Corporate Reorganization Status: Share Exchange Notice
Buenos Aires, August 10, 2018. Pampa Energía S.A. (‘Pampa’ or the ‘Company’; NYSE: PAM; ByMA: PAMP) informs that regarding the merger by absorption of Pampa with the following companies:
- Bodega Loma la Lata S.A. (‘BLL’);
- Central Térmica Güemes S.A. (‘CTG’);
- Central Térmica Loma de la Lata S.A. (‘CTLL’);
- EG3 Red S.A. (‘EG3’);
- Inversora Diamante S.A. (‘INDISA’);
- Inversora Nihuiles S.A. (‘INNISA’);
- Inversora Piedra Buena S.A. (‘IPB’);
- Pampa Participaciones II S.A. (‘PPII’); and
- Petrolera Pampa (‘PEPASA’)
Having obtained the corresponding pertinent authorizations, the exchange of the shares of CTG, PEPASA, INDISA and INNISA for Pampa’s shares shall proceed -excluding the shares of CTG, PEPASA, INDISA and INNISA that are owned by Pampa and, in the case of CTG and PEPASA, excluding also the shares owned by CTLL and Pampa Participaciones S.A., respectively, as they are directly or indirectly 100% owned by Pampa- (the ‘Exchange’). Moreover, regarding BLL, CTLL, EG3, IPB and PPII, as informed in the definitive merger agreement, no exchange of shares shall be made as they are 100% owned directly and indirectly by Pampa.
The shareholders of CTG shall receive 0.6079 ordinary shares of Pampa for each CTG share, with a nominal value of AR$1 each and 1 vote per share (the ‘CTG Exchange Ratio’); the shareholders of PEPASA shall receive 2.2699 ordinary shares of Pampa for each PEPASA share, with a nominal value of AR$1 each and 1 vote per share (the ‘PEPASA Exchange Ratio’); the shareholders of INDISA shall receive 0.1832 ordinary shares of Pampa for each INDISA share, with a nominal value of AR$1 each and 1 vote per share (the ‘INDISA Exchange Ratio’); and the shareholders of INNISA shall receive 0.2644 ordinary shares of Pampa for each INNISA share, with a nominal value of AR$1 each and 1 vote per share (the ‘INNISA Exchange Ratio’, and along with CTG Exchange Ratio, PEPASA Exchange Ratio and INDISA Exchange Ratio, the ‘Exchange Ratios’).
As a result, the capital stock of Pampa will increase from 1,938,368,431 to 2,082,690,514. The Exchange will be automatically performed by Caja de Valores S.A. (the ‘Depositary’ or ‘CVSA’) as from August 15, 2018 (the ‘Initial Exchange Date’). The shareholders that will participate in the Exchange will be those that are registered in the shareholder registry of CTG and PEPASA that is maintained by CVSA on the day before of the Initial Exchange Date, and the shareholders of INDISA and INNISA that Pampa communicates to CVSA as registered in the shareholder registries that are maintained by the respective companies.
Any fraction or decimal of the shares resulting from the application of the Exchange Ratios will be paid and automatically credited to the respective shareholder’s accounts with CVSA on the date for the Exchange indicated above. The settlement will be made in cash, in accordance with art. 97, section b) of the Bolsas y Mercados Argentinos (“ByMA”, the Buenos Aires Stock Exchange)’s Listing Regulations; at the highest value between: (i) the financial position as it appears in the latest statement of financial position that, in accordance with regulatory timeframe, was submitted to the market on the Initial Exchange Date; and (ii) the share quote.
Finally, it is hereby noted that the settlement of any fraction of shares shall never imply an involuntary loss of shareholder status.
For further information, please contact:
Gustavo Mariani – Vice-President
Ricardo Torres – Vice-President
Mariano Batistella – Planning, Strategy and Affiliates Executive Director
Lida Wang – Investor Relations Officer
The Pampa Energía Building
Maipú 1, (C1084ABA), Buenos Aires, Argentina
Phone: +54 (11) 4344 6000