COMISIÓN NACIONAL DEL MERCADO DE VALORES Dirección General de by lcy20702

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									                                                            Avda. Remolar, nº 2
                                                            08820 El Prat de Llobregat
                                                            (Barcelona)
                                                            Tel. atención accionista:
                                                            93.401.76.48
                                                            E-mail: accionista@laseda.es




COMISIÓN NACIONAL DEL MERCADO DE VALORES
Dirección General de Mercados
Calle Miguel Ángel, 11
28010 Madrid


                              ‘RELEVANT FACT’ OF
                         “LA SEDA DE BARCELONA, S.A.”

Barcelona, November 12th, 2009


Issuer:                 La Seda de Barcelona, S.A.
Information:            Shareholder’s Meeting Call
Summary :               The Board of Directors agrees to call an Extraordinary
                        General Shareholder Meeting to be held in the “HOTEL
                        RENAISSANCE BARCELONA AIRPORT”, in Parque de los
                        Negocios MAS BLAU, Plaza de Volatería nº 3, El Prat de
                        Llobregat (08820) on December 16th, 2009 at 12 p.m. in its
                        first call and, at the same time, on December 17th, 2009 in
                        its second call.

According to what it is established in the article 82 of the Stock Market Law, it is
informed that the Board of Directors of LA SEDA de BARCELONA, S.A., in its
meeting held on November 12th, 2009, has agreed to call an Extraordinary General
Shareholder Meeting to be held at the “HOTEL RENAISSANCE BARCELONA
AIRPORT”, in Parque de los Negocios MAS BLAU, Plaza de Volatería nº 3, El Prat de
Llobregat (08820) on December 16th, 2009, at 12 p.m., in its first call, and at the same
time on December 17th, 2009 in its second call, to deal with and solve the following:

                                       AGENDA

1.-   Ratification or, if appropriate, appointment of the executive director, Inverland
      Dulce, S.L.U., designated by co-option.

2.-   Approval of the Group’s Restructuring Plan created by the Board.

3.-   Approval of the balance closed by September 30th, 2009, checked by the
      Company’s Auditors..

4.-   In case of approving the last Agenda's subject, to compensate the accumulated
      losses from previous financial years and until September 30th, 2009, as it is
      shown in the balance from September 30th, 2009, by the amount added from the
      issue premium reserve (406.740.974 Euros), other reserves (46.707.132 Euros)
      and the legal reserve (13.096.558 euros), which is a total amount of 466.544.664
                                                             Avda. Remolar, nº 2
                                                             08820 El Prat de Llobregat
                                                             (Barcelona)
                                                             Tel. atención accionista:
                                                             93.401.76.48
                                                             E-mail: accionista@laseda.es




      Euros, so that after this compensation, the Company won't count with reserves of
      any kind.

      Simultaneously, to reduce the capital under the protection of the article 163 of the
      Royal Legislative Decree 1564/1989, of December 22nd by which it is approved
      the Rewritten Text of the Public Limited Companies' Law and which has as aim to
      reestablish the equilibrium among the capital and the equity ('net patrimony'),
      decreased due to the accumulated losses by La Seda de Barcelona, S.A. until
      September 30th, 2009, as it results in the balance of that date. This capital
      reduction will be done by the reduction of the nominal value of the share, which
      will be set in 0,256157399155623 Euros.

      The balance approved, if appropriate, in the subject 3 of the Agenda, works as a
      base for this reduction, according to the article 168.2 of the Royal Legislative
      Decree 1564/1989 by which it is approved the Rewritten Text of the Public
      Limited Companies' Law.

      As a consequence of what is written previously, to rewrite the article 5 of the
      Articles of Association of the Company.

5.-   Approval of the reduction and simultaneous increase in share capital with the
      following terms:

      Determined by the execution of the increase of capital indicated below, to reduce
      the share capital of the Company in 97.890.919,90 Euros, so that the capital goes
      from 160.578.260 Euros to 62.687.340,10 Euros, by the reduction of the nominal
      value of each of the 626.873.401 ordinary shares with voting right from
      0,256157399155623 Euros to 0,10 Euros, with the purpose of providing the
      following reserves:

      a)   Legal reserve for 6.268.734,01 Euros (amount corresponding to a tenth of
           the new share capital), according to the article 168.1 of the Royal
           Legislative Decree 1564/1989 by which the Rewritten Text of the Public
           Limited Companies' Law is approved.

      b)   Unavailable reserve referred by the article 167.1.3º of the Royal Legislative
           Decree 1564/1989 by which the Rewritten Text of the Public Limited
           Companies' Law is approved for 91.622.185,89 Euros.

