REG - Grupo Clarin S.A. - Notice to Global Depository Receipt Holders

Grupo Clarin SAAnnouncement

27/10/2022 07:01

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RNS Number : 2567E  Grupo Clarin S.A.  26 October 2022

October 26, 2022

GRUPO CLARIN S.A.

Notice to Grupo Clarin S.A. Global Depositary Receipt Holders

Grupo Clarin S.A. (the "Company") has entered into a Second Amended and
Restated Deposit Agreement dated as of October 26, 2022 (the "New Deposit
Agreement") with JPMorgan Chase Bank, N.A. (the "Depositary") regarding its
Global Depositary Receipts ("GDRs"), amending and restating in its entirety
the Amended and Restated Deposit Agreement dated as of August 28, 2017 (the
"Old Deposit Agreement") relating to the GDRs.

 

A copy of the New Deposit Agreement is available for viewing on the Company's
website at:
https://ir.grupoclarin.com/wp-content/uploads/2022/10/GCSA-2022-AR-Deposit-Agreement-w_-Grupo-Clarin-Execution-Version.pdf

 

In accordance with the provisions of the Old Deposit Agreement, any amendment
to the Old Deposit Agreement that imposes or increases any fees or charges
(other than stock transfer or other taxes and other governmental charges,
transfer or registration fees, SWIFT, cable, telex, electronic or facsimile
transmission costs, delivery costs or other such expenses), or that shall
otherwise prejudice any substantial existing right of Holders, shall become
effective 30 days after the date of the notice to Holders of all such
amendments to the Old Deposit Agreement contained in the New Deposit Agreement
as contemplated by the Old Deposit Agreement.  Every Holder of a GDR at the
time any amendment to the Old Deposit Agreement so becomes effective shall be
deemed, by continuing to hold such GDR, to consent and agree to such amendment
and to be bound by the New Deposit Agreement.

 

Notwithstanding the revised terms thereof contained in the New Deposit
Agreement (including the revised terms contained in the new Rule 144 GDR
attached as Exhibit A-1 thereto and the new Regulation S GDR attached as
Exhibit A-2 thereto (each of the new Rule 144A GDR and new Regulation S GDR, a
"New GDR" and, together, the "New GDRs")), existing GDRs will continue to be
valid (on the terms set forth in the New Deposit Agreement (including the
terms set forth in the New GDRs attached as Exhibits A-1 and A-2 thereto) and
not on the terms set forth in the Old Deposit Agreement or such existing Rule
144 GDRs and existing Regulation S GDRs attached as Exhibit A-1 and A-2,
respectively, to the Old Deposit Agreement) and will not have to be exchanged
for new GDRs. Subject to the 30 day effective period described above that may
be applicable to certain of the amendments reflected in the New Deposit
Agreement (including the New GDRs attached as Exhibits A-1 and A-2 thereto),
the terms of all existing Rule 144 GDRs and existing Regulation S GDRs are
deemed amended and restated to reflect the terms set forth in the respective
Rule 144 GDR and Regulation S GDR attached as Exhibits A-1 and A-2,
respectively, to the New Deposit Agreement.

Note: Neither this notice nor the information contained herein, nor its
publication, constitutes an offer or solicitation by the Company, or any other
issuer or entity for the purchase or sale of any GDR or any security relating
thereto nor does it constitute an offer, solicitation or publication to any
person in any jurisdiction where such solicitation or publication would be
unlawful.

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