ATRESMEDIA
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Pactos parasociales
Versión españolaBy virtue of the provisions established in the Integration Agreement executed on 14th December 2011 by and between Antena 3 and Inversiones Audiovisuales La Sexta S.A. ("La Sexta") and the shareholders of this latter company, Gamp Audiovisual, S.A. ("Gamp") and Imagina Media Audiovisual S.L. ("Imagina"), which are currently shareholders of Antena 3, with a joint holding of 6.49% of the capital stock, have executed a "Permanency Agreement" to stay in Antena 3 during a term of one year, starting on the date on which the merger between Antena 3 and la Sexta (the "Merger") was registered in the Commercial Registry, i.e., 31st October 2012. By virtue of such agreement, both shareholders agree not to transfer or dispose in any manner, either for a valuable consideration or on a cost-free basis, of the shares of Antena 3 received as a result of the merger (unless a takeover bid is launched for 100% of the shares of the capital stock of Antena 3).
The agreement described in this section regarding RTL Group Communications, S.L.U. now corresponds to UFA FILM UND FERNSEH UNIPERSONAL. (RTL Group Communications, S.L.U., which was the previous holder of shares in Antena 3 de Televisión, S.A. was absorbed in 2009 in a merger launched by UFA FILM UND FERNSEH UNIPERSONAL. As a result of this deal UFA FILM UND FERNSEH UNIPERSONAL became the holder of the Antena 3 de Televisión shares).
On 25 May 2005, Kort Geding, S.L. notified the agreement signed by its partners for the merger by takeover of Grupo Planeta- De Agostini, S.L. and DeA Multicom, S.L. by Kort Geding, S.L., and its intention to change the latter’s name to the current name, Grupo Planeta de Agostini, S.L.
On 25 May 2005, the shareholders of Kort Geding, S.L. PLANETA CORPORACIÓN, S.R.L. y DEA MULTICOM, S.L., notified the full text of the agreement signed by Planeta Corporación, S.R.L., De Agostini Invest, S.A., De Agostini International, B.V. and DeA Multicom, S.L. relating to the corporate restructuring of the Group in Spain.
On 20 December 2005, De Agostini Communications, S.A. states, in relation to the agreement signed on 25 May 2005 (mentioned above) that De Agostini Invest, S.A. has been spun off and dissolved and that, as a result, the shares of Grupo Planeta- De Agostini, S.L. (direct holder of the A3TV shares owned by De Agostini Invest, S.A.), were allocated to the Luxembourg-based company, De Agostini Communication, S.A.
On 27 June 2007, the signatories of the agreement of 30th June 2003 (04/11/2003 CNMV 45523) signed an annexe, granting the agreement an indefinite duration, with the possibility of cancellation by any one of the parties from 30 June 2009 onwards, and ratifying its content, except for clauses which had become invalid due to the time elapsed or because the circumstances which prompted their inclusion had changed.
Copyright © Antena 3 Televisión - www.antena3.com Avda. Isla Graciosa 13, 28703 , San Sebastián de los Reyes, Madrid Reservados todos los derechos