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CONTRATO REPSOL YPF S.A. Y PETERSEN ENERGÍA
Firmado el 21 de febrero de 2008 y en donde, entre otros puntos, se acordó
entre Repsol, Eskenazi y el gobierno de Cristina Fernández, que se repartirían
hasta el 90 % de las utilidades (en vez del 25 %) y que así los Eskenazi podrían
pagar el porcentaje con el que entraban en la empresa.
Fuente original:
http://www.sec.gov/Archives/edgar/data/847838/000095010308000454/dp08759_ex0709.htm
AGREEMENT
By and among
Repsol YPF, S.A.
And
PETERSEN ENERGÍA Pty Ltd
MR. ENRIQUE ESKENAZI
MR. SEBASTIÁN ESKENAZI
MR. MATÍAS ESKENAZI STOREY
MR. EZEQUIEL ESKENAZI STOREY
February 21, 2008
"This is a convenience translation into English of a Spanish-language
original document. This translation is without legal effect and, in
the event of any discrepancy with the Spanish-language original
document, the Spanish-language original shall prevail."
AGREEMENT
In Madrid, on February 21, 2008
By and Among
Party of the first part,
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(1)
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Of the first part Repsol YPF, S.A., parent
company of Grupo Repsol YPF (hereinafter, “Repsol
YPF”), established pursuant to Spanish laws on
November 12, 1986 in virtue of public articles of
incorporation granted before the notary public of Madrid,
Mr. Miguel Mestanza Fraguero on the same date with number
4,293 of those of his Protocol, a company duly registered in
the Commercial Registry of Madrid at Volume 7063, 6058 of
Section 3rd
of the Companies Book, Folio 119, Page M-72,059-1. Repsol
YPF has its corporate domicile at Paseo de la Castellana
278, 28046 Madrid and its tax identification code (CIF),
A-78374725, is current.
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Herein represented by Mr. Antonio Brufau Niubó, of age of
majority, married, a Spanish national, with professional
domicile in Madrid, Paseo de la Castellana 278, and in
virtue of Spanish National Identification Document number
40.824.513-L, current, in virtue of a power of attorney
granted on October 29, 2004, before the Notary of Madrid
Carlos Rives Gracia, with number 2,889 of his protocol.
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Hereinafter Repsol YPF shall be called “Repsol YPF.”
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Party of the second part,
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(1)
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Mr. Enrique Eskenazi, of age of majority, married, an
Argentine national, of age of majority, married, with
professional domicile in Buenos Aires (Argentina), Avenida
Coronel Díaz 2,748, 7th,
and holder of Argentine passport no. 03171746M, current, and
N.I.E. [Alien National Identification Document] number
X-9298901-R, current.
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(2)
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Mr. Sebastián Eskenazi, an Argentine national, of age of
majority, divorced, with domicile in Buenos Aires
(Argentina), Avenida Coronel Díaz 2,748, 7th,
and holder of Argentine passport no. 16764074N, current and
N.I.E. number X-9298838-F, current.
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(3)
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Mr. Matías Eskenazi Storey, an Argentine national, of age of
majority, married, with professional domicile in Acassuso,
Buenos Aires (Argentina), and holder of Argentine passport
no. 20383823N, current and N.I.E. number X-9298890-J,
current.
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(4)
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Mr. Ezequiel Eskenazi Storey, an Argentina national, of age
of majority, single, with professional domicile in Acassuso,
Buenos Aires (Argentina) and holder of Argentine passport
no. 14156036N, current.
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(5)
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PETERSEN ENERGÍA, Pty Ltd, a company established pursuant to
the Laws of Australia, duly registered with the Securities
and Investments Commission (“Securities and Investments
Commission”) with company number 128,147,419 and tax
identification number N-8001058 J.
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The natural persons herein represented by Mr. Matías Eskenazi Storey, in
virtue of a power of attorney granted in Argentina before the Notary of
the City of Buenos Aires, Mr. Martín Luís Buasso, on February 11, 2008,
duly apostilled.
For its part PETERSEN ENERGÍA Pty Ltd is represented by its Directors,
Mr. Matías Eskenazi Storey and Mr. Claudio Cánepa, in virtue of the
provisions of its corporate bylaws.
