23 Jun 2014 07:46
GRUPO CLARIN S.A.
Grupo Clarín Responds Shareholder Information Request
On 19 June 2014, 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 30 June 2014.
Attached as Exhibit A is a free translation of the shareholder's request, with the Company's response point by point.
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
EXHIBIT A
FREE TRANSLATION
Buenos Aires, 19 June 2014
To the Shareholder of
Grupo Clarín S.A.
National Social Security Administration (ANSES)
By Hand
Attn: Lic. Cristian Girard
Dear Sir,
I, Alfredo Marín, in my capacity as Person in Charge of Relations with the Market of Grupo Clarín S.A. (hereinafter, interchangeably, the "Corporation", "Grupo Clarín" or the "Company") hereby address You in response to your request for information, issued by means of a letter that was received at the headquarters of the Company on 5 June 2014.
Pursuant to Law No. 19,550 of Business Companies, we hereby respond to your request as follows:
1) Executed copy of the Minutes of the Board of Directors that calls the Extraordinary 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 26.5.2014 under ID No. 4-229584-D.
2) Copy of the latest version of the restated Bylaws.
The Company's bylaws were made available to the general public on the AIF on 30.10.2007 under ID No. 4-85482-D. After that date there were no amendments to the bylaws. Therefore, the copy attached in response to Your requests dated 18 April 2013, 18 February 2014 and 5 April 2014, corresponds to the latest version of the bylaws.
3) 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 the information that was made available to the general public on the AIF (ID No. 4-225213-D and 4-224398 on 7.05.2014 and 30.04.2014, respectively), 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, Saturnino Lorenzo Herrero Mitjans, Héctor Mario Aranda, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Luis María Blaquier and Jorge I. Oría(*) Alternate Directors: Martín Gonzalo Etchevers, Hernán Pablo Verdaguer, Juan Ignacio Giglio, Francisco Iván Acevedo, Sebastián Bardengo, Horacio Eduardo Quiros, Carlos Rebay, Luis Germán Fernández, Sebastián Salaber and Francisco Saravia.
We hereby state for the record that on 7 May 2014, the Board of Directors of the Company approved the granting or a license to Director Dr. Jorge I Oría, por personal reasons subsequent to the date of the Annual Ordinary Shareholders' Meeting, as from 7 May 2014 up to and including 30 November 2014. In his place, Mr. Sebastián Salaber assumed the position of Director. This information was made available to the general public on the AIF (ID 4-225261-D).
All of the abovementioned directors and alternate directors were appointed at the Annual General Ordinary Shareholders' Meeting and Special Meeting by Classes of Shares held on 29 April 2014 and their terms of office last one fiscal year.
4) Detail of the shareholder composition as of the date hereof, indicating if there have been any transfers since the last information was furnished by the Company for the General Shareholders' Meeting of 29 April 2014.
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 Company has not registered to date any transfers of Class A and/or Class C shares.
The registry of Class B shares is kept by Caja de Valores S.A.
5) Income Statement, Statement of Cash Flows and Statement of Changes in Equity projected for the fiscal year that will end on 31 December 2014 of Grupo Clarín and of the Companies that will result from the process of conforming the Company to the Audiovisual Communication Services Law as proposed by the Board of Directors..
The information requested will not be subject to discussion at the shareholders' meeting called for 30 June 2014 because it is not part of that meeting's agenda. Notwithstanding the above, we inform that the Company reports its results on a quarterly basis since it entered the public offering regime in 2007 and complies with all the requirements imposed by law and by the enforcement authority. In terms of information, it reports its results to investors and receives from them regular consultations.
Additionally, the Board of Directors of the Company considers on an annual basis the business plan, budgets, projections that include management and market targets, products, etc. This information is used to elaborate strategies on the different business areas. Notwithstanding the above, for reasons of prudence and protection of the corporate business and interest, given that this is information and tools that are relevant to the daily management and business of the Company, and that its disclosure could cause prejudice to the Company because it is sensitive information that, if dispersed in the market, could reach its competitors, the Company has adopted the criterion of not making its projections public.
