19th Oct 2007 09:18
Grupo Clarin S.A.19 October 2007 The information contained in this announcement is restricted and not for publication, distribution or release IN WHOLE OR IN PART in argentina, Canada, BRAZIL, SINGAPORE or the United States of America This announcement is not a prospectus but an advertisement. Investors should notsubscribe for or purchase any shares or other securities referred to in thisannouncement except on the basis of information in the prospectus which isintended to be published by Grupo Clarin S.A. ("Grupo Clarin" or the "Company")in connection with the admission of Global Depository Shares ("GDSs")representing the Company's ordinary shares to the Official List of the U.K.Financial Services Authority and to trading on the London Stock Exchange mainmarket for listed securities. Such prospectus will, following publication, beavailable in printed form at the registered office of Grupo Clarin and throughits website at www.grupoclarin.com For Immediate Release19th October 2007 Grupo Clarin S.A. Announcement of Placing Price of Ps. 29.14 per Class B common share and US$ 18.50 per Global Depository Share ("GDS") Grupo Clarin, the largest media company in Argentina, announces the pricing ofthe initial public offering of its Class B common shares in the form of GDSs incountries outside of Argentina and in the form of Class B common shares inArgentina (the "Offering"). * The Offer Price has been set at Ps. 29.14 per Class B common share and US$ 18.50 per GDS (each GDS represents 2 Class B common shares). * Based upon the Offer Price, the market capitalisation of Grupo Clarin at the commencement of conditional dealings will be approximately US$2.6 billion. * The Offering consists of 50,000,000 Grupo Clarin Class B common shares (prior to the utilisation of the over-allotment option), in total representing 17.53% of the 285,261,524 Grupo Clarin's issued share capital and implies an offer value of approximately US$463m. * As part of the Offering 19,250,000 GDSs were placed with institutional investors in the International trancheand 11,500,000 Class B common shares were placed with Argentine investors in the Argentine tranche. * As stabilising manager, Credit Suisse Securities (Europe) Limited has been granted an over-allotment option of up to 7,500,000 Class B common shares, representing 15% of the Class B common shares in the Offering exercisable for a period of 30 days from today. * Conditional dealings of the GDSs are expected to commence on the London Stock Exchange at 12 noon today London time (19th October 2007) under the ticker symbol GCLA. * Admission of the GDSs to the Official List of the Financial Services Authority and commencement of unconditional dealings on the main market for the GDSs of the London Stock Exchange plc is expected to take place at 9:00am London time on 25th October 2007. * The Company's Class B common shares will be listed on the Bolsa de Comercio de Buenos Aires, the Buenos Aires Stock Exchange. Conditional dealings of the Class B common shares are expected to commence at 10:00am Buenos Aires time (9:00am New York time) today, under the ticker symbol GCLA. * The Offering comprised of a combination of 15 million new Class B common shares sold by the Company and 35 million existing Class B common shares sold by existing shareholders. The proceeds received from the Offering by the Company will be used to repay indebtedness of one of its subsidiaries and to invest in the development of its business, including through acquisitions, and for general corporate purposes. * Following the Offering, the controlling shareholders of the Company will continue to hold approximately 72% of the Company's total share capital and 87% of total shareholder votes (prior to the utilisation of the over-allotment option). The Company and existing shareholders are subject to a lock-up period of 180 days from today (19th October 2007). * Goldman Sachs International and Credit Suisse Securities (Europe) Limited are acting as Joint Global Coordinators for the Offering and Lead Managers for the International tranche of the Offering, JPMorgan Securities Inc. is acting as International Lead Manager and Merrill Lynch International and Itau Securities, Inc. are acting as International Co-Managers for the Offering. Commenting on today's announcement, Hector Horacio Magnetto, Chairman of theBoard of Directors and Chief Executive Officer of Grupo Clarin, said: "This equity offering marks the start of a new chapter for Grupo Clarin, as weseek to leverage our leading position and access to growth opportunities in themedia industry in Argentina and Latin America to create value for allshareholders." Enquiries: Grupo Clarin Tel: +54 11 4309 7602Alfredo Marin Temple Bar Advisory (PR advisor to Grupo Clarin) Tel: +44 207 002 1080Tom AllisonCaroline MerrellAlex Money The contents of this announcement are the sole responsibility of Grupo Clarin.Some of the information in this press release may contain projections or otherforward-looking statements regarding future events or the future financialperformance of Grupo Clarin. You can identify forward-looking statements byterms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might" the negative of such terms or other similarexpressions. Forward-looking statements involve unknown risks, uncertainties andother important factors beyond the control of Grupo Clarin that could causeactual results, performance or achievements to be materially different fromfuture results, performance or achievements expressed by such forward-lookingstatements and, thus, an investment decision should not be based onforward-looking statements. Many factors could cause the actual results todiffer materially from those contained in Grupo Clarin's projections orforward-looking statements general economic conditions, Grupo Clarin'scompetitive environment, risks associated with operating in Argentina a, rapidtechnological and