REG - Cablevision Holding - CVH responds to Shareholder information request

Telecom Argentina SAAnnouncement

19/08/2021 09:15

RNS Number : 1628J
  
Cablevision Holding S.A.
  
19 August 2021
  
 

 
 
CABLEVISION HOLDING S.A.
Cablevisión Holding Responds Shareholder Information Request
 
On 18 August 2021, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had exchanged notes with a shareholder in connection with the agenda of the Extraordinary Shareholders' Meeting to be held on 31 August 2021.
 
Attached as Exhibit A is a free translation of the Company's response.
 
Enquiries:
 
Ms. Samantha Olivieri
Head of Investor Relations
 
Mr. Valentina López
Sr. Analyst of Investor Relations
 
www.cvh.com.ar
Email: ir@cvh.com.ar
Tel: (+54 11) 4309 - 3417 
 
EXHIBIT A
 
FREE TRANSLATION                                                                                                   
 
Buenos Aires, 18 August 2021
 
To the Shareholder of
Cablevisión Holding S.A.
National Social Security Administration (ANSES)
Fondo de Garantía de Sustentabilidad
By Hand
 
Attn: Coordinator of Corporate Affairs of the National Social Security Administration. Dr. Paola Rolotti. Coordinator.
 
Dear Madam,
 
I, Samantha Olivieri, in my capacity as Person in charge of Relations with the Market of Cablevisión Holding S.A. (hereinafter, interchangeably, the "Company" or "CVH") hereby address You in response to your request for information, issued by e-mail dated 6 August 2021.
 
Pursuant to the General Companies Law No. 19,550, we hereby respond to your request, in the order formulated by you:
 
1)   Detail of the shareholder composition as of the date hereof. Please include a detail of the shareholder registry indicating the percentages of each shareholder with more than a 5% participation, by class of shares; indicating total votes and total shares.
 




CABLEVISIÓN HOLDING S.A.


 




Shareholder


Shares


Class of Shares


Equity Participation


Total Votes




GC Dominio S.A.


47,753,621(*)


Non-endorsable, nominative, ordinary Class "A" shares


26.44%


64.24%




Anses (FGS)


16,257,029(**)


Book-entry Class "B" shares


9.00%


4.37%




ELHN Grupo Clarín New York Trust


48,008,436 (**)


Book-entry Class "B" shares


26.58%


12.92%




HHM Grupo Clarín New York Trust


21,056,531 (**)


Book-entry Class "B" shares


11.66%


5.67%




GS Unidos LLC


11,782,877 (*)


Non-endorsable, nominative, ordinary Class "C" shares


6.52%


3.17%




Remainder of Class B shares 


35,784,086(***)


Book-entry Class "B" shares


19.81%


9.63%




Total


180,642,580


 


100%(****)


100%




 
(*) According to Registry of common, non-endorsable, nominative, ordinary Class A and C shares carried by the Company. 
 
(**) According to certificate issued by Caja de Valores S.A. delivered to the Company.
 
(***) The registry of Class B common book-entry ordinary shares is carried by Caja de Valores S.A.
 
(****) Difference due to rounding.
 
2)   Executed copy of the Minutes of the Board of Directors that calls an Ordinary and Extraordinary Shareholders' Meeting.
 
The minutes of the meeting of the Board of Directors that calls an Extraordinary Shareholders' Meeting, with due identification of the signors, was made available to the general public through the Autopista de Información Financiera ("AIF") [online electronic disclosure system used by public companies] under Document No. 2776080 and the amended date of the Extraordinary Shareholders' meeting was made available to the general public through the AIF under Document No. 2777302. 
 
3)   With respect to the following points of the agenda, we request:
 
(Point 2) Full or partial reversal of the Voluntary Reserve for Illiquid Results. Distribution of dividends in cash or in kind or in any combination of both alternatives.  Delegation of powers on the Board of Directors.
 
a.   Please inform the reasons for the proposal and its reasonableness
 
The Board of Directors of the Company has not made a proposal. However, given that its subsidiary Telecom Argentina S.A. had called a General Extraordinary Shareholders' Meeting to be held on August 11, 2021, to consider, among other issues, a possible distribution of dividends, the Board of Directors considered that the time was right to call an Extraordinary Shareholders Meeting for the shareholders of the Company to asses, in the event of a payment of dividends by Telecom Argentina S.A., a possible distribution of dividends.
 
b.   Please inform in detail the proposal with respect to the amount of the total or partial reversal of the Voluntary Reserve for Illiquid Results.
 
 The Board of Directors has not made a proposal in that regard.
 
c.   Please provide a detail of the evolution of the Voluntary Reserve for Illiquid Results. Specify its current composition, the date on which it was created and its latest movements.
 




CVH - Evolution of the Voluntary Reserve for Illiquid Results
(in millions of pesos)
 


 




Balance as of 1 May 2017 (creation of the Company - allocation as a result of spinoff from Grupo Clarín S.A.