6) EBITDA ("Earnings Before Interest, Taxes, Depreciation and Amortization") generated by each of the 6 Units that result from the proposal, registered during the years 2010, 2011, 2012, 2013 and projected EBITDA for 2014.
The information requested for fiscal year 2013 was made available to the general public at the telephone conference call held on 7 May 2014 (for which an invitation was sent both through AIF-ID 4-225261-D as well as though the Company's website) and may be consulted on the Company's website at www.grupoclarin.com/relacionconinversores/download center/presentaciones/7 de mayo. Additionally, it was furnished by the Vice Chairman of the Company at the Extraordinary Shareholders' Meeting held on 20 March 2014. Notwithstanding the above, we note that the information corresponding to 2013 was used by the Company as an approximation for its division into 6 independent business units, and was not the leading criterion for that division. The criterion for the division was not based on EBITDA.
With respect to the information requested for each of the 6 Units during the years 2010 up to and including 2012, as mentioned before, it was not considered relevant for the purpose of designing the strategy followed by the Company for the implementation of the Proposal to Conform the Company to the Audiovisual Communication Services Law. Additionally, to gather that information and make it public to third parties would require work that would materially consume a great amount of resources, having to prepare pro forma financial statements for those years and, eventually, asking the auditors for a review of such information.
Finally, with respect to the projected EBITDA for 2014, we refer to our answer to point 5), above.
7) With respect to the following points of the agenda, we request:
a. (Point 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.
i) With respect to 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:
Inform which alternatives were analysed by the Board of Directors of the Company.
Additionally, inform in what way [the Board] considers that the proposal that was approved by the Board complies strictly with the Audiovisual Communication Services Law, and in particular with sections 26 and 45 of said law; and section 6 of the Company's bylaws.
As stated in the Minutes of the Meeting of the Board of Directors of 13 May 2014, uploaded onto AIF (ID 4-227593-D), the Board of Directors has analysed prospective transactions in three different structure formats: a) merger, b) sale and, c) spinoff.
With respect to the merger, the Task Force reached the conclusion-taking into account potential candidates, the transaction itself and the likelihood that it may be duly completed within the short framework available-that it should discard such alternative, and it made such recommendation to the Board of Directors. That was so because even though in theory it could be an alternative to conform the company to the Audiovisual Communication Services Law from a practical standpoint, taking into account the timing framework for the implementation of the Plan to Conform the Company [to the Audiovisual Communication Services Law] and the strict legal framework relating to conditions of admissibility (nationality of the partners, who in addition cannot have direct of indirect relations to foreign audiovisual communication service companies, among others) and the rigorous regime governing multiple licenses set forth under the Audiovisual Communication Services Law, all make this alternative practically impossible to fulfil.
Additionally, the Board of Directors analysed the sale as an alternative formula to implement the Plan to Conform the Company [to the Audiovisual Communication Services Law]. Under this hypothesis one of the two largest units of the Company must be acquired by a third party, who, additionally, will have to be approved by the different regulating agencies involved.
As stated in the Minutes of the Meeting of the Board of Directors of 13 May 2014, uploaded onto AIF (ID 4-227593-D), the Company has initiated, as is publicly known, various conversations with parties interested in those Units of the Company that have been destined for sale. IN this process, it received several expressions of interest for those assets, and these have been dealt with under the confidentiality rules that that the Board has considered most advisable under the circumstances (all as explained to the Argentine Securities Commission and uploaded onto the AIF under ID 4-228771-D). For that reason, the Board of Directors has adopted the position of not informing the initial expressions of interest until they are not firm offers with terms and conditions that may be considered commercially acceptable to present to the shareholders. Only when the Company receives irrevocable offers and has considered them, it may pronounce itself with respect to their compliance with the Audiovisual Communication Services Law ("ACSL").