      The Balance Sheet that works as a base to this reduction of capital is from
      September 30th, 2009, previously checked by the account auditors of the
      Company, approved, if appropriate, according to the third subject of the Agenda,
      according to the article 168.2 of the Royal Legislative Decree 1564/1989 by
      which the Rewritten Text of the Public Limited Companies' Law is approved.
                                                              Avda. Remolar, nº 2
                                                              08820 El Prat de Llobregat
                                                              (Barcelona)
                                                              Tel. atención accionista:
                                                              93.401.76.48
                                                              E-mail: accionista@laseda.es




      Simultaneously to this reduction, to approve the share capital increase of the
      Company in 300.000.000 Euros, by issuing and circulating 3.000.000.000 new
      ordinary shares of 0,10 Euros of nominal value each one of them, represented by
      accounting entries and 'issued at par'. The new shares will be of the same series
      and kind as the existing ones and will have the same economic and political rights
      as the already circulating shares. This increase will have preferential subscription
      rights and monetary contributions. The outlay of the shares will be done by
      monetary contributions. In case of not subscribing the complete increase by the
      subscription rights, those who have subscribed shares during the preferential
      subscription period will be able to ask for the subscription of additional shares,
      that would be payed out by monetary contributions. If the increase is not
      completely covered, the Board of directors will be able to offer the subscription of
      the extra shares to those who it wishes. In the case of not being completely
      subscribed by monetary contributions, it can also consist in the outlay of the
      increase in the compensation of credits for a maximum amount of 150.000.000
      Euros. It is foreseen expressly the possibility of incomplete subscription.

      To delegate in the Board of Directors, according the article 153.1.a) of the current
      Law of the Public Limited Companies, the faculty of setting the conditions of the
      capital increase in everything that is not foreseen in this agreement, and of doing
      as many actions as it takes to achieve the admission to quotation of the new
      shares admitted and particularly of writing the article 5 of the Articles of
      Association. Additionally and in consequence, to revoke and leave without effect
      the delegation made in favour of the Board of Directors according the agreement
      of the General Ordinary Shareholder Meeting held on June 26th, 2008.

6.-   Authorization to the Board of Directors of La Seda de Barcelona, S.A., according
      the article 75 and the First Additional Disposition of the Rewritten Text of the
      Public Limited Companies Law, for the derivative acquisition of the Company’s
      shares, directly or through ‘dominated societies’ and for their transfer in a term of
      18 months, counting from this date and with the limit of one percent (1%) of the
      existing share capital in each moment, in conditions of buying and selling
      equivalent to the stock market quotation of the application; leaving without effect,
      in the amount not used, the authorization given with the same objective by the
      General Ordinary Shareholder Meeting from August 8th, 2009.

7.-   Information about the social responsibility actions agreed in the General Ordinary
      Shareholder Meeting and, if appropriate, of the actions to be developed.

8.-   Authorization of the Board of Directors of the Company to carry out, develop,
      interpret and rectify the agreements adopted by the Shareholder Meeting, as well
      as to replace the faculties received by the Shareholder Meeting and grant
      faculties to register those agreements.
                                                          Avda. Remolar, nº 2
                                                          08820 El Prat de Llobregat
                                                          (Barcelona)
                                                          Tel. atención accionista:
                                                          93.401.76.48
                                                          E-mail: accionista@laseda.es




9.-   Approval, if appropriate, of the Shareholder Meeting Minutes in any of the ways
      stated in the article 113 of the Public Limited Companies’ Law or, if needed,
      applying what is foreseen in the article 114 of the same legal text.


The call with the complete text will be published immediately in the BORME (Spanish
Mercantile Register Bulletin) and in one of the newspapers with widest circulation in
the province.


Best regards,


José Luis Morlanes Galindo
Chairman of the Board of Directors

								
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