25 Jun 2014 07:17
GRUPO CLARIN S.A.
Grupo Clarín Responds Shareholder Notes
On 24 June 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had responded two notes received from its shareholder, the Argentine National Social Security Administration (ANSES).
Under the first note, ANSES communicated its intention to exercise its alleged right to cumulative voting in the election of the members of the Board of Directors and Syndics of Cablevisión Holding S.A. pursuant to Sections 263 and 289 of Law No. 19,550, if the shareholders were to proceed with the spinoff of the Company and the creation of Cablevisión Holding S.A. The Company responded that if the shareholders decide to proceed with the spinoff of the Company and the creation of Cablevisión Holding S.A. and adopt the form of bylaws attached as Annex VI to the Spinoff Prospectus, Directors and Syndics will be elected separately by the shareholders of each Class, and the right to cumulative voting would not apply, pursuant to Section 263 of Law No. 19,550.
Under the second note, ANSES requested an audio recording of the General Ordinary Shareholders' Meeting of 29 April 2014. Given that the recording would have to be furnished to all shareholders and that the size of the file is too large to upload onto the Autopista de Información Financiera ("AIF") (an online electronic disclosure system used by public companies in Argentina), the Company will make the audio recording available to the general public, as from 25 June 2014, on its website at http://www.grupoclarin.com/ir/Servicios-para-Inversores/Download-Center-SP?Tab=2.
Attached as Exhibit A is a free translation of the first note received from ANSES. Attached as Exhibit B is a free translation of the Company's response to that note.
Enquiries:
In Buenos Aires:
Alfredo Marín/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
"2014 - Year in Honour of Admiral Guillermo Brown, on the Bicentennial of the Naval Combat of Montevideo"
Ministry of Economy and Public Finance
Secretariat of Economic Policy and
Development Planning
[NOTE: A STAMP AND HANDWRITTEN NOTE INDICATE RECEPTION BY GRUPO CLARÍN ON 23 JUNE 2014 AT 4.30PM]
NOTE DNEPE No. 285/14
RE: FILE-S01: 0106128/2014
General Extraordinary Shareholders' Meeting of
GRUPO CLARIN S.A. of 30/06/2014.-
BUENOS AIRES, 23 JUN 2014
MISTER CHAIRMAN:
I am pleased to address you in connection with the General Extraordinary Shareholders' Meeting of GRUPO CLARIN S.A. to be held on 30 June 2014 at 11.00 hours, on first call in the Autonomous City of Buenos Aires.
In that regard, I hereby communicate, in due time and form, the decision of the shareholder FGS-ANSES to vote according to the cumulative system pursuant to sections 263 and 289 of Law No. 19,550 of Corporations for the election of principal and alternate Directors and Syndics, who subject to what the shareholders may decide, may be elected under the item of the agenda set forth in the notice where the Company calls such meeting's, the relevant sections of which are transcribed below:
(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.
For such purpose, we identify the participation with which we will exercise the right invoked above: TWENTY FIVE MILLION EIGHT HUNDRED SIXTY SIX THOUSAND THREE HUNDRED NINETY FIVE (25,866,395) book entry Class B shares, with a nominal value of Ps.1 and the right to ONE (1) vote per share.
This note is issued pursuant to the terms and powers vested on the Secretariat of Economic Policy and Development Planning (SPEyPD) under Decree No. 1278/12, which, in turn, pursuant to SPEyPD resolution No. 110/12 delegated such powers on the National Direction of Companies with State Participation.
Sincerely,
/s/ Lic. Cristian Girard
National Direction of Companies with State Participation
TO THE
CHAIRMAN OF GRUPO CLARÍN S.A.
Jorge Carlos RENDO
By Hand
EXHIBIT B
FREE TRANSLATION
Buenos Aires, 24 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 note of 23 June 2014.
In that regard, and as stated in the text of the notice calling the shareholders' meeting, the Shareholders must first consider the alternatives that were analysed by the Board of Directors of the Company with respect to Units 1 and 2 contemplated in the Plan to Conform the Company to the Audiovisual Communication Services Law-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) 1 and 2. Alternatively, the shareholders shall consider the Company's partial spin-off proposal approved by the Board of Directors at the meeting held on 13 May 2014.
If the shareholders were to vote in favour of the spinoff of the Company and the creation of the spun off company with the spun off assets, they shall also consider the bylaws of the spun off company according to the draft attached as Annex VI of the Grupo Clarín S.A. Spinoff Prospectus published on the AIF under ID 4-232797-D. Such draft Bylaws replicate the election of Directors and members of the Supervisory Committee by class of shares and their conditions under the current Bylaws of Grupo Clarín S.A. Therefore, if the creation of the Spun Off Company is approved and the draft Bylaws attached to the Prospectus are adopted, the Shareholders will hold special meetings by class in order to elect the directors and members of the Supervisory Committee, and no shareholder will be entitled to exercise, in such a case, the right to vote under the cumulative system, because the Argentine Corporate Law, under Section 263 so provides.
Consequently, the exercise of cumulative voting would apply only in the event that the shareholders were to approve the creation of the spun off company but adopt bylaws that did not contemplate the election of the members of the Board of Directors and the Supervisory Committee by class of shares.
We state for the record that this response, together with your request, will be made available to the general public on the AIF and the Buenos Aires Stock Exchange.
Sincerely,
/s/ Alfredo Marín