Vista Energy, S.A.B. de C.V 6-K, filed Mar 12, 2020
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 March 12, 2020.
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 March 2020
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 April 21, 2020.
Vista also informs that the following documents relating to the agenda of the ordinary shareholders’ meeting to be held at 10:00 am Mexico City time on April 21, 2020 are available on Vista’s website (http://www.vistaoilandgas.com/en/access-to-materials/): (i) the Consolidated Financial Statements as of December 31, 2019 and 2018, and for the years ended December 31, 2019 and 2018, (ii) the annual report of the Audit Committee, (iii) the annual report of Committee of Corporate Practices, (iv) the report on the main accounting and information policies and criteria, (v) the report of the Board of Directors on activities and operations in which it intervened during the fiscal year ended on December 31, 2019, (vi) the report of the Chief Executive Officer, (vii) the opinion of the Board of Directors on the contents of the report of the CEO, (viii) the independent auditor’s report, (ix) the proposal of remuneration for directors and members of Vista’s committees and (x) the proposal for an extension for an additional 5-year term of the authorization to carry out one or more financing transactions.
About Vista
Vista is an independent Latin American oil and gas company operating since April 4, 2018. The Company owns high-quality, low-operating cost, high-margin conventional producing assets in Argentina and Mexico, with most of its production and revenues originating in Argentina. In addition, most of its ongoing drilling and workover activities, estimated proved reserves and assets are located in Argentina, including its currently-producing Vaca Muerta wells. Led by an experienced management team, the Company seeks to generate strong returns for its shareholders by leveraging its strong cash flow-producing conventional assets and developing its premier shale acreage in its approximately 134,000 net acres in the Vaca Muerta shale play in Argentina, as well as by increasing the oil recovery factor of the conventional assets it operates in Argentina. In August 2019, Vista became the second largest shale oil producer in the Vaca Muerta play according to the Argentine Secretariat of Energy.
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
Mexico: +52.55.1167.8250
Argentina: +54.11.3754.5832
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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: March 12, 2020
| 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.
As provided by Articles 181 and 183 of the General Law of Commercial Companies (Ley General de Sociedades Mercantiles; “LGSM”) and by articles Eighteen 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 April 21, 2020, 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 “Annual Ordinary General Shareholders’ Meeting”), in order to discuss the following:
AGENDA
| I. | Presentation, discussion and, if appropriate, approval of the Company’s Chief Executive Officer report prepared in accordance with Article 172 of the LGSM and articles 28, section IV and 44, section XI of the Securities Market Law (Ley del Mercado de Valores; “LMV”), same which includes the presentation of the individual and consolidated financial statements of the Company, together with the external auditor´s report, in connection with the results and operations of the Company for the fiscal year ended on December 31, 2019, as well as the Board of Director’s opinion regarding the content of such report issued by the Chief Executive Officer of the Company. |
| II. | Presentation, discussion and, if appropriate, approval of the Company’s Board of Directors report pursuant to Article 172, section b) of the LGSM, on the main accounting and reporting policies and criteria used by the Company in the preparation of its financial information. |
| III. | Presentation, discussion and, if appropriate, approval of the Company’s Board of Directors report on the operations and activities in which such Board of Directors intervened pursuant to Article 28, section IV, subsection e) of the LMV. |
| IV. | Presentation, discussion and, if appropriate, approval of the annual reports of the chairmen of the Audit Committee and Corporate Practices Committee regarding the activities carried out by such committees pursuant to Article 43, subsections I and II of the LMV. |
| V. | Proposal, discussion and, if applicable, approval, of the remuneration for the members of the board of directors. |
| VI. | Proposal, discussion and, if appropriate, approval of an extension for an additional 5 years period of the authorization to carry out one or more financing transactions approved by the shareholders’ meeting on April 25, 2019; associated resolutions. |
| VII. | Appointment of delegates to comply with and, as appropriate, formalize the resolutions adopted at the Annual Ordinary General Shareholders’ Meeting; associated resolutions. |
We remind the Shareholders that in order to be admitted to the Annual 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 Annual 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 Annual Ordinary General Shareholders’ Meeting. Shareholders can attend the Annual 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. 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/.
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Mexico City, Mexico as of March 12, 2020
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.
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