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Announcement regarding capital reduction

29-06-2020

Anuncio de reducción de capital
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Pursuant to Article 319 of the Spanish Companies Act, it is hereby made public that on 29 June 2020 the Ordinary General Shareholders’ Meeting of Promotora de Informaciones, S.A. (the “Company”) adopted, with the majorities required under the Spanish Companies Act and the Company’s Articles of Association, the four resolutions included in Item Five of the General ’ Meeting’s Agenda, as well as the corresponding amendments of the Articles of Association:

«5º.- Reserves and share capital reductions aimed at reducing losses and adapting Company’s equity structure.

5.1. Offset of losses against share premium in an amount of EUR 254,179,772.95, voluntary reserves in an amount of EUR 197,721,332.18 and legal reserve in an amount of EUR 18,070,356.32. Delegation of powers.

5.2. Share capital reduction by an amount of EUR 320,761,713.56 to offset losses, by decreasing the par value of shares by EUR 0.452637587, to EUR 0.487362413 per share, based on Company’s balance sheet as at 31 December 2019. Amendment of article 5 of the Articles of Association. Delegation of powers.

5.3. Reduction of the share capital by an amount of EUR 7,086,501.93 to increase the legal reserve account, by decreasing the par value of the shares by EUR 0.01, to EUR 0.477362413 per share, based on Company’s balance sheet as at 31 December 2019. Amendment of article 5 of the Articles of Association. Delegation of powers.

5.4. Reduction of the share capital by an amount of EUR 267,417,946.63, through the reduction of the par value of the Company’s shares by EUR 0.377362413, to EUR 0.10 per share, to set up a reserve which will only be available under the same requirements as those for the share capital reduction, based on the Company’s balance sheet as at 31 December 2019. Amendment of article 5 of the Articles of Association. Delegation of powers»

Under resolution 5.1 of the Agenda it was resolved to apply the entirety of the “share premium”, “voluntary reserves” and “legal reserve” accounts to partially offset the “negative results of prior periods” of the Company, which, once the proposed distribution of profits was under the first item of the General Meeting’s agenda amounted to EUR -705,093,992.75. Once the former accounts have been applied to offset losses, the “negative results of prior periods” account shall amount to EUR -235,122,531.30.

Under resolution 5.2 of the Agenda it was resolved to reduce the share capital of the Company in the amount of EUR 320,761,713.56, that is, from the current amount of EUR 666,131,181.42 to EUR 345,369,467.86, through the reduction of the par value of each of the 708,650,193 ordinary voting shares currently comprising Company’s share capital, from the current amount of EUR 0.94 per share to EUR 1.03 0.487362413 (345,369,467.86/708,650,193) per share. The purpose of the share capital reduction is to restore the balance between Company’s share capital and equity, which has decreased as a consequence of the accumulation of losses from prior periods. The total amount of the share capital reduction shall thereby be applied to offset the negative reserves registered in the “negative results of prior periods” account in an amount of EUR -235,122,531.30 and in the “merger reserves” account in the amount of EUR -85,639,182.26. After the proposed share capital reduction, Company’s “negative results of prior periods” account and the “merger reserves” account shall be reduced to EUR 0. The adoption of this resolution shall equally affect all of the Company’s shares comprising its share capital. By virtue of article 335.a) of the Spanish Companies Act the creditors have no right of opposition to this reduction of capital.

Under resolution 5.3 of the Agenda it was resolved to reduce the share capital in the amount of EUR 7,086,501.93, that is, from the amount of EUR 345,369,467.86 resulting from the resolution 5.2. above to EUR 338,282,965.93, through the reduction of the par value of each of the 708,650,193 ordinary voting shares comprising Company’s outstanding share capital in the amount of EUR 0.01, from the current amount of EUR 0.487362413 per share resulting from the resolution 5.2 above to EUR 0.477362413 (338,282,965.93/708,650,193) per share. The purpose of the share capital reduction is to increase Company’s legal reserves. The adoption of this resolution shall equally affect all of the Company’s shares comprising its share capital. By virtue of article 335.b) of the Spanish Companies Act the creditors have no right of opposition to this reduction of capital.

Under resolution 5.4 of the Agenda it was resolved to reduce the share capital in the amount of EUR 267,417,946.63, that is, from the amount of EUR 338,282,965.93 resulting from the resolution 5.3 above to EUR 70,865,019.30, through the reduction of the par value of each of the 708,650,193 ordinary voting shares comprising Company’s outstanding share capital in the amount of EUR 0.377362413, from the amount of EUR 0.477362413 per share resulting from the resolution 5.3 above to EUR 0.10 per share. The purpose of the share capital reduction isset up a reserve that will only be available under the same requirements as those for the share capital reduction.The adoption of this resolution shall equally affect all of the Company’s shares comprising its share capital. By virtue of article 335.c) of the Spanish Companies Act the creditors have no right of opposition to this reduction of capital.

In accordance with the provisions set forth in article 323 of the Spanish Companies Act, the four resolutions mentioned above are based on Company’s individual balance sheet as at 31 December 2019, which forms part of the individual annual accounts of the Company as at such date that were approved under the first item of the agenda and verified by the Company's statutory auditor, namely, Deloitte, S.L., as reflected in the audit report. Said individual annual accounts, which include the aforesaid balance sheet and audit report, will be attached to the public deed of share capital decrease.

The conditions precedent to which resolutions 51, 5.2, 5.3 and 5.4 above were subject, consisting of, (i) in the case of the resolution 5.1, the approval of the first resolution, (ii) in case of the resolution 5.2, the approval of resolutions first and 5.1, (iii) in case of the resolution 5.3, the approval of the resolutions first, 5.1 and 5.2, and (iv) in the case of the resolution 5.4, the approval of resolutions first, 5.1, 5.2 and 5.3, are hereby deemed to have been fulfilled.

Madrid, 29 June 2020.- Xavier Pujol Tobeña. General Counsel and Secretary of the Board of Directors of Promotora de Informaciones, S.A.

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