With respect to the spinoff alternative, the Board of Directors first considered whether or not this form of corporate reorganisation set forth under Law No. 19,550 and CNV Regulations is compatible with the ACSL. Additionally, during its analysis, the Board of Directors placed special value on the expressions of the minority shareholders at the shareholders' meeting of 20 March 2014. Under a spinoff, i) the minority shareholders whose shares are listed in the Buenos Aires Stock Exchange and the London Stock Exchange, upon completion of the reorganisation-if that were the alternative selected at the next shareholders' meeting-may maintain their position as shareholders of both business units. ii) The other shareholders have communicated to the Company-who made it known to the general public (ID 4-228107-D) who will remain in Unit 1 and who in Unit 2. For the above reasons and given that the Board of Directors considers that [the spinoff alternative] complies strictly with the ACSL, and in particular with sections 26 and 25 of such law, as will be explained below, the Board of Directors has approved [such alternative] and submits it to the consideration of the shareholders.
By means of the spinoff described in the Prospectus filed with the Argentine Securities Commission, if the shareholders select this alternative, Grupo Clarín shall spin off part of its equity to create a new independent company under the name Cablevisión Holding S.A. (interchangeably "Cablevisión Holding" or the "Spun Off Company"). Grupo Clarín will maintain and be the surviving company with respect to all the activities, operations, assets and liabilities that are not allocated specifically to the creation of the Spun Off Company.
Pursuant to section 26 and the introduction of section 45 of the ACSL, both Grupo Clarín and the Spun Off Company shall be fully independent companies, with no common direct or indirect shareholders, with the exception of the minority holders of Class B shares that are listed and traded on the Buenos Aires Stock Exchange and the London Stock Exchange.
The Company will continue under the public offering regime for its shares and the Spun Off Company will request entry to such public offering regime for its equity. The participation in the public offering regime for the shares of the surviving company and the Spun Off Company will be kept under the limits provided under subsection e), Section 25 of the ACSL.
It is important to note that the new legal framework allows the possibility, both for licensees and their direct shareholders to make public offering of their shares, providing for a limitation, which in the case of companies that offer broadcast audiovisual communication services is of fifteen per cent (15%) and in the case of subscription television services is of thirty per cent (30%). The latter cap is also applicable to the direct shareholders of the audiovisual communication service licensees. In that regard, the legal opinion issued prior to the issuance of Resolution No. 193/AFSCA/2014, issued by the General Direction of Legal and Regulatory Matters of the Audiovisual Communication Services Law Federal Enforcement Authority ("AFSCA", for its Spanish acronym), stats that the percentage of the equity of Grupo Clarín that is listed on stock exchanges is not in breach of the law analysed under this point because it is not above the legal cap provided for companies that are shareholders of licensee companies. This authorisation to make public offering of its shares with the limitations provided by the new legal framework necessarily implies the possibility to establish a regime for the free transfer of shares in connection with that portion of [the Company's] equity. This concept of free transferability in connection with that part of the equity has already been considered in two important precedents issued in the past by the Federal Broadcasting Committee-"COMFER", for its Spanish acronym- which in turn relied on an Opinion of the National Attorney General, in connection to Multicanal S.A. (Resolution No. 390/COMFER/98) and Cablevisión S.A. (Resolution No, 1364/COMFER/03) when it authorised entry of both companies to the public offering regime. This is because the generic authorisation provided under the current legal framework to make public offering of the shares of both licensee companies and their shareholders includes an acknowledgment that there will be no regulatory control (poder de policía) of that part of the equity that is destined for free trade on the stock markets. Given that Grupo Clarín lists its Class B shares on the Buenos Aires Stock Exchange and the London Stock Exchange, [the Board of Directors] understands that that class of shares is not subject to the restrictions provided under the new legal framework for the part of the equity that is not open to the stock markets. This concept allows the participation of the minority holders of Class B Shares in both companies without breaching the generic conditions provided under section 26 of the new legal framework.
As a result of this corporate reorganisation process, plus the divestment of assets to be implemented both by Grupo Clarín and by some of its subsidiaries, Grupo Clarín would maintain under its direct or indirect ownership the audiovisual communication services and/or registrations described under Unit 1, while the Spun Off Company, i.e. Cablevisión Holding S.A., would become successor through its equity participation in Cablevisión S.A. of the audiovisual communication services and/or registrations allocated to Unit 2, in absolute compliance with the proposal that was declared admissible pursuant to Resolution No. 193/AFSCA/2014, and sections 26 and 45 of the ACSL.
