6-K 1 form6k.htm PROMOTORA DE INFORMACIONES, SA 6-K 6-3-2013  


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, 2013
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").

In relation to non-voting convertible Class B shares issued by a capital increase against in-kind contributions1, PRISA has granted a public deed formalizing (i) the conversion of 3,010,536 Class B shares into an equal number of Class A shares under the terms established by the Class B issue agreement, and (ii) the issuance of 746,240 new Class A shares for the payment of the minimum dividend accrued until the conversion2. This public deed has been recorded in the Registry of Commerce of Madrid, on May 28th, 2013, entry 418.

PRISA share capital upon the exercise of the conversion rights by holders of Class B shares into Class A shares and the issuance of new Class A shares for the payment of the minimum dividend, is represented by: (a) 673,362,582 Class A common shares, of 0.10€ par value each, numbered consecutively from 1 to 673,362,582 and (b) 321.955.860 Class B convertible and non-voting shares, of 0.10€ par value each, numbered consecutively from 1 to 321.955.860. PRISA share capital, after this exercise of the conversion rights, amounts 99,531,844.20€.

The admission to trading of the new ordinary shares will be applied on the Stock Exchange of Madrid, Barcelona, Bilbao and Valencia through the Automated Quotation System ("Sistema de Interconexion Bursatil" -Mercado Continuo-).

Madrid, May 30th 2013


 
1 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).
 
2 Amendment of minimum dividend rules for preferred non-voting convertible Class B shares and share capital increase by tranches, approved by the General Ordinary Shareholders Meeting of PRISA held on 30th June 2012, reported by Relevant Information dated June 30, 2012 (Registration No.168774 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 30, 2013
By:
/s/ Antonio García-Mon
 
 
Name:
Antonio García-Mon
 
 
Title:
Secretary of the Board of Directors