Hereafter Mr. Enrique Eskenazi, Mr. Sebastián Eskenazi, Mr. Matías
Eskenazi Storey, and Mr. Ezequiel Eskenazi Storey shall be referred to
as “Messrs. Eskenazi” and PETERSEN ENERGÍA Pty Ltd as “Holdings.”
Hereinafter Repsol YPF, Messrs. Eskenazi and Holdings shall be referred
to jointly as the “Parties,” and each one of them
individually as a “Party.”
WHEREAS
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I.
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Today, Grupo Repsol YPF, Messrs. Eskenazi, and PESA enter
into diverse agreements related to the acquisition of shares
of the Company. In particular, Grupo Repsol YPF and PESA
enter into a Purchase and Sale Agreement and a Shareholders’
Agreement and Grupo Repsol YPF and Messrs. Eskenazi, the
Option Agreements.
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II.
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Simultaneously, PESA and Holdings have entered into some
financing agreements and guaranties with diverse financial
institutions. In particular, the Senior Loan and the
Intercreditor.
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III.
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Pursuant to the provisions of the Shareholders’ Agreement
there are specific cases whose consequences the Parties wish
to regulate, for which they enter into this agreement (hereinafter,
the “Agreement”) pursuant to the following
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For purposes of this Agreement, the following terms shall have the
meanings set forth below. All the terms used in this Agreement which
are not defined in this stipulation, but which are set forth elsewhere
in this Agreement, shall have the meaning assigned to them elsewhere in
this Agreement.
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•
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“Shares”: shares representing one hundred
percent (100%) of the capital stock of the Proprietor
Companies.
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“Underlying Shares”: shares of the Company
acquired by (i) exercise of the Option Agreements and/or
(ii) by virtue of the Purchase and Sale Agreement and/or
(iii) through an OPA and/or (iv) those received in virtue of
exchanges resulting from changes in the par value of the
shares or mergers, divestitures, and similar operations,
increases in capital charged to reserves or profit or
adjustments or any issuance of shares released, as a result
of ownership of the shares indicated in sections (i) to
(iii) above.
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•
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“Corporate Acts”: notifications of
meetings, attendance, and voting in favor of the
corresponding resolution, in the Meeting and/or Board of
Directors.
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“Shareholders’ Agreement”: the agreement
entered into today by Petersen Energía, S.A. and Grupo
Repsol YPF which regulates a) their relations as
shareholders of the Company and in particular, certain
rights and obligations derived from their status as
shareholders of the Company; and b) certain aspects related
to the functioning of the Company and its organizational
structure.
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“Company”: the Argentine company YPF S.A.,
registered with the Inspectorate General of Justice under
No. 404 of book 108, volume A, with domicile at Avda.
Presidente Roque Saénz Peña 777, C1035AAC City of Buenos
Aires, Argentina.
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“Compensation”: is the sum of money cited
in Clause 2.4.
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“Purchase and Sale Agreement”: the
purchase and sale agreement signed today by Grupo Repsol YPF
and Petersen Energía, S.A., in virtue of which, Grupo Repsol
YPF has transferred to Petersen Energía, S.A., shares of the
Company representing 14.9% of its capital stock.
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•
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“Financing Agreement”: all the agreements
entered into by the Proprietor Companies, including the
Senior Loan, the Intercreditor, the Share Pledge Agreement,
the Capital Increase Pledge Agreement and Pledge Agreements
on the New Shares to finance the acquisition of Underlying
Shares, by such Proprietor Companies, excluding the Vendors
Loan signed today by PESA and Repsol YPF and any financing
agreement signed by the Proprietor Companies with Grupo
Repsol YPF or its affiliates for equivalent purposes.
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•
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“Option Agreements”: the agreements
entered into today by Grupo Repsol YPF and Messrs. Eskenazi,
in virtue of which Grupo Repsol YPF has granted Messrs.
Eskenazi an option to purchase shares of the Company
representing up to 10.1% of its capital stock.