Pursuant to Resolution No. 193/AFSCA/2014, the services and/or registrations allocated in the proposal to each of these Business Units (Units 1 and 2 of the Plan to Conform the Company [to the ACSL]) conforms to the limitations provided under section 45 of the ACSL.
Pursuant to Proceedings No. 9561 of 16 May 2014 and No. 11723 of 15 June 2014, [the Company] informed AFSCA of the corporate structure, if the spinoff process were to occur, of Grupo Clarín-which would maintain the indirect ownership of the services and/or registrations allocated to Unit No. 1 under the Plan to Conform the Company [to the ACSL] -and of the spun off company, i.e. Cablevisión Holding S.A., which would maintain the indirect ownership of the audiovisual communication services and/or registrations allocated to Unit No. 2, and requested that Authority that, if it detected any observation with respect to the proposed implementation scheme, which in our understanding conforms satisfactorily to the entire applicable legal framework, it should state so prior to the Shareholders' Meeting to be held on 30 June 2014. To date, the Company has not received any observations in that regard from the oversight Authority.
ii) 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).
Detailed explanation of the abovementioned irrevocable offers and copy of the corresponding underlying documentation.
As stated above, the Company has held business discussions with potential interested parties within the framework of the analysis of the various implementation alternatives for the Plan to Conform the Company [to the ACSL] that was considered at the Extraordinary Shareholders' Meeting of 20 March 2014. Even though [the Company] received several expressions of interest for such assets, these expressions of interest have been dealt with under the confidentiality rules that that the Board has considered most advisable under the circumstances.
To date, [the Company] has not received any irrevocable offers and, consequently, no offers with commercial terms that have been approved by the Board of Directors subject to the approval of the shareholders for the purchase of the assets that will form Units 1 or 2.
iii) Alternatively, consideration of the Company's partial spin-off proposal approved by the Board of Directors at the meeting held on 13 May 2014.
Copy of the spinoff prospectus and detail of the reasons why this was considered the best proposal. Additionally, we request copy of the minutes of the Meeting of the Board of Directors of 13 May 2014.
The Company has prepared, pursuant to applicable law, and in case the shareholders approve the spinoff as implementation alternative for the Plan to Conform the Company [to the ACSL], a spinoff prospectus that includes, among other things, the reasons for such a proposal. The prospectus was filed before the Argentine Securities Commission ("CNV", for its Spanish acronym) for its approval and subsequent publication.
Given that the Prospectus had not been approved by the CNV at the time of your request, we submitted a request to the Commission asking that it indicate whether or not the Company was allowed to furnish the shareholder Anses with a copy of the Prospectus.
On Friday 13 June 2014, the CNV sent its response to the Company, where it states that "The Argentine Securities Commission (CNV) may not decide on your request, because its function in this process is to oversee that the Company effectively comply with Section 88 of Law No. 19,550, as well as the rules of Chapter X, Title II of the REGULATIONS (Restatement of 2013, as amended), reminding [the Company] in particular that the holding of the Shareholders' Meeting is the essential requirement of a corporate reorganisation, and for that reason the activity of this Agency in its oversight role and pursuant to the powers derived from Law No. 26,831 is to authorise (i.e. prior to the shareholders' meeting) the publication of the Spìnoff Prospectus though the corresponding channels, as provided under section 19, Chapter X, Title II of the REGULATIONS (Restatement of 2013, as amended).
Consequently, the company was not authorised to furnish you with the Prospectus until the CNV had granted its authorisation and ordered its publication in the Daily Bulletin of the Buenos Aires Stock Exchange and the AIF.
Given that yesterday the CNV stated that there were no observations under the jurisdiction of the Sub-Office of Authorisation of Fixed Income Issuances for the publication of the Prospectus, the Company published a full version of the Prospectus on AIF under ID 4-232797-D and an abridged version under ID 4-232796-D.
