Tenaris S.A. Form 6-K Summary
Business Context and Reporting Period
Company: Tenaris S.A.
Filing Date: June 11, 2019
Reporting Period: As of June 11, 2019
Business Overview: Tenaris is a leading global supplier of steel tubes and related services for the world's energy industry and certain other industrial applications. The company is listed on the NYSE, Buenos Aires, Mexico, and Italy exchanges.
Key Financial Metrics
This filing is a report of a corporate governance event and does not contain financial statements. The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
The Board of Directors has resolved to convene a General Shareholders Meeting to consider the voluntary delisting of the Company's shares from the Buenos Aires stock exchange (Bolsas y Mercados Argentinos S.A. or "BYMA"). This action is proposed pursuant to Article 32, clause c), Section VIII, Chapter II of Title III of the rules of the Argentine National Securities Commission (CNV), which permits delisting without a public tender offer.
Outlook, Management Commentary, and Shareholder Options
Management has outlined specific options for shareholders holding shares through the global depositary and custodian for the Argentine stock market (Caja de Valores S.A. or "CVSA") if the delisting is approved:
- Selling Facility: A 12-month facility to sell shares in other markets where Tenaris shares or ADSs continue to trade.
- Migration Facility: A 12-month facility to assist in converting shares into ADSs traded on the NYSE.
- Retention: Shareholders may keep delisted shares through CVSA, though they must arrange migration after the facility expires.
- Appraisal Rights: Exclusively for CVSA shareholders on June 11, 2019, who vote against the delisting or are absent. These shareholders may have shares repurchased at the arithmetic average of the closing Argentine peso sale price per share for the 90 days preceding the meeting. Repurchase occurs 180 days post-meeting in Argentine pesos with no interest.
Shareholders voting in favor or holding shares through other clearing systems are not entitled to Appraisal Rights. Rights are forfeited if shares are sold, transferred, or migrated after June 11, 2019.
Investor Verification Checklist
- Verify the date and agenda of the upcoming General Shareholders Meeting.
- Confirm eligibility for Appraisal Rights based on shareholding status as of June 11, 2019, and voting intent.
- Review the upcoming "Hecho Relevante" announcement for specific terms of the Selling and Migration Facilities.
- Monitor the Shareholder Meeting Brochure and Proxy Statement for detailed conditions on exercising Appraisal Rights.
- Assess the impact of delisting on liquidity and trading venues for Argentine-based shareholders.