6-K 1 form6k.htm PROMOTORA DE INFORMACIONES, S.A. 6-K 5-24-2012 form6k.htm


FORM 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of May, 2012
Commission File Number: 001-34983

PROMOTORA DE INFORMACIONES, S.A.
(Exact name of registrant as specified in its charter)

PROMOTER OF INFORMATION, S.A.
(Translation of registrant’s name into English)

Gran Vía, 32
28013 Madrid, Spain
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F R      Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes ¨      No R

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes ¨      No R

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes ¨      No R

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A
 


 
 

 
 
FREE TRANSLATION FROM THE ORIGINAL IN SPANISH LANGUAGE
 

Communication of Relevant Information


Promotora de Informaciones SA (PRISA) announces the following relevant information, under the provisions of article 82 of Act 24/1988, July 28th, of Securities Market (“Ley del Mercado de Valores”).

1.  
Exercise of Warrants

In relation to the Warrants issued by the capital increase for cash consideration1, PRISA has granted a public deed formalizing the implementation of the capital increase, in the seventeenth window of execution of the Warrants of PRISA. This public deed has been recorded in the Registry of Commerce of Madrid, on May 22nd, 2012, entry 282. The total number of Warrants that have been exercised is 341, which have given place to the subscription of 341 new Class A common shares, issued on an exercise price of 2.00 Euros per share.

PRISA share capital, after this capital increase, amounts 92,287,076.90€, represented by: (a) 538,735,981 Class A common shares, of 0.10€ par value each, numbered consecutively from 1 to 538,735,981 and (b) 384,134,788 Class B convertible and non-voting shares, of 0.10€ par value each, numbered consecutively from 1 to 384,134,788.

After conversion in this seventeenth window, the Company reminds to all Warrants holders of PRISA that they may exercise their rights (conversion of Warrants) on a monthly basis for 25 windows of execution (up to June 2014), at an exercise price in all of them of 2.00 Euros per share.

2.  
Class B shares conversion into Class A shares

In relation to non-voting convertible Class B shares issued by a capital increase against in-kind contributions2, PRISA has granted a public deed formalizing the conversion of 1,000 Class B shares into an equal number of Class A shares under the terms established by the Class B issue agreement. This public deed has been recorded in the Registry of Commerce of Madrid, on May 22nd, 2012, entry 283.

PRISA share capital upon the exercise of the conversion rights by holders of Class B shares, into Class A shares, is represented by: (a) 538,736,981 Class A common shares, of 0.10€ par value each, numbered consecutively from 1 to 538,736,981 and (b) 384,133,788 Class B convertible and non-voting shares, of 0.10€ par value each, numbered consecutively from 1 to 384,133,788. PRISA share capital amounts 92,287,076.90€.

The admission to trading of the new ordinary shares, both all those coming from the exercise of Warrants and coming from the conversion, will be applied on the Stock Exchange of Madrid, Barcelona, Bilbao and Valencia through the Automated Quotation System (“Sistema de Interconexión Bursátil” -Mercado Continuo-).

Madrid, May 24th 2012

 
______________________________
 
1 Capital increase agreement by issuing 241,049,050 ordinary shares of class A issued for cash consideration, with preferential subscription rights implemented through warrants (the Warrants of PRISA), adopted by the General and Extraordinary Shareholders Meeting of PRISA held on 27th November 2010 (Securities Note number 9823, registered on CNMV), reported by Relevant Information dated December 2, 2010 (Registration No.134087 on CNMV) and Relevant Information dated December 7, 2010 (Registration No.134403 on CNMV).
 
2 Capital increase agreement against in-kind contributions, approved by the General Extraordinary Shareholders Meeting of PRISA held on 27th November 2010 (Securities Note number 49,155, registered on CNMV), reported by Relevant Information dated November 27, 2010 (Registration No.133939 on CNMV).
 
 
 

 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

     
PROMOTORA DE INFORMACIONES, S.A.
     
(Registrant)
       
May 24, 2012
By:
 
/s/ Iñigo Dago Elorza
  Name:  
Iñigo Dago Elorza
  Title:  
Chief Legal Officer and Secretary of the Board of Directors