Tenaris announces the convening of General Shareholders Meeting to consider the delisting of its shares from the Buenos Aires...
June 11 2019 - 5:51PM
Tenaris S.A. (NYSE, Buenos Aires and Mexico: TS and MTA Italy: TEN)
announced today that its Board of Directors has resolved to convene
a General Shareholders Meeting to consider and, if thought fit,
approve 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.
If the delisting from BYMA is approved,
shareholders holding shares through the global depositary and
custodian for the Argentine stock market, Caja de Valores S.A.
(“CVSA”), would have the following options:
- to sell such shares in other markets where Tenaris’s shares or
ADSs will continue to trade through a 12-month selling facility
arranged by the Company (the “Selling Facility”);
- to migrate such shares from CVSA to the clearing systems for
the other markets where Tenaris’s shares or ADSs will continue to
trade, for which purpose Tenaris would arrange for a 12-month
facility (the “Migration Facility”) to assist shareholders holding
shares through CVSA in the conversion of such shares into ADSs
traded on the NYSE;
- to keep delisted shares through CVSA (with the shareholder
having to arrange, after expiration of the Migration Facility, any
migration of the shares to other market); or
- exclusively for shareholders holding shares through CVSA on
June 11, 2019 and who either vote against the proposed delisting or
are absent from the General Shareholders Meeting, to exercise the
right (”Appraisal Right”) under article 22 of the Company’s
articles of association 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. Neither shareholders holding their shares
through CVSA on June 11, 2019 who vote in favor of the proposed
delisting nor any holders of shares or ADSs held through the
clearing systems for any other stock exchanges would be entitled to
Appraisal Rights. The repurchase of qualifying shares in connection
with any exercise of Appraisal Rights would be consummated on the
date that is 180 days from the date of the General Shareholders
Meeting. The repurchase price for such shares would be paid in
Argentine pesos, and the Company would not be required to pay any
interest or any other additional amounts on or with respect to such
repurchase price. Appraisal Rights are non-transferrable. Any
person who, at any time on or after June 11, 2019, shall either
acquire any Company shares through CVSA, or migrate to CVSA any
Company shares from the clearing systems for any of the other stock
exchanges, would not be entitled to claim or exercise any Appraisal
Rights with respect to such shares. 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, are either sold
or otherwise transferred, or are migrated to the clearing systems
for any other stock exchanges, would be forfeited.
The respective terms of the Selling Facility and
the Migration Facility and the conditions and requirements for
shareholders holding their shares through CVSA to avail themselves
of such facilities would be informed in due course through an
“Hecho Relevante” announcement in Argentina in accordance with
applicable CNV Rules.
The conditions and requirements for the exercise
of Appraisal Rights by eligible shareholders will be informed in
due course through the Shareholder Meeting Brochure and Proxy
Statement for the proposed General Shareholders Meeting.
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
SardagnaTenaris1-888-300-5432www.tenaris.com
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