PROMOTORA DE INFORMACIONES, S.A. - PRISA...

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  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

    FORM 20-F (Mark One)

    OR

    For the fiscal year ended December 31, 2013 OR

    OR

    Commission file number: 001-34983

    PROMOTORA DE INFORMACIONES, S.A. (Exact Name of Registrant as Specified in Its Charter)

    PROMOTER OF INFORMATION, S.A.

    (Translation of Registrants name into English)

    KINGDOM OF SPAIN (Jurisdiction of incorporation or organization)

    Gran Va, 32 28013 Madrid, Spain

    (Address of principal executive offices)

    Antonio Garcia-Mon Maraes General Counsel

    Gran Va, 32 28013 Madrid, Spain

    Tel: +34 (91) 330 10 00 Fax: +34 (91) 330 10 70

    (Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)

    Securities registered or to be registered pursuant to Section 12(b) of the Act:

    Securities registered or to be registered pursuant to Section 12(g) of the Act: None

    Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

    oooo REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

    xxxx ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    oooo TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    oooo SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    Title of each class Name of each exchange on which registered American Depositary Shares, each representing four (4) Class A ordinary shares New York Stock Exchange Class A ordinary shares, nominal value 0.10 per share* American Depositary Shares, each representing four (4) Class B convertible non-voting shares New York Stock Exchange Class B convertible non-voting shares, nominal value 0.10 per share* * Listed not for trading or quotation purposes, but only in connection with the registration of the American Depositary Shares (ADSs) pursuant to the requirements of the Securities and Exchange Commission.

  • Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report:

    Class A Ordinary Shares: 740,659,416 Class B convertible non-voting shares: 312,001,056 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

    Yes o No x

    If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

    Yes o No x

    Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the

    registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

    Yes x No o

    Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    Yes o No o

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.

    Large accelerated filer o Accelerated filer x Non-accelerated filer o

    Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

    US GAAP o International Financial Reporting Standards as Issued by the International Accounting Standards Board x Other o

    If Other has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

    Item 17 o Item 18 o

    If this is an annual report indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

    Yes o No x

    2

  • Table of Contents

    3

    Page PART I Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS 7

    A. Directors and Senior Management 7 B. Advisers 7 C. Auditors 7

    Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE 7 Item 3. KEY INFORMATION 7

    A. Selected Financial Data 7 B. Capitalization and Indebtedness 10 C. Reasons for the Offer and Use of Proceeds 10 D. Risk Factors 10 Risks Relating to Our Financial Position and Management of Liquidity 10 Risks Relating to Our Group and the Industries in which We Operate 13 Other Risks 17

    Item 4. INFORMATION ABOUT PRISA 18 A. Our History and Development 18 B. Our Business 22 C. Organizational Structure 43 D. Property, Plant and Equipment 44

    Item 4A. UNRESOLVED STAFF COMMENTS 46 Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 46

    A. Operating Results 47 B. Liquidity and Capital Resources 63 C. Research and Development, Patents and Licenses 68 D. Trend Information 70 E. Off-Balance Sheet Arrangements 74 F. Contractual Obligations and Commitments 75 G. Safe Harbor 75

    Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 75 A. Directors and Senior Management 75 B. Compensation 83 C. Board Practices 94 D. Employees 101 E. Share ownership 101

    Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 103 A. Major Shareholders 103 B. Related Party Transactions 107 C. Interests of Experts and Counsel 109

    Item 8. FINANCIAL INFORMATION 109 A. Consolidated Statements and Other Financial Information 109 B. Significant Changes 113

    Item 9. THE OFFER AND LISTING 113 A. Offer and Listing Details 113 B. Plan of Distribution 114 C. Markets 115 D. Selling Shareholders 115 E. Dilution 115 F. Expenses of the Issue 115

    Item 10. ADDITIONAL INFORMATION 115 A. Share Capital 115 B. Memorandum and Articles of Association 115 C. Material Contracts 125 D. Exchange Controls 125 E. Taxation 125 F. Dividends and Paying Agents 129 G. Statement by Experts 130 H. Documents on Display 130 I. Subsidiary Information 130

    Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 130

  • 4

    Table of Contents

    Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 133 A. Debt Securities 133 B. Warrants and Rights 133 C. Other Securities 133 D. American Depositary Shares 133

    PART II Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 135 Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 135 Item 15. CONTROLS AND PROCEDURES 135 Item 16. [Reserved] Item 16A. Audit Committee Financial Expert 136 Item 16B. Code of Ethics 136 Item 16C. Principal Accountant Fees and Services 136 Item 16D. Exemptions from the Listing Standards for Audit Committees 137 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 137 Item 16F. Change in Registrants Certifying Accountant 138 Item 16G. Corporate Governance 138 Item 16H. Mine Safety Disclosure 139 PART III Item 17. FINANCIAL STATEMENTS 139 Item 18. FINANCIAL STATEMENTS 139 Item 19. EXHIBITS 139

  • CURRENCIES

    In this annual report, unless otherwise specified or the context otherwise requires:

    We, Prisa, the Company and the parent Company each refer to Promotora de Informaciones, S.A., and the Group refers to the Company and its consolidated subsidiaries. $, US$ and U.S. dollar each refer to the United States dollar; and , EUR and euro each refer to the euro, the single currency established for members of the European Economic and Monetary Union since January 1, 1999. IMPORTANT INFORMATION ABOUT GAAP AND NON-GAAP FINANCIAL MEASURES

    Our audited financial statements are prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB) and referred to in this annual report as IFRS.

    Adjusted EBITDA, as presented in this annual report, is a supplemental measure of performance that is not required by, or presented in accordance with, IFRS. It is not a measurement of financial performance under IFRS and should not be considered as (i) an alternative to operating or net income or cash flows from operating activities, in each case determined in accordance with IFRS, (ii) an indicator of cash flow or (iii) a measure of liquidity.

    We define Adjusted EBITDA as profit from operations, as shown in our financial statements, plus asset depreciation expense, plus changes in operating allowances, plus impairment of assets plus goodwill deterioration. We use Adjusted EBITDA as a financial measure to assess the performance of our businesses. We present Adjusted EBITDA because we believe Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in evaluating similar issuers, a significant number of which present Adjusted EBITDA (or a similar measure) when reporting their results.

    Although we use Adjusted EBITDA as a financial measure to assess the performance of our businesses, the use of Adjusted EBITDA has important limitations, including that Adjusted EBITDA:

    Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our businesses. We compensate for these limitations by relying primarily