Re: PESA Petrobras Energia S. A.
Publicado: Mié Nov 30, 2016 8:08 pm
Share Exchange Ratio : a holder of PESA Shares will receive newly-issued Pampa Shares for each PESA Share.
· ADS Exchange Ratio : a holder of PESA ADSs, each representing ten PESA Shares, will receive newly-issued Pampa ADSs, each representing 25 Pampa Shares, for each PESA ADS.
No fractional Pampa ADSs will be issued. Fractional entitlements to Pampa ADSs will be aggregated and sold by the Pampa ADS Depositary subject to the terms of the Pampa Deposit Agreement. The net proceeds from the sale of the fractional entitlements to Pampa ADSs will be distributed on a pro rata basis to the holders of the Pampa ADSs.
· Capital Increase : As a consequence of the assumption of all the assets and liabilities of each of the Merged Companies and the Merger Exchange Ratios, the corporate capital of Pampa will be increased in the amount of Ps. , from the amount of Ps. to the amount of Ps. through the issuance of Pampa Shares.
· Issuance of Pampa Shares : The cancellation of PESA Securities and the exchange of PESA Securities (other than those held by us or PPSL) for newly issued Pampa Securities as a consequence of the merger will take place once the definitive merger agreement is registered with the Relevant Public Registries of Commerce.
· Applicable legal framework : The merger is carried out pursuant to the provisions of Sections 82 to 87 of the AGCL, the CNV regulations and the regulations of the Relevant Public Registries of Commerce. The merger is also carried on as a tax-exempted corporate reorganization within the framework set forth by Articles 77 and 78 of the Income Tax Law and other Argentine tax regulations.
· ADS Exchange Ratio : a holder of PESA ADSs, each representing ten PESA Shares, will receive newly-issued Pampa ADSs, each representing 25 Pampa Shares, for each PESA ADS.
No fractional Pampa ADSs will be issued. Fractional entitlements to Pampa ADSs will be aggregated and sold by the Pampa ADS Depositary subject to the terms of the Pampa Deposit Agreement. The net proceeds from the sale of the fractional entitlements to Pampa ADSs will be distributed on a pro rata basis to the holders of the Pampa ADSs.
· Capital Increase : As a consequence of the assumption of all the assets and liabilities of each of the Merged Companies and the Merger Exchange Ratios, the corporate capital of Pampa will be increased in the amount of Ps. , from the amount of Ps. to the amount of Ps. through the issuance of Pampa Shares.
· Issuance of Pampa Shares : The cancellation of PESA Securities and the exchange of PESA Securities (other than those held by us or PPSL) for newly issued Pampa Securities as a consequence of the merger will take place once the definitive merger agreement is registered with the Relevant Public Registries of Commerce.
· Applicable legal framework : The merger is carried out pursuant to the provisions of Sections 82 to 87 of the AGCL, the CNV regulations and the regulations of the Relevant Public Registries of Commerce. The merger is also carried on as a tax-exempted corporate reorganization within the framework set forth by Articles 77 and 78 of the Income Tax Law and other Argentine tax regulations.