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“Eskenazi Family”: Messrs. Eskenazi and/or
their their heirs, and individually and indistinctly, any of
them, as well as (a) the spouse and/or straight-line
descendents (including adopted children) of Mr. Enrique
Eskenazi, Mr. Sebastián Eskenazi, Mr. Matías Eskenazi Storey
and/or Mr. Ezequiel Storey; (b) an trust for the exclusive
benefit of any person or any persons cited in clause (a),
(c) any family trust, partnership, or limited-liability
company established for the sole benefit of any person or
any persons cited in clause (a), or for succession planning
purposes, of Mr. Enrique Eskenazi, Mr. Sebastián Eskenazi,
Mr. Matías Eskenazi Storey and Mr. Ezequiel Eskenazi Storey,
and/or (d) their heirs, testamentary executors named by the
testator, executors designated by the probate court, curator
or conservator of Mr. Enrique Eskenazi, Mr. Sebastián
Eskenazi, Mr. Matías Eskenazi Storey, and/or Mr. Ezequiel
Eskenazi Storey, any of them, or a trust established in
virtue of any of their wills after their deaths or
disability.
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“Exercise Date”: the date on which the
Representative sends to Repsol YPF or Repsol YPF sends the
Representative the Notification of Exercise.
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“Grupo Repsol YPF”: the companies Repsol
YPF, Repsol Exploración, S.A., Caveant S.A. and Repsol YPF
Capital, S.L.
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“Intercreditor”: the Intercreditor
Agreement signed today by and among PESA, Repsol YPF, and
various financial institutions, in relation to the Senior
Loan.
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“OPA”: public offer to acquire shares of
the Company under the terms and pursuant to the procedure
stipulated in Article 7 of the Company’s corporate bylaws,
as such article is amended from time to time.
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“Options”: purchase options granted
through the Option Agreements.
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“Combined Net Equity”: the arithmetic sum
of the Individual Net Equities of the Proprietor Companies.
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“Individual Net Equity”: with respect to
any Proprietor Company, the net equity of such Proprietor
Company determined pursuant to current accounting rules
applicable thereto on the Exercise Date.
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“PESA”: Petersen Energía, S.A., a company
established pursuant to Spanish laws, for the effects of
this operation, on July 23, 2007, in virtue of public
articles of incorporation granted before the notary public
of Madrid, Mr. José Luis Martínez-Gil Vich on the same date
under number 2918 of those of his Protocol, a company duly
registered in the Commercial Registry of Madrid at Volume
24588, Folio 88, Page M-442504. Petersen Energía, S.A. has
its corporate domicile at Plaza Pablo Picasso 1, Torre
Picasso, 38th
Floor, 28020, Madrid, and its tax identification code (CIF),
A-85174621.
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“Acquisition Price”: the sum of (i) the
Combined Net Equity plus (ii) five hundred (500) million
United States dollars plus (iii) the aggregate amount of the
Premium corresponding to each Underlying Share owned by the
Proprietor Companies at the time the Acquisition Price is
paid.
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“Exercise Price per Option Share”: the
exercise price per share stipulated in the Option Agreements.
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“Premium”: the difference, if positive and
for each Underlying Share, between (a) the average trade
price of one share of the Company during the ninety (90)
days prior to the Exercise Date in the market with the
greatest liquidity where such shares are listed and (b) the
price at which such Underlying Share is reflected on the
balance sheets of the Proprietor Companies of those
Underlying Shares prepared pursuant to current accounting
standards applicable to each Proprietor Share, at the
Exercise Date.
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“Option Termination Price”: the result of
multiplying (a) the difference, if positive, between (i) the
average trade price of one share of the Company during the
ninety (90) days prior to the Exercise Price in the market
with the greatest liquidity where such shares are listed and
(ii) the Exercise Price per Option Share, at that date by
(b) the number of shares of the Company pending acquisition
under the Option Agreements at the Exercise Date. If the
difference between (i) and (ii) were zero (0) or less than
zero (0), the Option Termination Price shall be, in total,
one United States dollar (US$ 1).
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“Holdings Companies”: Petersen Energía Pty
Ltd as well as the other shareholder companies of the
Proprietor Companies.
