Under the Securities Exchange Act of 1934
(Amendment No. __)*
Promotora de Informaciones, S.A.
(Name of Issuer)
Class A ordinary shares, par value €0.10 per share
American Depositary Shares, each representing four (4) Class A ordinary shares, par value
€0.10 per share evidenced by American Depositary Receipts
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition
that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g) check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for
the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nicolas Berggruen
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) þ
(b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
7
SOLE VOTING POWER
NUMBER OF
0
SHARES
8
SHARED VOTING POWER
BENEFICIALLY
OWNED BY
50,158,260*
EACH
9
SOLE DISPOSITIVE POWER
REPORTING
PERSON
0
WITH
10
SHARED DISPOSITIVE POWER
50,158,260*
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,158,260*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.5%*
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
* See Item 5.
Item 1. Security and Issuer.
This Statement on Schedule 13D (this “Statement”) relates to the Class A Ordinary
Shares (the “Class A Shares”) of Promotora de Informaciones, S.A., a Spanish sociedad
anónima (the “Issuer”), including shares represented by the Issuer’s American Depositary
Shares (the “ADSs”). The principal executive offices of the Issuer are located at Gran
Vía, 32, 28013 Madrid, Spain.
Item 2. Identity and Background.
(a) —
(c) This Statement is being jointly filed by each of the following persons pursuant to
Rule 13d-1(k) promulgated by the Securities and Exchange Commission (the “Commission”)
pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): Berggruen Acquisition Holdings Ltd (“BAH”), a British Virgin Islands
(“BVI”) business company, Berggruen Holdings North America Ltd, a BVI business company
(“BHNA”), Berggruen Holdings Ltd, a BVI business company (“Berggruen Holdings”),
Nicolas Berggruen Charitable Trust (formerly known as the Tarragona Trust), a BVI trust (the
“NB Charitable Trust”) and Nicolas Berggruen. Each of BAH, BHNA, Berggruen Holdings, the NB
Charitable Trust and Mr. Berggruen is referred to herein as a “Reporting Person” and
collectively as the “Reporting Persons”.
BAH is a direct subsidiary of BHNA. BHNA is the managing and majority shareholder of BAH and
a direct, wholly-owned subsidiary of Berggruen Holdings. All of the shares of Berggruen Holdings
are owned by the NB Charitable Trust. The trustee of the NB Charitable Trust is Maitland Trustees
Limited, a BVI corporation acting as an institutional trustee in the ordinary course of business
without the purpose or effect of changing or influencing control of the Issuer. Mr. Berggruen is a
director of BAH and may be considered to have beneficial ownership of BAH’s interests in the
Issuer.
The principal business activity of each of BAH, BHNA and Berggruen Holdings is that of a
private investment company investing internationally in an extensive range of asset classes on an
opportunistic basis, including direct private equity, stocks and bonds, hedge funds, private equity
funds, and real estate. Mr. Berggruen is the founder and president of Berggruen Holdings. The
principal business activity of the NB Charitable Trust is that of a private investment trust formed
to own all of the outstanding capital stock of Berggruen Holdings.
The principal business address of BAH is Wickhams Cay 1, Road Town, Tortola, British Virgin
Islands. The principal business address of each of BHNA, Berggruen Holdings and the NB Charitable
Trust is 9 Columbus Centre, Pelican Drive, Road Town, Tortola, British Virgin Islands. The
principal business address of Mr. Berggruen is care of Greenberg Traurig, P.A., 401 East Las Olas
Boulevard, Suite 2000, Fort Lauderdale, Florida33301.
During the last five years, none of the Reporting Persons, nor to the knowledge of the
Reporting Persons, none of the executive officers or directors of the Reporting Persons, if
applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
Certain information with respect to the executive officers and directors of the Reporting
Persons, if applicable, is set forth on SCHEDULE A attached hereto.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Persons are all affiliated with Berggruen Holdings, a private investment company
investing internationally in an extensive range of asset classes. The source of funds is
investment capital contributed by the NB Charitable Trust.
The information set forth in Item 4 of this Statement is hereby incorporated herein by
reference.
Item 4. Purpose of Transaction.
Liberty Acquisition Holdings Corp. (“Liberty”) was formed as a blank check company on
June 27, 2007 to acquire an operating business or businesses through a merger, stock exchange,
asset acquisition, reorganization or similar business combination. On August 4, 2010, Liberty
entered into an Amended and Restated Business Combination Agreement among Liberty, Liberty
Acquisition Holdings Virginia, Inc., a wholly-owned subsidiary of Liberty (“Liberty
Virginia”), and the Issuer (as amended, the “Business Combination Agreement”).
Upon consummation of the transactions contemplated by the Business Combination Agreement, (i)
Liberty merged with and into Liberty Virginia with Liberty Virginia surviving the merger and (ii)
Liberty Virginia effected a statutory share exchange with the Issuer (the “Share Exchange”)
as a result of which, among other things, Liberty Virginia became a wholly owned subsidiary of the
Issuer and each then outstanding share of Liberty Virginia capital stock was exchanged for cash or
a combination of cash, Class A Shares and Class B convertible non-voting shares of the Issuer
(“Class B Shares”).
