Vista Energy, S.A.B. de C.V 6-K, filed Oct 26, 2021
Vista Energy, S.A.B. de C.V. (VIST)
About this 6-K
Vista Energy, S.A.B. de C.V filed this 6-K on October 26, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER SECURITIES EXCHANGE ACT OF 1934
For the month of October 2021
Commission File No. 001-39000
Vista Oil & Gas, S.A.B. de C.V.
(Exact Name of the Registrant as Specified in the Charter)
N.A.
(Translation of Registrant’s Name into English)
Calle Volcán 150, Floor 5
Colonia Lomas de Chapultepec, Alcaldía Miguel Hidalgo
Mexico City, 11000
Mexico
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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 ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable.
Contents of this Form 6-K
This Form 6-K for Vista Oil & Gas, S.A.B. de C.V. (“Vista” or the “Company”) contains the following exhibits:
Exhibit 1: Call for an ordinary general shareholders’ meeting to be held at 10:00 am Mexico City time on December 14, 2021.
Exhibit 2: Information addressed to the shareholders of Vista Oil & Gas, S.A.B. de C.V. related to the general ordinary shareholders’ meeting to be held on December 14, 2021.
Forward-Looking Statements
Any statements contained herein regarding Vista that are not historical or current facts are forward-looking statements. These forward-looking statements convey Vista’s current expectations or forecasts of future events. Forward-looking statements regarding Vista involve known and unknown risks, uncertainties and other factors that may cause Vista’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and other applicable sections of Vista’s prospectus filed with the United States Securities and Exchange Commission (“SEC”) and other applicable filings with the SEC and the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores).
Enquiries:
Investor Relations:
ir@vistaoilandgas.com
Argentina: +54 11 3754 8500
Mexico: +52 55 4166 9000
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 26, 2021
| VISTA OIL & GAS, S.A.B. DE C.V. | ||
| By: | /s/ Alejandro Cherñacov | |
| Name: | Alejandro Cherñacov | |
| Title: | Strategic Planning and Investor Relations Officer | |
Exhibit 1
CALL FOR AN ORDINARY GENERAL SHAREHOLDERS’ MEETING
VISTA OIL & GAS, S.A.B. DE C.V.
Pursuant to Article 181 of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles; “LGSM”) and articles Twelfth, Seventeenth, and Twentieth of the current by-laws of Vista Oil & Gas, S.A.B. de C.V. (the “Company”), the shareholders of the Company (the “Shareholders”) are hereby called to an ORDINARY GENERAL SHAREHOLDERS’ MEETING, to be held at 10:00 hours on December 14th, 2021, in Mexico City, United Mexican States (“Mexico”), corporate domicile of the Company, in the meeting room located at Torre Virreyes, Pedregal No. 24, 24th Floor, Colonia Molino del Rey, Zip Code 11040, Miguel Hidalgo (the “Ordinary General Shareholders’ Meeting”), in order to discuss the following:
AGENDA
| I. | Presentation, discussion and, as the case may be, approval of the Company’s non-consolidated special financial statements as of September 30, 2021, which will serve as the basis for the discussion and, if applicable, approval of the proposal referred to in item II of this agenda; associated resolutions. |
| II. | Presentation, discussion and, as the case may be, approval of the reduction of the variable part of the capital stock of the Company; associated resolutions. |
| III. | Appointment of delegates to comply with resolutions and, as the case may be, formalize the resolutions adopted at the Ordinary General Shareholders’ Meeting; associated resolutions. |
We remind the Shareholders that in order to be admitted to the Ordinary General Shareholders’ Meeting, they are required to provide a deposit certificate (constancia de depósito) issued by the S.D. Indeval, Institución para el Depósito de Valores, S.A. de C.V., together with, if applicable, the supplementary list referred to in the LMV, no later than one business day prior to the date of the Ordinary General Shareholders’ meeting hereby called, at the aforementioned address, between 9:00 to 14:00 hours and 16:30 to 19:00 hours, from Monday to Friday, during business days. Upon delivery of such deposit certificates (constancias de depósito) by the Shareholders, entry passes will be issued without which such Shareholders will not be allowed to participate in the Ordinary General Shareholders’ Meeting. Shareholders can attend the Ordinary General Shareholders’ Meeting personally or represented by an attorney-in-fact appointed by means of a power of attorney granted in terms of the templates provided by the Company pursuant to Article 49, section III of the LMV or by means of a power of attorney granted in accordance with civil law and also pursuant to the provisions set forth in article 1925 of the LGSM. The template of power of attorney and other documents related to the Agenda are available for consultation at the address set forth above as well as on the website of the Company: http://www.vistaoilandgas.com/en/investors/.
| Mexico City, Mexico as of October 26th, 2021 | ||
| By: | /s/ Miguel Matías Galuccio | |
| Name: Miguel Matías Galuccio | ||
| Position: | Chairman of the Board of Directors of Vista Oil & Gas, S.A.B. de C.V. |
Exhibit 2
INFORMATION ADDRESSED TO THE SHAREHOLDERS OF VISTA OIL & GAS, S.A.B. DE C.V. RELATED TO THE GENERAL ORDINARY SHAREHOLDERS’ MEETING TO BE HELD ON DECEMBER 14, 2021
In connection with the matters to be discussed at the general ordinary shareholders’ meeting of Vista Oil & Gas, S.A.B. de C.V. (the “Company” or “Vista”), to be held at 10:00 a.m. on December 14, 2021 (“Shareholders’ Meeting”), in terms of the call published on October 26, 2021 in the web page of the Bolsa Mexicana de Valores, S.A.B. de C.V. and in the Electronic System of the Ministry of Economy (the “Call”), based on the provisions set forth in Article Twentieth of the Company’s bylaws and Article 49, section I, of the Securities Market Law, it is hereby informed that:
| 1. | The Company expects that in the last quarter of 2021 it will receive profits from one or more of its subsidiaries. |
| 2. | In order for such profits to be reflected, in turn, as Vista’s profits during the 2021 fiscal year, it is proposed to the Shareholders’ Meeting (i) to carry out a capital reduction of the variable portion of the Company’s capital stock and (ii) to approve the non-consolidated special financial statements as of September 30, 2021 on which the resolution related to item (i) above will be adopted, which are available at https://www.vistaoilandgas.com/investors |
| 3. | In the event that the Company’s financial statements actually report profits for the fiscal year 2021, Vista would expect to propose to the annual ordinary shareholders’ meeting to be held within four months following the closing of such fiscal year, (i) setting aside 5% of the net profits corresponding to such fiscal year 2021, to form the Company’s reserve fund in accordance with Article 20 of the General Law of Commercial Companies, and (ii) the application of the remaining of such profits either to distribute dividends to the Company’s shareholders or to make acquisitions of its own shares through a share repurchase plan, as decided by the Company’s board of directors. |
Limitation of Responsibility
This press release contains certain forward-looking statements, which reflect the current views or expectations of Vista and its management team regarding future events. Words such as “estimates,” “expects” and other similar expressions refer to future events of uncertain timing, which may not occur.