing of its shares on the corresponding local or foreign stock exchanges and/or markets.
(v) Request for admission of the new company to the public offering regime and listing [of its shares] on the listing of its shares on the Buenos Aires Stock Exchange and on any local or foreign stock exchanges and/or markets. Proposal and information relating to this part of the point.
As explained by the Board of Directors and reflected in the Prospectus that was made available to the general public through the AIF on 14.09.206, under ID 4-419447-D, the Company, once the shareholders have approved the creation of the new spun-off company, will request the CNV to authorise the admission of the spun-off company to the public offering regime and the listing and trading of its shares on the Buenos Aires Stock Exchange. The spun-off company may also request the listing and trading of its Class B shares in one or more securities exchanges and/or markets, in Argentina or abroad.
(vi) Approval of the "exchange ratio". Detailed explanation of the exchange ratio referred to hereunder. Copy of the corresponding supporting documents and the proposal to be made to the shareholders.
As presented above, the shareholders of the Company will receive, pursuant to a ratio that the Board of Directors has called the "exchange ratio" a number of shares of the spun-off company that are equivalent to their participation in the Company. Such exchange ratio is described in the minutes of the meeting of the Board of Directors that was published on the AIF (ID 4-412506-D) and in the Prospectus that was published on the AIF (ID 4-419447-D). Consequently, the shareholders of the Company will see their equity participation in the Company reduced, but they will receive, in exchange for such reduction, a number of shares of the spun-off company.
Point 6. We request a proposal for the members and alternate members of the Board of Directors of the spun-off company.
The Company has not received, to date, any proposals from any shareholder with respect to the election of members and alternate members of the Board of Directors of the spun-off company.
Point 7. We request a proposal for the members and alternate members of the Supervisory Committee.
The Company has not received, to date, any proposals from any shareholder with respect to the election of members and alternate members of the Supervisory Committee of the spun-off company.
Point 8. We request a proposal and information about the external auditor of the spun-off company.
The Company has not received, to date, any proposals from any shareholder with respect to the external auditor of the spun-off company.
Point 9.
ii) Reduction of the equity capital of the Company as a result of the partial spinoff. Proposal and information relating to this part of the point, as well as an explanation of the procedure that will be applied [to reduce equity].
As a result of the partial spinoff of the Company, and as reflected in the minutes of the meeting of the Board of Directors of 16.8.2016 that approved the terms and conditions of such spinoff, and in the Prospectus published on the AIF under ID 4-419447-D, its equity capital will be reduced by Ps.180,642,580, i.e. from Ps.287,418,584 to Ps. 106,776,004, and the Company will cancel 47,753,621 Class A shares, 117,077,867 Class B shares and 15,811,092 Class C shares.
In turn, the spun-off company will be created with an initial equity capital of Ps.180,642,580 represented by 47,753,621 common, nominative, non-endorseable Class A shares with a nominal value of Ps.1 and entitled to five (5) votes per share, 117,077,867 book-entry Class B shares with a nominal value of Ps.1 and entitled to one (1) vote per share and 15,811,092 common, nominative, non-endorseable Class C shares with a nominal value of Ps.1 and entitled to one (1) vote per share.
The Company has initiated with the Argentine Securities Commission ("CNV") the process to obtain administrative approval of the spinoff so that, once obtained, the spinoff of the Company and the creation of the spun-off company may be registered with the IGJ.
In addition, and as expressed by the Board of Directors, the Company, once the shareholders have approved the creation of the new spun-off company, will request the CNV to authorise the admission of the spun-off company to the public offering regime. Consequently, once the CNV has authorised such admission and the Buenos Aires Stock Exchange has authorised, through the Merval, the listing of its shares, the Company will proceed to give effect to the equity capital reduction and the delivery of the shares that will represent the equity capital of the spun-off company, which will be allocated to the shareholders of such company according to the exchange ratio.
iii) Request for a reduction in the registered capital stock of the Company that has been authorized to public offering before the National Securities Commission and listing on the Buenos Aires Stock Exchange as a consequence of the partial spinoff. Proposal and information relating to this part of the point with respect to the reduction of the amount of the equity capital admitted to the public offering regime and listing of securities.
As presented above, the equity capital of the Company will be reduced as a consequence of the partial spinoff. Consequently, once the CNV has approved the spinoff, and such spinoff has been registered with the IGJ, the CNV will proceed to reduce the amount of [the Company's] equity that is authorised for public offering and the Buenos Aires Stock Exchange will proceed to reduce the amount of [the Company's] equity that is authorised for listing.
iiii) Amendment of the Bylaws as a consequence of the partial spinoff. We request that your provide the proposed language that will replace the current Bylaws of GRUPO CLARIN S.A. pursuant to the amendment that will be submitted to the consideration of the shareholders at this shareholders' meeting, as well as any information relating to this point.
The Board of Directors, at its meeting of 16.8.2016, proposed that the Company's bylaws be amended as a consequence of the spinoff and for other supplementary reasons. The comparative chart with the amendments proposed by the Board of Directors is also attached as an exhibit to the Prospectus that was published on the AIF (ID 4-419447-D).
We state for the record that this response, together with its request, shall be made available to the general public through AIF and the Buenos Aires Stock Exchange.
We are at your disposal to make any clarifications that you may deem relevant.
Sincerely,
/s/ Agustín Medina Manson