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Informe Anual EN

57 Sustainability Report 2014 Commitments and future challenges Sustainability at PRISA at the Extraordinary Shareholders Meeting on November 27, 2010, PRISA Warrants have PRISA Class A shares as underlying titles. Their exercise price amounts to 2 euros and they may be exercised on a monthly basis during any of the monthly windows (up to the date of their expiration in June 5, 2014). PRISA Warrants quote on the platform of the Spanish Stock Warrants. ƒƒ Convertible Bonds 2012: issued under the resolution of the Ordinary Shareholders’ Meeting of June 30, 2012, which endorsed a resolution to increase share capital by the amount necessary to meet conversion into Class A ordinary shares up to an initially envisaged maximum of 421,359,223 shares. The bondholders may request their conversion into Class A shares at any time before the final maturity date (July 2014). In this case, the Company shall issue Class A shares resulting from the conversion price within the month following the request of early conversion. The price of the PRISA shares for purposes of conversion will be 1.03 Euros and will be adjusted under certain circumstances provided in the resolution. ƒƒ PRISA Warrants 2013: in the context of the refinancing of PRISA’s bank debt, the Extraordinary Meeting of PRISA Shareholders, held on December 10, 2013, adopted a resolution to issue warrants that incorporate the right to subscribe to Class A ordinary shares newly issued by the Company. The number of PRISA Warrants 2013 issued is 215,605,157, which confer on holders the right to subscribe to the same number of Company Class A ordinary shares, as well as a number of additional Class A ordinary shares to a maximum combined total of 372,661,305, subject to the increase in capital derived from the payment of the minimum dividend recognised to the Class B shares by means of the delivery of Class A shares, as well as the eventual adjustment of the conversion ratio in the necessary conversion of the Class B convertible non-voting shares, and the exercise or conversion of the necessarily convertible bonds that convert to Class A shares of the Company issued in June 2012 The PRISA 2013 Warrants have been subscribed by 16 institutional investors and are not admitted to trading on any secondary market As of December 31, 2013, according to information made available by the Spanish National Securities Commission (CNMV), the significant shareholders of PRISA, is show in the right table. Rucandio, SA is holds its investments through the following entities: ƒƒ Promotora de Publicaciones, SL, holder of 77,248,921 voting rights, representing 10,429% of the share capital with voting rights. ƒƒ Timón, SA, holder of 7,928,140 voting rights, representing 1.070% of the share capital with voting rights ƒƒ Asgard Inversiones, SLU, holder of 27,662,101 voting rights, representing 3.734% of the share capital with voting rights ƒƒ OTNAS Inversiones, SL, holder of 93,000,000 voting rights, representing 12.556% of the share capital with voting rights ƒƒ Rucandio Inversiones SICAV, SA, holder of 339,094 voting rights, representing 0.045% of the share capital with voting rights. Furthermore the indirect holding declared by Rucandio includes 28,088,522 voting rights of PRISA subject to the “PRISA Shareholder agreement” signed on December 22, 2011 (in which Rucandio indirectly holds the majority of votes), and whose terms were communicated to the CNMV. Share performance during exercise and shareholder remuneration during the year The most representative price (by number of shares and liquidity) is that of Class A common stock, listed on the Spanish.stock exchange. PRISA’s Class A Common Stock started the year with a price of 0.24 euros (2 January 2013) and closed the year with a price 0.40 per share (31 December 2013), which represents a price increase of 66.7%. This performance compares to a growth for the Spanish market (IBEX 35) of 17.4% over the same period. The performance of PRISA’s share price has been very varied over the different quarters of the year, showing falls of 6.2% and 2.3% in the first and second quarter, and growth of 62% and 23% in the third and fourth quarters, respectively. The evolution of the market price of the Class A ordinary shares of Grupo PRISA compared with the evolution of Ibex 35, over the course of 2013, both indexed to 100, is shown in the right graph. The company has made no remuneration to shareholders of class A stock. Class B shareholders have received, paid in shares, a minimum guaranteed dividend of 0.175 euros per share, as agreed on the date of issuance of the Class B shares. This dividend was paid in PRISA Class A shares, at 1 euro per share, as approved at the General Meeting held in July 2012 (which gave the company the option of paying the


Informe Anual EN
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