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“Proprietor Company”: PESA or any legal
person owning Underlying Shares.
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“Senior Loan”: the
financing agreement signed by PESA with certain financial
institutions today for PESA to acquire the Underlying
Shares.
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“Option Rights Holders”: the Eskenazi
Family and/or any natural or legal persons to whom the
Options have been assigned.
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The terms that are used in singular shall have an equivalent meaning
when used in plural, and vice versa. Any reference in this Agreement to
shares or participations in a certain legal person shall include both
the shares, the parts of interest, and any other form of participation
in the capital of such legal person, as well as any certificates issued
by such legal person or any third party representing shares, parts of
interest or a participation in such legal person, including without
implying limitation, “ADS’s”, “ADR’s” and any other certificate of
deposit or custody for the shares, parts of interest, or participations
in such legal person.
2. OBLIGATIONS OF REPSOL YPF
Exclusively if any of the following events occurs (“Events”)
within the 5 years after the date of this Agreement:
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(A)
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Repsol YPF were not to maintain directly or indirectly
through controlled companies an ownership interest greater
than or equal to fifty point zero one percent (50.01%) of
the capital stock of the Company, without considering the
shares of the Company owned by Grupo Repsol YPF that are
subject to performance of the Option Agreement part of such
50.01% in any case, except in the case stipulated in the
second paragraph of Clause 6.2 of the Shareholders’
Agreement; or
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(B)
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Grupo Repsol YPF were not to perform the Corporate Acts for
the Company (i) to approve the distribution as dividends of
ninety percent (90%) of its profit (“utilidades”) for the
prior fiscal year or (ii) to make payment of such dividends
on two (2) occasions each year or (iii) to distribute a
special dividend of eight hundred and fifty million United
States dollars (US$ 850,000,000.00) to be paid: (a) 50%
during 2008 (25% during the first half and 25% during the
second half); and (b) the other 50% during 2009 (25% during
the first half and 25% during the second half), provided
that the Proprietor Companies have performed, for their
part, the Corporate Acts with respect to such dividends,
under the same terms.
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2.1
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REPSOL YPF undertakes to perform the following acts:
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2.1.1
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(a) With respect to PESA, if any of the Events has occurred,
and (i) the conditions agreed in Article 15.6 a) of the
Intercreditor were to occur, Repsol YPF undertakes to
exercise the rights it has under such Clause and to acquire
the Senior Loan in its entirety and to become the sole
holder of the rights thereunder with respect to PESA; or
(ii) the conditions stipulated in Article 15.6 a) of the
Intercreditor were not to occur, Repsol YPF undertakes to
immediately pay, itself or to cause a third party to pay,
the financial institutions, all the amounts owed by PESA
under the Senior Loan under the conditions established in
Article 2.04a) thereof, and acquire the rights of the
financial institutions thereunder by subrogation; and
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(b) with respect to the other Proprietor Companies, to
immediately pay, itself or to cause a third party to pay,
the financial institutions all the amounts owed under any
Finance Agreement, acquiring the rights of the financial
institutions thereunder by subrogation.
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2.1.2
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Terminate all collateral arrangements granted by the
Holdings Companies, the Parties agreeing that at that time
the Financing Agreements, as well as any other right or
encumbrance that exists in favor of the financial
institutions under the Senior Loan and/or any other
Financing Agreements, shall be terminated, such that the
Shares are free of charges and liens on ownership and
possession of the Holdings Companies for the sole purpose of
their transfer to Repsol YPF.
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2.1.3
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Acquire the Shares at the Acquisition Price and pay the
Holdings Companies such Acquisition Price and the Option
Rights Holders, the Option Termination Price.
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2.2
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For its part, once Repsol YPF has performed what is
stipulated in section 2.1.1 above and in exchange for
performance of the provisions of sections 2.1.2 and 2.1.3
has been verified.
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2.2.1
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the Holdings Companies undertake to sell the Shares to
Repsol YPF against receipt of the Acquisition Price; and
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2.2.2
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the Option Rights Holders undertake to waive the Options and
the Option Agreements shall be deemed terminated against
receipt of the Option Termination Price.
