Exhibit 99.5
GRUPO TELEVISA, S.A.
TENDER FOR EXCHANGE OF
6.625% SENIOR NOTES DUE 2025 FOR
6.625% SENIOR EXCHANGE NOTES DUE 2025
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON ? , 2005 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY GRUPO TELEVISA, S.A. IN ITS SOLE DISCRETION
To Our Clients:
Enclosed for your consideration is a prospectus, dated -, 2005, of
Grupo Televisa, S.A. and a related letter of transmittal, that together
constitute Grupo Televisa, S.A.'s offer to exchange U.S.$1,000 principal
amount of 6.625% Senior Exchange Notes due 2025, which have been
registered under the Securities Act of 1933, as amended, of Grupo
Televisa, S.A., for each U.S.$1,000 principal amount of outstanding 6.625%
Senior Notes due 2025, of Grupo Televisa, S.A., of which U.S.$600,000,000
aggregate principal amount is outstanding.
The materials relating to the exchange offer are being forwarded to
you as the beneficial owner of outstanding notes carried by us for your
account or benefit but not registered in your name. A tender of any
outstanding notes may only be made by us as the registered holder and
pursuant to your instructions. Therefore, we urge beneficial owners of
outstanding notes registered in the name of a broker, dealer, commercial
bank, trust company or any other nominee to contact such registered holder
promptly if they wish to tender outstanding notes in the exchange offer.
Accordingly, we request instructions as to whether you wish us to
tender any or all such outstanding notes held by us for your account or
benefit pursuant to the terms and conditions set forth in the prospectus
and the letter of transmittal. We urge you to read carefully the
prospectus and letter of transmittal and other material provided herewith
before instructing us to tender your outstanding notes. THE LETTER OF
TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE
USED BY YOU TO EXCHANGE OUTSTANDING NOTES HELD BY US FOR YOUR ACCOUNT OR
BENEFIT.
Your instructions to us should be forwarded as promptly as possible
in order to permit us to tender notes on your behalf in accordance with
the provisions of the exchange offer.
Your attention is directed to the following:
1. The exchange offer will expire at 5:00 p.m., New York City time, on
-, 2005, unless extended by Grupo Televisa, S.A. in its sole
discretion. Tendered outstanding notes may be withdrawn, subject to
the procedures described in the prospectus, at any time prior to
5:00 p.m. New York City time, on the expiration date.
2. The outstanding notes will be exchanged for the exchange notes at
the rate of U.S.$1,000 principal amount of exchange notes for each
U.S.$1,000 principal amount of outstanding notes validly tendered
and not validly withdrawn prior to the expiration date. The exchange
notes will bear interest from the most recent interest payment date
to which interest has been paid on the notes or, if no interest has
been paid, from March 18, 2005. The form and terms of the exchange
notes are identical in all material respects to the form and terms
of the outstanding notes, except that the exchange notes have been
registered under the Securities Act of 1933, as amended.
3. Notwithstanding any other term of the exchange offer, Grupo
Televisa, S.A. may terminate or amend the exchange offer as provided
in the prospectus and will not be required to accept for exchange,
or exchange any exchange notes for, any outstanding notes not
accepted for exchange prior to such termination.
4. Any transfer taxes applicable to the exchange of the outstanding
notes pursuant to the exchange offer will be paid by Grupo Televisa,
S.A., except as otherwise provided in the prospectus and in
Instruction 8 of the letter of transmittal.
5. Based on an interpretation of the Securities Act by the staff of the
Securities and Exchange Commission, Grupo Televisa, S.A. believes
that exchange notes issued pursuant to the exchange offer in
exchange for outstanding notes may be offered for resale, resold and
otherwise transferred by holders thereof without compliance with the
registration and prospectus delivery provisions of the Securities
Act, provided that:
(a) the holder is acquiring exchange notes in its ordinary course
of business;
(b) the holder is not engaging in and does intend to engage in a
distribution of the exchange notes;
(c) the holder is not participating, and has no arrangement or
understanding with any person to participate, in the
distribution of the exchange notes;
(d) the holder is not an "affiliate" of Grupo Televisa, S.A. or
the guarantors, as such term is defined under Rule 405 of the
Securities Act; and
(e) the holder is not acting on behalf of any person who could not
truthfully make these statements.
To participate in the exchange offer, holders must represent to
Grupo Televisa, S.A. that each of these statements is true. If the holder
is a broker-dealer that will receive exchange notes for its own account in
exchange for outstanding notes that were acquired as a result of
market-making activities or other trading activities, it must acknowledge
that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such exchange notes.
If you wish to have us tender any or all of your outstanding notes,
please so instruct us by completing and returning to us the form entitled
"Instructions To Registered Holder And/Or Book-Entry Transfer Facility
Participant From Beneficial Owner" attached hereto. An envelope to return
your instructions is enclosed. If you authorize a tender of your
outstanding notes, the entire principal amount of outstanding notes held
for your account will be tendered unless otherwise specified on the
instruction form. Your instructions should be forwarded to us with ample
time to permit us to submit a tender on your behalf by the expiration
date.
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