General Shareholders Meeting approves delisting of Tenaris’s shares from the Buenos Aires stock exchange
30 July 2019 - 7:42AM
Tenaris S.A. (NYSE, Buenos Aires and Mexico: TS and MTA Italy: TEN)
announced today that its General Shareholders Meeting has approved
the delisting of the Company’s shares from the Buenos Aires stock
exchange, Bolsas y Mercados Argentinos S.A. (“BYMA”), through a
voluntarily withdrawal from listing pursuant to Article 32, clause
c), Section VIII, Chapter II of Title III of the rules (Normas) of
the Argentine National Securities Commission (Comisión Nacional de
Valores, or “CNV”), which permits the Company to delist from BYMA
without making a delisting public tender offer.
The Company will file its request with the CNV
to voluntarily withdraw its shares from listing on BYMA within the
applicable term provided in the above referred statute. Once
the delisting of the Company’s shares from BYMA is authorized, the
Company will inform the respective terms of the Selling Facility
and the Migration Facility announced in its June 11, 2019 press
release and the conditions and requirements for shareholders
holding their shares through the global depositary and custodian
for the Argentine stock market, Caja de Valores S.A. (“CVSA”), to
avail themselves of such facilities through an “Hecho Relevante”
announcement in Argentina in accordance with applicable CNV
Rules.
Shareholders holding shares through CVSA on June
11, 2019 who were absent from the General Shareholders Meeting may
exercise the right under article 22 of the Company’s articles
of association (”Appraisal Right”) to have such shares repurchased
by the Company at the arithmetic average of the closing Argentine
peso sale price per share as reported by BYMA for the ninety (90)
calendar-day period immediately preceding the date of the General
Shareholders Meeting, which equals ARS 566.55 (five hundred and
sixty-six Argentine pesos with fifty-five cents) per share.
Holders of shares or ADSs held through the clearing systems
for any other stock exchanges are not entitled to Appraisal
Rights. Any person who, at any time on or after June 11,
2019, either acquired any Company shares through CVSA, or migrated
to CVSA any Company shares from the clearing systems for any of the
other stock exchanges, is not entitled to claim or exercise any
Appraisal Rights with respect to such shares. Appraisal
Rights are non-transferrable. Any and all rights to claim or
exercise Appraisal Rights with respect to any shares held through
CVSA that, at any time on or after June 11, 2019, were either sold
or otherwise transferred, or were migrated to the clearing systems
for any other stock exchanges, are forfeited.
Qualifying shareholders wishing to exercise
Appraisal Rights may do so from July 30, 2019 to (and including)
August 29, 2019. Details on the proceeding and the conditions
and requirements for qualifying shareholders to exercise Appraisal
Rights will be informed through an “Hecho Relevante” announcement
in Argentina in accordance with applicable CNV Rules.
Based on the total amount of Tenaris shares held
through CVSA at the close of trading on July 26, 2019 (excluding
those shares that are held by Deutsche Bank as depositary under the
Company’s ADS facility), the Company estimates that the maximum
number of shares potentially eligible for Appraisal Rights should
not exceed 16,735,783 (sixteen million seven hundred thirty-five
thousand seven hundred eighty-three) shares, or approximately 1.4%
of Tenaris’s total issued and outstanding capital stock. If
all holders of such potentially eligible shares were to exercise
Appraisal Rights, the maximum amount payable by the Company would
not exceed of ARS 9.5 billion, which, at the ARS/USD
exchange rate as of the close of business on July 29, 2019, equals
USD 218.7 million.
The repurchase of qualifying shares in
connection with any exercise of Appraisal Rights will be
consummated on the date that is 180 days from the date of the
General Shareholders Meeting, i.e., on January 24, 2020. The
repurchase price for such shares will be paid in Argentine pesos,
and the Company will not be required to pay any interest or any
other additional amounts on or with respect to such repurchase
price.
Some of the statements contained in this press
release are "forward-looking statements". Forward-looking
statements are based on management's current views and assumptions
and involve known and unknown risks that could cause actual
results, performance or events to differ materially from those
expressed or implied by those statements.
Tenaris is a leading global supplier of steel
tubes and related services for the world’s energy industry and
certain other industrial applications.
Giovanni Sardagna
Tenaris1-888-300-5432www.tenaris.com
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