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2.3
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The acts stipulated in sections 2.1.1., 2.1.2, and 2.2 shall
be performed simultaneously, within a period of fifteen (15)
days from the Exercise Date.
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2.4
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If the events contemplated in point 2.1 do not occur, Repsol
YPF shall pay the Holdings Companies an amount equal to the
Acquisition Price, as compensation (the “Compensation”) for
the transfer by the Holdings Companies to Repsol YPF of such
rights as may appertain to it against the Proprietor
Companies or against the financial institutions derived from
or related to the Financing Agreement and for the waiver by
the Holdings Companies of any claim against the Proprietor
Companies and against Repsol YPF derived from a breach of
the provisions hereof.
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3.1
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If any of the Parties considers that any of the Events has
occurred, it shall report such circumstances to the other
Party (the “Notification of Exercise”).
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In the case of the Representative, such Notification of
Exercise shall indicate the Exercise Price and the Option
Termination Price that it considers applicable and it shall
include (i) the financial documentation and information used
for the calculations including the balance sheet at the
Exercise Date, (ii) an explanation of the procedure followed
to calculate them and (iii) copies of the same financial
statements that the Holdings Companies have sent to the
financial institutions pursuant to the Financing Agreements.
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3.2
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Once the Notification of Exercise from the Representative
has been received by Repsol YPF the latter shall have a
period of ten (10) calendar days to state whether (i) it
accepts (a) the occurrence of the Act and (b) the Exercise
Price and/or the Option Termination Price, included in the
Notification of Exercise; or if (ii) it disagrees with any
of them.
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If the Notification of exercise is made by Repsol YPF, the
other Party shall have a period of ten (10) days to (a)
state whether it does or does not accept the occurrence of
the Event and if it accepts it (b) propose the Exercise
Price and the Option Termination Price.
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Once the response to the Notification of Exercise is
received by Repsol YPF, it shall again have a period a
another ten days to state whether it accepts the Exercise
Price and the Option Termination Price proposed or (ii)
whether it disagrees with any of them.
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3.3
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If both Parties were to accept the Exercise Price and/or the
Option Termination Price such accepted price shall be final
and binding on the Parties.
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3.4
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In case of discrepancy, the Parties shall subject themselves
to the Arbitration stipulated in Clause 6.2 of this
Agreement.
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4.1
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Messrs. Eskenazi and Petersen Energía Pty Ltd designate as
representatives for the effects of making the Notification
of Exercise, indistinctly, Mr. Mauro Dacomo or Mr. Ignacio
Moran, or any other person that they designate from time to
time, pursuant to the notifications clause.
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5.1.1
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Any notices and communications that may or must be made by
and among the Parties related to this Agreement, shall
always be made in writing by notarized communication or
another procedure that proves the delivery and receipt
thereof by the addressee.
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For the effects of notices, the Parties indicate the
following addresses:
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(i)
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If sent to Messrs. Eskenazi:
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To the attention of: Mr. Mauro Dacomo and/or Ignacio Moran
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Address: Cerrito 740, 1st. City
of Buenos Aires.
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Fax number: 54 1155 55 01 00
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to Petersen Energía Pty Ltd
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To the attention of: Roque Izzo
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Address: Level 23, Rialto Towers 525, Collins St.,
Melbourne Australia
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Fax number: 61 434 358 885
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(ii)
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If addressed to Repsol YPF:
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Paseo de la Castellana no. 278-280
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Attention: Corporate Director of Corporate Strategy and
Development
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Attention: Corporate Director of Legal Services
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5.1.2
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Only notices sent to the addresses and in the manner
indicated above shall be deemed received. Notices sent to
the new address of any of the Parties shall only take effect
if the Party addressee thereof has notified the other Party
in advance of a change of address notifying it pursuant to
this stipulation.
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None of the Parties may assign in whole or in part the
rights and obligations derived from this Agreement to any
third party except if expressly agreed in writing in advance
by the other Party, except for Messrs. Eskenazi to companies
one hundred percent (100%) held by the Eskenazi Family which
become Holdings Companies or Option Rights Holders.
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Each one of the Parties shall bear its own taxes and
expenses of any type payable for the granting and execution
of this Agreement.
