PRISA to hold General Meeting on November 27 to approve deal with Liberty

Grupo PRISA is to hold an Extraordinary General Meeting of Shareholders on Saturday, November 27, at 6pm, at IFEMA (Feria de Madrid), to approve the necessary measures and agreements for the implementation of the incorporation of shareholders of Liberty Acquisition Holdings Inc. (Liberty) into its capital.

LIBERTY will hold its General Meeting on Wednesday, November 24, in New York, so that their shareholders can approve the terms of the transaction.


The agreement that is subject to both PRISA and Liberty shareholder approval includes the swap of 1 Liberty share in exchange for 1.5 Prisa Class A ordinary shares, 3 Prisa Class B convertible non-voting shares and 0.50 dollars in cash.


Non-voting shares can be converted into ordinary shares within 42 months. In addition, current Liberty warrantholders may exchange them for 0.45 PRISA new ordinary shares and 0.90 dollars in cash. Depending on the degree of acceptance by the shareholders of Liberty, PRISA may issue up to 224,855,520 new ordinary shares and 402,987,000 convertible non-voting shares, meaning that PRISA could have up to 870 million dollars of LIBERTY funds at its disposal.


It is anticipated that these new shares will be listed in Spain and on the NYSE in New York, through ADRs (American Depositary Receipts).

 
The Board of PRISA will also review the proposal that existing shareholders of the Company can opt to receive 1.1 new ordinary shares for each share they hold, within 42 months, at a price of 2 euros per share. Considering the current capital of PRISA, this measure would mean the issue of 241,049,050 new ordinary shares. Full implementation of this agreement would make available additional funds of 482 million euros.


The transaction with Liberty, which will help to strengthen the capital structure of PRISA, is part of the process of recapitalization and financial restructuring that the Company has recently undertaken.