6-K 1 form6k.htm PROMOTORA DE INFORMACIONES 6-K 5-8-2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2014

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
 
 
COMMUNICATION OF RELEVANT INFORMATION
 
Promotora de Informaciones, S.A. (PRISA) announces the following relevant information, under the provisions of article 82 of Securities Market "Ley del Mercado de Valores".
 
In relation to the procedure for the mandatory conversion of PRISA Class B convertible non-voting shares into PRISA Class A common shares, the essential aspects of that procedure are hereby disclosed as provided: i) in the non-cash capital increase approved by the Extraordinary General Shareholders Meeting of PRISA held on 27 November 2010 (Relevant Information dated 27 November 2010 with CNMV registration No. 133939), ii) in the Securities Note for that operation (registered under CNMV No. 49155), iii) in the resolution adopted at the Annual General Shareholders Meeting of PRISA on 28 April 2014 in relation to the payment in Class A common shares of the preferential minimum annual dividend of Class B shares for 2013 and of the pro rata part of that dividend accrued during 2014 up to the date of the mandatory conversion of Class B shares (Relevant Information dated 28 April 2014 with CNMV registration No. 204242), iv) in the resolutions adopted at the PRISA Board of Directors meeting held on 28 April 2014 after the General Shareholders Meeting, and v) in article 6.2 (b) of the PRISA Bylaws.
 
1.
Mandatory conversion of non-voting Class B shares into Class A common shares:
 
The mandatory conversion of non-voting Class B shares into Class A common shares will take place forty-two (42) months after the date of their issue, that is, as from the first day following 30 May 2014. Consequently, all non-voting Class B shares still outstanding will be subject to the mandatory conversion procedure.
 
PRISA will make its best efforts so that all of the actions needed for the conversion of non-voting Class B shares and delivery of Class A common shares are carried out within one calendar month following expiry of the mandatory conversion time limit, that is, during June 2014.
 
2.
Trading of the non-voting Class B shares:
 
The non-voting Class B shares will be delisted from the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges and from trading in the Continuous Market simultaneously to the admission to trading of the new Class A common shares.
 
3.
Conversion ratio:
 
If the average of the weighted average trading prices of PRISA Class A common shares for the twenty (20) trading sessions immediately preceding 30 May 2014 on the Spanish Continuous Market is less than 2.00 euros, the conversion ratio will be modified as provided in article 6.2 (b) (ii) of the Bylaws, with a maximum of 1.33 Class A common shares for each Class B convertible non-voting share, and the relevant capital increase will be carried out by a charge against the issue premium reserve created when the Class B convertible non-voting shares were issued.
4.
Payment of preferential dividend on non-voting Class B shares in connection with the mandatory conversion:
 
The Annual General Shareholders Meeting of PRISA held on 28 April 2014 resolved to pay in Class A common shares the preferential minimum annual dividend on Class B shares for 2013 and the pro rata part of that dividend accrued during 2014 up to the mandatory conversion date for the Class B shares, by means of a capital increase by a charge against the issue premium reserve created when the Class B convertible non-voting shares were issued.
 
All holders of record at the end of 30 May 2014 of non-voting Class B shares will be entitled to receive said dividend and will be awarded the rights to receive ordinary Class A shares free of charge in the aforesaid capital increase.
 
PRISA will take the necessary actions to execute the capital increase needed for payment in Class A common shares of the preferential minimum annual dividend of Class B shares for 2013 and of the pro rata part of that dividend accrued during 2014 up to the date of mandatory conversion of the Class B shares, as soon as said mandatory conversion falls due, that is, as from the first day following 30 May 2014.
 
Consequently, the dividend payment is expected to take place during the month of July 2014, after compliance with the formalities and performance of the required actions, in a similar manner and according to the same procedure and timetable as followed for payment of the annual minimum dividend in previous years.
 
Madrid, 8 May 2014
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 8, 2014
By:
/s/ Antonio García-Mon
 
 
Name: Antonio García-Mon
 
Title: Secretary of the Board of Directors