46
49,269 thousand. The capital increase, including both the par value and the share
premium, was fully paid as a result of the transfer en bloc of the assets and liabilities of
the acquiree on the date on which the merger deed was filed at the Madrid Mercantile
Registry (i.e. 31October 2012).
In accordance with Article 304.2 of the Spanish Limited Liability Companies Law, approved
by Legislative Royal Decree 1/2010, of 2 July, shareholder pre-emption rights were
disapplied on the occasion of this increase.
At 31 December 2013 and 2012, the share capital of the Parent amounted to EUR 169,300
thousand and was represented by 225,732,800 fully subscribed and paid shares of EUR
0.75 par value each, with the same rights except for the restriction on dividend rights
mentioned inNotes 12-a and 12-e.
At the end of 2013 the Parent's shareholder structurewas as follows:
% of ownership
2013
Grupo Planeta-de Agostini, S.L.
41.70
Ufa Film und Fernseh, GMBH
19.17
Treasury shares
7.01
Gamp Audiovisual, S.A.*
3.64
ImaginaMedia Audiovisual, S.L.
2.85
Other shareholders
25.63
Total
100.00
* Gamp Audiovisual, S.A. is an Imagina Group company, which is controlled, within the meaning
of Article 4 of the Spanish Securities Market Law, by the Imagina Group through
MEDIAPRODUCCIÓN, S.L.
The Parent's shares are listed on the Spanish stockmarket interconnection system and all
carry the same voting and dividend rights, except for the 1,181,296 shares mentioned
above, which will be admitted to trading once 24 months have elapsed following the date
on which the merger was registered at the Mercantile Registry, in accordance with the
draft terms of merger.
There are agreements among the main shareholders that guarantee the Parent’s
shareholder stability, the grant of mutual rights of acquisition on their shares, the
undertaking not to take control of the Parent or to permit a third party to do so, and also
include Groupmanagement agreements, as described in the consolidated directors’ report.
For management purposes, the Group treats the equity attributable to the Parent as
capital. The only external requirements to which this capital for management purposes is
subject are those contained in current Spanish corporate law, and there are no other legal
restrictions thereon.
The Group determines the financial resources required with the two-fold objective of
ensuring the Group companies’ capacity to continue operating andmaximising profitability
by optimising Group debt and equity. The Group’s financial structure taken as a whole
consists of the equity attributable to the Parent’s shareholders (comprising share capital,
share premium, retained earnings and other items), bank borrowings and cash and cash
equivalents. The Group reviews this structure regularly and, taking into account the costs
and risks associated with each type of funding (debt or equity), takes the appropriate
decisions to achieve the aforementioned objectives.