Immediately prior to the consummation of the transactions contemplated by the Business
Combination Agreement, BAH owned 11,123,900 shares of Liberty common stock and 25,000 shares of
Liberty Series A preferred stock. Upon consummation of the transactions contemplated by the
Business Combination Agreement, BAH received 16,719,420 Class A Shares and 33,438,840 Class B
Shares in exchange for those securities.
Certain of the Issuer’s Class A Shares and Class B Shares are represented by the Issuer’s
American Depositary Shares, or ADSs, with each ADS-A representing four Class A Shares and each
ADS-NV representing four Class B Shares. Under the Issuer’s bylaws, holders of the Class A Shares
are entitled to one vote per share on all matters to be voted upon by shareholders and holders of
the Class B Shares do not have voting rights. Each Class B Share is convertible at any time at the
option of the holder into one Class A Share.
Subject to the terms and conditions set forth in the related deposit agreement, the ADSs may
be withdrawn from the U.S. depositary and converted into the underlying Class A Shares
and Class B Shares at any time. Following such withdrawal and conversion, the Class A Shares
and Class B Shares may be subsequently converted back into ADSs and redeposited into the U.S.
depositary. As of the date of this Statement, all of the Class A Shares and Class B Shares
beneficially owned by the Reporting Persons are represented by ADSs. The Reporting Persons are
currently evaluating, however, whether to convert some or all of the ADSs into the underlying Class
A Shares and/or Class B Shares, as applicable, and may do so at any time or from time to time (and
at any time thereafter may convert some or all of such Class A Shares and/or Class B Shares back
into ADSs).
On November 27, 2010, Mr. Berggruen became a director of the Issuer.
The Reporting Persons intend to review their investment on a regular basis and, as a result
thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to
acquire additional securities of the Issuer, through open market purchases, privately negotiated
transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned
by it in the open market, in privately negotiated transactions or otherwise, (c) to enter into
privately negotiated derivative transactions with institutional counterparties to hedge the market
risk of some or all of its positions in the securities of the Issuer or (d) to take any other
available course of action, which could involve one or more of the types of transactions or have
one or more of the results described in clauses (a) through (j) of Item 4 of Schedule 13D. Any such
acquisition or disposition or other transaction would be made in compliance with all applicable
laws and regulations. Notwithstanding anything contained herein, the Reporting Persons specifically
reserve the right to change their intention with respect to any or all of such matters. In reaching
any decision as to its course of action (as well as to the specific elements thereof), the
Reporting Persons currently expect that it would take into consideration a variety of factors,
including, but not limited to, the following: the Issuer’s business and prospects; other
developments concerning the Issuer and its businesses generally; other business opportunities
available to the Reporting Persons; changes in law and government regulations; general economic
conditions; and money and stock market conditions, including the market price of the securities of
the Issuer. Except as set forth herein (and after giving effect to the Business Combination), the
Reporting Persons have no present plans or proposals that relate to or that would result in any of
the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The information set forth in Item 3 of this Statement is hereby incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
(a) — (b) As of the date hereof, the Reporting Persons beneficially own and have shared
power to vote or to direct the vote and shared power to dispose or to direct the disposition
of an aggregate of 50,158,260 shares (consisting of 16,719,420 Class A Shares and 33,438,840
Class B Shares that are convertible at any time at the option of the holder into a like
number of Class A Shares), representing 10.5% of all outstanding Class A Shares (assuming
the conversion of the 33,438,840 Class B Shares beneficially owned by the Reporting
Persons, but without including any Class B Shares held by any
other persons). The information set forth in Item 4 of this Statement is hereby incorporated
herein by reference.
(c) The information set forth in Item 4 of this Statement is hereby incorporated herein by
reference.
(d) Except as stated within this Item 5, to the knowledge of the Reporting Persons, only the
Reporting Persons have the right to receive or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Class A Shares of the Issuer reported by this
Statement.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
BAH has committed, subject to certain exceptions, that it will not, without the prior written
consent of Liberty Virginia, sell, assign, transfer, pledge or otherwise dispose any of its Issuer
securities received in the business combination in exchange for its Liberty common stock owned
prior to Liberty’s initial public offering, until November 30, 2011.
The information set forth in Items 3 and 4 of this Statement is hereby incorporated herein by
reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit A —
Joint Filing Agreement among the Reporting Persons, dated December 9, 2010.
Exhibit B —
Limited Power of Attorney, dated June 23, 2006, given by Maitland Trustees
Limited, as trustee of the NB Charitable Trust (formerly known as Tarragona Trust), to
Jared Bluestein (incorporated by reference to Exhibit 24.3 to the Form 3 filed by the
Reporting Persons with respect to Liberty on December 6, 2007).
Form of Founder Post-Closing Lock-Up Letter Agreement (incorporated by reference
to Exhibit 99.20 to the Issuer’s Registration Statement on Form F-4/A filed on October13, 2010).
Exhibit E —
Amended and Restated Business Combination Agreement, dated as of August 4, 2010,
among the Issuer, Liberty and Liberty Virginia (incorporated by reference to Exhibit
2.1 to the Current Report on Form 8-K filed by Liberty on August 9, 2010).
Exhibit F —
Amendment No. 1 to Amended and Restated Business Combination Agreement
(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by
Liberty on August 16, 2010).
SIGNATURE
After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and
belief, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