Additionally, and with respect to the Minutes of the Meeting of the Board of Directors of 13 May 2014, we inform that they are available on the CNV's AIF under ID 4-227593-D.
iv) 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.
Copy of the referred documents, approved and signed by the Board of Directors, Syndic and External Auditor; as well as the proposal referred to this point.
The financial statements requested above have been added as Annex I and II to the Prospectus published on the AIF under ID 4-232797-D.
The proposal of the Board of Directors will be that they be approved.
v) Approval of the "exchange ratio".
Detailed explanation of the exchange ratio referred to above, with clarification of the method applied for its calculation, copy of the underlying documentation that may correspond and proposal with respect to this point.
The "exchange ratio" is included in the Spinoff Prospectus. Additionally, the accounting certification issued by the auditor with respect to the "exchange ratio" is attached as Annex V to the Prospectus published on the AIF under ID 4-232797-D.
b. (Point 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 ACSL] under the terms of the Spinoff Prospectus.
i) Creation of a new corporation (sociedad anónima) with the assets to be spun off.
Inform the share composition of the new company to be created, with clarification of the percentage of the Corporate Equity and number of votes, distinguishing by classes of shares, if any.
The information requested is included in the Spinoff Prospectus published on the AIF under ID 4-232797-D. Notwithstanding the above, as stated in the Minutes of the Meetings of the Board of Directors of 15 and 29 May 2014 and 6 June 2014, uploaded onto the AIF (ID 4-228107-D, 4-230193-D and 4-231328-D, respectively) the Board indicates how, if the shareholders decide to approve the spinoff of the Company as an alternative to implement the Plan to Conform the Company [to the ACSL], the majority shareholders will distribute their participations.
ii) Approval of its Bylaws.
Copy of the Bylaws
The form of the Bylaws is attached as Annex VI to the Prospectus published on the AIF under ID 4-232797-D.
iii) Appointment of the Members and Alternate Members of the Board
Inform the names proposed by the controlling shareholder and any other information referred to this point.
As of the date of this response, [the Company] has not received any proposals from any of its shareholders.
iv) Supervisory Committee
Proposal and information on this point.
As of the date of this response, [the Company] has not received any proposals from any of its shareholders.
v) Appoinment of the external auditor.
Proposal and information on this point.
As of the date of this response, [the Company] has not received any proposals from any of its shareholders.
vi) Authorisation to perform acts that are related to the corporate purpose during the foundational period of the new corporation.
Authorisation proposal, underlying documentation and information on this point.
As of the date of this response, [the Company] has not received any proposals from any of its shareholders.
vii) 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.
Proposal and information on this point.
When the Board of Directors analysed the spinoff as an alternative to implement the Plan to Conform the Company [to the ACSL] it placed special value on the statements of the minority shareholders at the Extraordinary Shareholders' meeting of 20 March 2014; for that reason it proposed that, if the spinoff is the alternative selected by the shareholders, the company that is spun off Grupo Clarín S.A. shall request its entry to the public offering regime and the listing of its shares on the Buenos Aires stock Exchange and the London Stock Exchange to that the current holders of Class B Shares may also participate in the Spun Off Company.
viii) Reduction of the corporate equity of the Company as a consequence of the partial spinoff.
Description of the process of amendment of the Corporate Equity, detailing the resulting shareholder composition, distinguishing by shareholder and class of shares. Additionally, we request any other supporting information referred to this point.
The information requested is included in the Spinoff Prospectus published on the AIF under ID 4-232797-D.
ix) 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.
Proposal and information on this point with respect to the reduction of equity under the public offering regime and listing of securities.
The information requested is included in the Spinoff Prospectus published on the AIF under ID 4-232797-D.
x) 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 ACSL] under the terms of the Spinoff Prospectus.
Copy of the referred spinoff prospectus and proposed language that will replace the Bylaws, according to the amendment that will be submitted to the consideration of the shareholders at this shareholders' meeting, as well as any supporting information on this point.
The proposed language that will replace the Bylaws is attached as Annex VII of the Spinoff Prospectus published on the AIF under ID 4-232797-D.
c. (Point 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.
