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PRISA announces a capital increase of eur 450 million

13-10-2017

PRISA ANNOUNCES A CAPITAL INCREASE OF EUR 450 MILLION
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Juan Luis Cebrián activates the succession plan to guarantee the future of the Group

The Board of Directors of PRISA today approved a capital increase of 450 million euros with preferential subscription rights in order to strengthen the financial position of the Group and endow it with a sustainable capital structure in the long term. In addition, the Board approved another capital increase of 100 million euros aimed at specific creditor’s holding Company debt which they may choose voluntarily to capitalize. The capital increase is subject to a refinancing of the Group's debt in terms and conditions satisfactory to the shareholders of the Company and aims to ensure that the remaining debt will be better aligned to potential revenues generated by the different businesses.

In the context of this financial restructuring, PRSA’s serving Executive Chairman Juan Luis Cebrián asked the Board of Directors to bring forward the Group’s succession plan, though no candidate has yet been mooted for his position. The succession plan had been announced at the General Meeting of Shareholders in 2016. Cebrián will hand over the Executive Chair once the capital increase has been completed and the debt restructuring is in place, thereby ensuring that the company has a stable and sustainable financial structure.

The Board of Directors has convened an Extraordinary General Meeting of Shareholders for November 15. This meeting will address all those matters which were on the agenda for the meeting originally planned for October 30 and which has now been called off. Thus, the meeting of November 15 will also address the sale of Media Capital and the reduction of the nominal value of shares in order to offset losses from previous years (an operation that will have no impact on the fundamental value of the company as this is solely an accounting adjustment required by applicable regulations).

The capital increase of 450 million euros will be made through the issuance of 375,000,000 new shares at EUR 1.20 per share. The move already enjoys the approval of a significant number of the shareholders of the company. Meanwhile, PRISA is negotiating an underwriting agreement with a number of financial institutions for the pending amount in order to ensure the issuance in its entirety at the time of launch. The capital increase of EUR 100 million aimed at those creditors who choose to voluntarily avail of the offer will be made through the issuance of a maximum of 50,000,000 new shares at a minimum price of 2.0 per share.

With these operations, PRISA will achieve a capital structure that will allow it to focus on all those business operations and opportunities that management has identified in its Strategic Plan.

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