Telecinco completes the purchase of Cuatro

The Extraordinary General Shareholders' Meeting on December 24 approved the integration of Cuatro and appointed Manuel Polanco and Juan Luis Cebrián as directors. The Board has approved Telecinco's option against Sogecable to exercise the right of veto in the government of Digital + in the future, fundamentally in relation to the approval of the annual budgets and business plans of the platform, prior authorization from the National Competition Commission.

The Extraordinary General Meeting of Shareholders of Telecinco has approved on December 24 the agreements proposed by the Board of Directors for the integration of Cuatro through the exchange with the Prisa Group of 18.041% of the shares of Telecinco, an operation with which Telecinco becomes the leading audiovisual company in Spain and one of the most important in Europe.

On the one hand, the increase in share capital by non-monetary contribution consisting of the entire share capital of Cuatro has been approved through the issuance and putting into circulation of 73,401,870 new ordinary shares, which represents a total nominal amount of 36,700,935 euros, of the same class and series as those currently in circulation. These new shares will have a nominal value of 0.50 euros each plus an issue premium of 7.80 euros per share, so the total amount of the capital increase amounts to 572,534,586 euros (nominal value + issue premium).

The integration of Cuatro into Telecinco is carried out through an operation consisting of the non-monetary contribution of the shares of the company that owns Cuatro (“Sociedad General de Televisión Cuatro, S.A. Unipersonal -“Sogecuatro”-) in exchange for newly issued Telecinco shares that represent 18.041% of the final capital of Telecinco considering the Previous Capital Increase.

Likewise, the Board has agreed to request the new shares to be listed on the Madrid, Barcelona, ​​Bilbao and Valencia Stock Exchanges through the stock market interconnection system.

Acceptance as collateral of the Company's own shares

Another of the points approved at the Extraordinary General Meeting of Shareholders held on Christmas Eve was the authorization for the Company to accept its own shares as collateral, directly or through Group companies, in order for Sogecuatro to assume the corresponding compensation obligations in the event of breach of contracts or falsehood or inaccuracy of some of the statements and guarantees regarding the financial and business status offered by the Prisa group regarding Digital+.

As a result, the Prisa group has agreed to pledge Telecinco shares equivalent to 4% of its capital in favor of Telecinco, as well as to pledge the remaining Telecinco shares of which it is the owner in order to ensure the obligation not to dispose of Telecinco shares.

Board of Directors

On the other hand, the Board has approved the establishment of the number of members that make up the Board of Directors, going from 13 to 15 members, with the appointments of Manuel Polanco Moreno and Juan Luis Cebrián Echarri as new directors.

Finally, the Board has approved Telecinco's option against Sogecable to exercise the right of veto in the governance of Digital + in the future, fundamentally in relation to the approval of the annual budgets and business plans of the platform, prior authorization from the National Competition Commission.

If authorization from the CNC is not obtained, the operation is expected to be undone, with Telecinco returning 22% of its participation in Digital + and, for its part, Prisa returning 18.041% of Telecinco's capital.