Detailed explanation of all the irrevocable offers received in connection with the acquisition of the shares of Unit 3, copy of the underlying documentation and copy of the minutes of the meeting of the Board of Directors where such offers were considered.
As of the date of this response, [the Company] has only received one irrevocable offer, the commercial terms of which were approved by the Board of Directors subject to the approval by the shareholders for the purchase of the assets that will form Unit 3.
Said irrevocable offer was made, as stated in the Minutes of the Meeting of the Board of Directors of 20 May 2014 (ID 4-228771-D) by Messrs. Gerardo Martí Casadevall and Christophe DiFalco for the acquisition from one or more of the companies that are controlled by the Company, of a certain number of shares of Cablevisión, such that upon consummation of the spinoff of Cablevisión S.A., they will have the right to receive 60% of the shares to be issued by Spun Off Company 2 of Cablevisión S.A. The other terms and conditions of such offer are reflected on the abovementioned meeting's minutes.
d. (Point 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 ACSL].
Detailed explanation of all the irrevocable offers received in connection with the acquisition of the shares of Unit 4, copy of the underlying documentation and copy of the minutes of the meeting of the Board of Directors where such offers were considered.
As mentioned above, the Company has been holding business discussions with potential interested parties within the framework of the different alternative for the implementation of the Plan to Conform the Company [to the ACSL], as considered by the shareholders at the Extraordinary Shareholders Meeting of 20 March 2014. Even though [the Company] received several expressions of interest for such assets, these expressions of interest have been dealt with under the confidentiality rules that that the Board has considered most advisable under the circumstances.
Notwithstanding the above, as of the date of this response, the Board of Directors has not approved any irrevocable offer for the acquisition of the shares and/or assets that make up Unit 4.
e. (Point 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 ACSL].
Detailed explanation of all the irrevocable offers received in connection with the acquisition of the shares of Unit 5, copy of the underlying documentation and copy of the minutes of the meeting of the Board of Directors where such offers were considered.
To date, [the Company] has not received any irrevocable offers, the terms of which have been approved by the Board of Directors for the sale of the Assets that Comprise Unit 5.
f. (Point 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 assets that comprise Unit 6 pursuant to the Plan to Conform the Company [to the ACSL].
Detailed explanation of all the irrevocable offers received in connection with the acquisition of the shares of Unit 6, copy of the underlying documentation and copy of the minutes of the meeting of the Board of Directors where such offers were considered.
To date, [the Company] has not received any irrevocable offers, the terms of which have been approved by the Board of Directors for the sale of the Assets that Comprise Unit 6.
g. (Point 8) Approval of the performance of the Task Force Created to Implement the Plan to Conform the Company [to the ACSL] as from the Extraordinary Shareholders' Meeting held on 3.20.2014 up to this date. Granting of powers and authorisations.
Information related to the tasks developed by the Task Force Created to Implement the Plan to Conform the Company [to the ACSL] with express identification of its members. Information with respect to the granting of powers and authorisations, as sell as any other supporting information on this point.
The Task Force has continued to carry out al the tasks and procedures tending to the implementation of the Plan to Conform the Company [to the ACSL] in the scant legal timeframe that was established, as if it had been approved by the shareholders at the Extraordinary Shareholders' Meeting of 20 March 2014.
The Board of Directors will promote the Shareholders at the shareholder's meeting empower, with the broadest powers possible permitted by Law, the Task Force to continue performing all the proceedings and other transactions that may be necessary in order to implement the decision adopted by the shareholders at the next Meeting.
h. (Point 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 ACSL].
Proposal and information about the Representatives to be appointed wih express identification of its members.
The [Board of Directors] will procure that the shareholders appoint the persons who, on behalf on the Company, will take their participation and exercise their voting right at the respective shareholders' meetings of the subsidiary companies, or as the case may be, the Shareholders at the Shareholders' Meeting delegate its appointment.
We note for the record that in this response, together with the request, shall be made available to the general public on AIF and on the Buenos Aires Stock Exchange.
We are at your disposal to make any clarifications that you may deem necessary.
Sincerely,
Alfredo Marín