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This Agreement may only be modified through a written
document signed by the Parties that explicitly refers to
this Agreement.
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If any of the Stipulations of this Agreement, or any
stipulation included herein in the future, were or were to
become null or impossible to perform, the validity or
enforceability of the other Stipulations of this Agreement
shall not be affected by such circumstance, except if the
efficacy hereof depends thereon. It shall be construed that
the null or impossible-to-perform stipulation shall be
replaced by an adequate and equitable stipulation which,
insofar as legally permissible, approximates insofar as
possible the intention and objective of the aforementioned
null or impossible-to-execute stipulation.
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5.7
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Initialing of the Agreement
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The Parties expressly authorize Messrs. Enrique Hernández
Pérez, in behalf of Grupo Repsol YPF, and Mr. Mauro Renato
Dacomo, on behalf of PESA, to initial each and every one of
the pages of this Agreement, including Appendices, and
copies thereof.
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5.8.1
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The timeframes established in number of days stipulated in
this Agreement shall begin to run on the day after that
indicated as a reference date.
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5.8.2
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The timeframes indicated in weeks shall be calculated from
day of the week to day of the week and those indicated in
months or years shall be calculated from day to day.
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5.8.3
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The expiration date, which shall expire at twenty-four
hundred hours, shall be deemed included in all timeframes.
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6.
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APPLICABLE LAW AND JURISDICTION
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6.1.1
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This Agreement shall be governed and interpreted pursuant to
the provisions of Spanish law.
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6.2.1
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The Parties expressly subject any disagreement or
controversy that might arise on this Agreement or its
execution, or which is related to it, to legal arbitration,
pursuant to the regulation established by the rules and
regulations of the International Chamber of Commerce (hereinafter,
“CCI”), before three (3) arbitrator
designated pursuant to the provisions of this Agreement, the
Parties expressly waiving any other forum which might
appertain to them.
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6.2.2
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The Parties state they know and accept the rules and
regulations of the CCI, pursuant to whose rules the
arbitration proceeding shall be held, if applicable.
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6.2.3
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The arbitration proceeding shall be held in Spanish in the
city of New York (United States of America), in the place
designated by the CCI.
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6.2.4
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The legal arbitration shall be subject to Spanish law and
three (3) arbitrators shall take cognizance of it. Grupo
Repsol YPF and the Beneficiary shall designate one (1)
arbitrator each, the third of them being designated jointly
by the arbitrators so designated. If the first two (2)
arbitrators cannot agree on the selection of the third
arbitrator, he shall be designated pursuant to the current
regulations of the CCI.
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6.2.5
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Likewise, the arbitration proceeding shall be subject to the
rules and regulations of the CCI.
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6.2.6
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The Parties shall request that the arbitrators include in
the arbitration decision an express decision on costs. The
decision on costs shall be proportional to the estimation of
the claims of the Parties contained in the arbitration
proceeding.
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6.2.7
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The arbitration shall in all cases be final and the Parties
are bound to perform and to voluntarily obey the provisions
of the arbitration decision, within the timeframes set by
common accord at the start of the arbitration
proceeding. On lack of agreement, the provisions of the CCI
Regulation shall be applicable.
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6.2.8
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Subsidiarily, and if necessary, especially in relation to
the forced execution of the arbitration, the holding of the
preparatory proceedings as well as the request for
injunctions or measures of any other type, the Parties
subject themselves, with express waiver of any other forum
that might appertain to them, to the Courts and Tribunals of
the city of Madrid or of Buenos Aires, at the discretion of
the Party complainant or petitioner.
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And in witness of agreement, the Parties sign this Agreement in six
equally identical copies, one for each one of the Parties, in the place
and on the date indicated in the heading.
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REPSOL YPF, S.A.
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For Messrs. Eskenazi
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Mr. Antonio Brufau Niubó
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Mr. Matias Eskenazi Storey
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PETERSEN ENERGÍA Pty Ltd.
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PETERSEN ENERGÍA Pty Ltd.
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Mr. Claudio Cánepa
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Mr. Matías Eskenazi Storey
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- Mapa del sitio
- Novedades