436




 
Restatement of the initial balance in terms of purchasing power as of 31 December 2018


368




Balance according to financial statements as of 31 December 2018


804




 
Allocation of retained earnings to the Voluntary Reserve for illiquid results resolved at the General Extraordinary Shareholders' Meeting of 31 May 2019


55,545




 
Reversal of the Voluntary Reserve for future dividends, the Voluntary Reserve to ensure the liquidity of the company and its subsidiaries, and the Voluntary Reserve for the financial assistance of the subsidiaries and for purposes of the media law, and its reallocation to the Voluntary Reserve for Illiquid Results resolved at the General Extraordinary Shareholders' Meeting of 31 May 2019.


 
 
 
 
 
6,935




 
Restatement of the initial balance and movements of fiscal year 2019 in terms of purchasing power as of 31 December 2019


21,076




Balance according to financial statements as of 31 December 2019


84,360




 
Reversal of the Voluntary Reserve for Illiquid results to absorb negative retained earnings as of 31 December 2019, resolved at the Annual Ordinary and Extraordinary Shareholders' Meeting of 29 April 2020.


(3,246)




 
Reversal of the Voluntary Reserve for financial obligations to increase the Voluntary Reserve for Illiquid results, following the increase in the statutory Reserve and the distribution of dividends resolved at the Annual Ordinary and Extraordinary Shareholders' Meeting of 29 April 2020.


19,098




 
Reversal of the Voluntary Reserve for Illiquid results to distribute dividends resolved at the Extraordinary Shareholders' Meeting of 15 December 2020


(9,167)




 
Restatement of the initial balance and movements of fiscal year 2020 in terms of purchasing power as of 31 December 2020


34,671




Balance according to financial statements as of 31 December 2020


125,716




 
Reversal of the Voluntary Reserve for Illiquid results to absorb negative retained earnings as of 31 December 2020, resolved at the Annual Ordinary and Extraordinary Shareholders' Meeting of 29 April 2021.


(3,402)




 
Restatement of the initial balance and movements of six-month period ended on 30 June 2021 in terms of purchasing power as of 31 December 2020


31,464




Balance according to financial statements as of 30 June 2021


153,778




 
d.   Please specify in the company has any restriction to the distribution of dividends effective as of the date of the Shareholders' Meeting called by the Board
 
The company has no contractual or any other kind of restrictions to the distribution of dividends.
 
e.   Please provide a detail of the financial indebtedness (loans and notes) incurred, specifying the amount of principal issued / disbursed, currency, interest rate, maturities and amortization conditions. In the case of loans, specify each lender entity. Please provide a schedule setting forth principal maturity dates and interest payment dates for the years 2021, 2022, 2023, 2024.
 
As set forth in the parent company only Financial Statements as of 30 June 2021, the Company has no financial indebtedness.
f.    Please provide a detail of assets and liabilities in foreign currency as of 30 June 2021.
 
Copied below is a detail of the assets in foreign currency set forth under note 4.5 of the Parent Company Only Financial Statements as of 30 June 2021.  As of that date, the Company had no liabilities in foreign currency.
 
 
 
 
 
 
            4.5 - Assets in foreign currency
 




 


As of 30.06.2021


 


As of 31.12.2020




Items


Amount in foreign currency (1)


Exchange Rate (2)


Amount in local currency (3)


 


Amount in foreign currency (1)


Amount in local currency  (3)




 


 


 


$


 


 


$




ASSET


 


 


 


 


 


 




CURRENT ASSET


 


 


 


 


 


 




Cash and Cash Equivalents


10


95.52


981


 


11


1,168




Other credits


-


95.52


31


 


-


34




Total Current Assets


10


 


1,012


 


11


1,202




NON-CURRENT ASSETS


 


 


 


 


 


 




Other Credits


6


95.52


612


 


6


671




Total Non-Current Assets


6


95.52


612


 


6


671




Total Assets


16


 


1,624


 


17


1,873




 
(1) United States dollars.
(2) Buyer / seller Exchange rate, as applicable. 
(3) Given that the amounts in foreign currency and the amount in pesos are expressed in millions, the calculation of the amount of foreign currency multiplied by the Exchange rate may not be accurate.  
 
g.   Please provide information with respect to the delegation of powers to the Board of Directors; indicating expressly who will be the authorized persons, if they are employees of the company and what tasks will be assigned to them.
 
The Company's Board of Directors has not made any proposal in that respect. The Shareholders will be the ones that will have to indicate who the authorised persons will be to implement, in case of a vote in favor of the reversal of the voluntary reserve and the payment of dividends, the adopted decision, carrying out the procedures and payments needed for that purpose. As is your knowledge, in the Shareholders´ meeting held in December of 2020, the shareholders resolved to delegate these powers in the board of directors of the Company. 
 We inform that the current response, along with your request, will be made available to the general public through the Autopista de Información Financiera ("AIF") and Buenos Aires Stock Exchange.
 
Sincerely,
 
/s/ Samantha Olivieri
Market Relations Officer 

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