market change, and other factors specifically related to GrupoClarin and its operations. Grupo Clarin does not accept any obligation to updatethese statements to reflect events and circumstances occurring after the datehereof or to reflect the occurrence of unanticipated events. Any forward lookingstatement speaks only as at the date of this announcement. Grupo Clarin makes norepresentation or warranty or prediction that the results anticipated by anyforward-looking statement will be achieved. This document does not constitute or form part of any offer or invitation tosell or issue, or any solicitation of any offer to purchase or subscribe for,any shares or other securities of Grupo Clarin, nor shall any part of it nor thefact of its distribution form the basis of or be relied on in connection withany contract or investment decision relating thereto, nor does it constitute arecommendation regarding the securities of Grupo Clarin. The offer and thedistribution of this press release and other information in connection with theOffer in certain jurisdictions may be restricted by law and persons into whosepossession any document or other information referred to herein comes shouldinform themselves about and observe any such restriction. Any failure to complywith these restrictions may constitute a violation of the securities laws of anysuch jurisdiction. This press release is not for publication or distribution, directly orindirectly, in or into the United States (including its territories anddependencies, any State of the United States and the District of Columbia),Argentina, Canada, Brazil or Singapore. This press release is not an offer forsale of any securities in the United States. Securities may not be offered orsold in the United States absent registration or an exemption from registrationunder the U.S. Securities Act of 1933. Grupo Clarin has not registered and doesnot intend to register any portion of any offering of securities in the UnitedStates or to conduct a public offering of any securities in the United States,except pursuant to an applicable exemption from registration. This communication is directed only at (i) persons who are outside the UnitedKingdom or (ii) investment professionals falling within Article 19(5) of theFinancial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and (iii) high net worth entities, and other persons to whom it maylawfully be communicated, falling within Article 49(2)(a) to (d) of the Order(all such persons together being referred to as "relevant persons"). The offeredsecurities are only available to, and any invitation, offer or agreement tosubscribe, purchase or otherwise acquire such securities will be engaged in onlywith, relevant persons. Any person who is not a relevant person should not actor rely on this document or any of its contents. In any European Economic Area ("EEA") Member State that has implementedDirective 2003/71/EC (together with any applicable implementing measures in anyMember State, the "Prospectus Directive"), this communication is only addressedto qualified investors in that Member State within the meaning of the ProspectusDirective. Information contained in this press release is not an offer, or an invitation tomake offers, sell, purchase, exchange or transfer any securities in Argentina orto or for the benefit of any Argentine person or any person in Argentina, anddoes not constitute an advertisement of any securities in Argentina. The GDSshave not been and will not be registered in Argentina and are not intended for "placement" or "public circulation" in Argentina. The Offering does not constitute an offer to sell, or the solicitation of anoffer to buy, securities in any jurisdiction in which such offer or solicitationwould be unlawful. The Offering, if and when effected, will consist of (a) anoffering in the United States to qualified institutional buyers (each a "QIB")as defined in Rule 144A ("Rule 144A") under the United States Securities Act of1933, as amended (the "Securities Act"), of GDSs (the "Rule 144A GDSs") inreliance on Rule 144A, (b) an offering outside the United States and Argentinaof GDSs (the "Regulation S GDSs") in reliance on Regulation S under theSecurities Act ("Regulation S") and (c) an offering to investors in Argentina ofClass B common shares in reliance on Regulation S. The Class B common sharesand the GDSs have not been, and will not be, registered under the Securities Actor any state securities laws and may not be offered or sold in the United Statesabsent registration or an exemption from registration under the Securities Act.The Class B common shares and the GDSs will be subject to selling and transferrestrictions in certain jurisdictions, including the United States. Authorisation to make the public offering of the securities in the Republic ofArgentina mentioned in this press release was requested from the ComisionNacional de Valores (the 'CNV') on 26th July 2007, according to applicableregulations in Argentina and granted on 11th October 2007. This authorizationonly means that information wise requirements have been met. The CNV has notemitted any judgment on the data contained in this announcement. The accuracy ofthe financial information, as well as that of any other kind of informationprovided in this announcement is the exclusive responsibility of the Board ofDirectors and, in what concerns them, of the Supervisory Committee of theCompany. Goldman Sachs International and Credit Suisse Securities (Europe) Limited areacting exclusively for the Company and the selling shareholders in connectionwith the Offering and for no one else and will not be responsible to anyoneother than the Company and the selling shareholders for providing protectionsafforded to their respective clients or for providing advice in relation to theOffering or any other matters referred to in this announcement. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
GCLA.L