(Indicate by check mark whether the registrant by furnishing the
information contained in this form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.)
Yes ______ No ___X___
This Form 6-K for Pampa Energía S.A. (“Pampa” or the “Company”) contains:
Exhibit 1:
Letter dated March 8, 2018, addressed to the National Securities Commission (Comisión Nacional de Valores) and Bolsas y Mercados Argentinos, entitled “Relevant Event. Acquisition of own Shares for Compensation Plan in Shares”
Pampa Energía S.A. | ||
By: |
/s/ Marcos Marcelo Mindlin
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Name: Marcos Marcelo Mindlin
Title: Chief Executive Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
Buenos Aires, March 8th, 2018
COMISIÓN NACIONAL DE VALORES
BOLSA DE COMERCIO DE BUENOS AIRES
Ref.: Relevant Event. Acquisition of own Shares for Compensation Plan in Shares.
Dear Sirs:
I am writing to you in accordance with Article 11, Chapter I, Title II and Article 2, Chapter I, Title XII of the National Securities Commission (“Comisión Nacional de Valores” or “CNV”) regulations (TO 2013) to inform you that the Board of Directors of Pampa Energía S.A. (the “Company” or “Pampa”) approved the reacquisition of Pampa shares in accordance with Article 64 of Law 26.831 and CNV that will be destined to cover the different Compensation Plan in Shares Specific Programs that were approved by the Board and informed to the market on February 10, 2017 (the “Plan”).
Below is a description of the terms and conditions approved by the Board of Directors for the repurchase of Pampa shares:
1. Purpose: Compensation plan payable in shares.
2. Maximum Amount to Invest: Up to AR$150,000,000 (One Hundred and Fifty Million Argentine Pesos)
3. Maximum amount of Pampa shares or maximum percentage of Pampa capital stock subject to the acquisition: up to 3,500,000 ordinary shares, with a nominal value of AR$1 per share and entitled to one (1) vote each, representing as of today 0.19% of Pampa’s current capital stock; an amount that will never surpass the 10% of Pampa’s capital stock limit at the time of the acquisition of the Pampa shares, as per the applicable law.
As of today, the capital stock of the Company amounts to 1,836,494,690 shares, represented by 1,836,494,690 ordinary shares with a nominal value of AR$1 per share and entitled to one (1) vote each, fully subscribed and paid. Furthermore, after the stock exchange due to the merger process between Pampa with Petrobras Argentina S.A., Petrobras Energía Internacional S.A. and Albares Renovables Argentina S.A.; and between Pampa with Petrolera Pampa S.A. and other generating companies of the group, the capital stock of the Company will be 2.082.690.514 shares, being the maximum amount of shares, 0.1289%, of the Company’s capital stock.
4. Daily Limit of Market Operations: According to regulations, this limit will be up to 25% of the average volume of daily trading in all the markets listed, as of the previous 90 working days.
5. Price Per Share: Up to AR$60 per share in the Buenos Aires Stock Exchange and up to US$70 per ADR in the New York Stock Exchange.
6. Funds Origin: The acquisition of Pampa shares will be made with funding available in the Company’s Facultative Reserve that, in accordance to what was approved in the General Shareholders Meeting dated as of April 7th, 2017, amounts to AR$5,146,000,000. It is noted that the Company has the liquidity necessary to perform the aforementioned acquisitions without affecting the Company’s solvency, as described in the Supervisory Committee report.
7. Period in which the acquisitions will be performed: The Company will be acquiring the ordinary shares for a 120 day period, counted as from the business day following the one when the repurchase is published in the communications media to the market and subject to any renewal or extension of the term that will be duly informed.
8. Internal Communication: Directors, syndicates and managers will be informed that, being that a decision by the Company to acquire its own shares is outstanding, according to paragraph 7 above, they cannot sell their own shares—whether directly or indirectly administered by them—during such time.
Sincerely yours,
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Victoria Hitce |
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Head of Market Relations |
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