11 Jun 2019 11:09
CABLEVISIÓN HOLDING S.A.
Court grants injunction in favour of company shareholder
On 10 June 2019, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on that date, the Company had been served notice of a decision rendered on 9 May 2019 by Federal Court on Administrative Litigation Matters No. 1, Secretariat No. 1 in re "Burgueño Daniel v. Executive Branch - Argentine Securities Commission on (Autonomous) Injunction" (File No. 89537/2018). Claimant, Mr. Daniel Burgueño, a minority shareholder of the Company, requested an injunction ordering the Argentine Securities Commission to abstain from moving forward, continuing or resolving the proceedings relating to the authorization of the Tender Offer to Acquire Class B Shares of Telecom Argentina formulated by the Company.
Based on the shareholder's request, the intervening Judge granted the injunction and, consequently, ordered the suspension of the proceedings relating to the Tender Offer to Acquire Class B Shares of Telecom Argentina that had been initiated before the Argentine Securities Commission until such time as the Commission shall resolve to apply its new regulations (Resolution CNV No. 779/2018) or until the expiration of the maximum term provided under Article 5º of Law No. 26,854.
Attached as Exhibits A, B and C are free translations of the notice received by the Company, of the relevant paragraphs of the court's decision and of the minutes of the meeting of the Board of Directors at which the notice was considered.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
Mr. Valentina López
Sr. Analyst of Investor Relations
www.cvh.com.ar
Email: ir@cvh.com.ar
Tel: (+54 11) 4309 - 3417
Exhibit A
FREE TRANSLATION
NOTICE
Buenos Aires, 6 June 2019
To ----------------------------
Cablevisión Holding S.A.
By hand
I have the pleasure of addressing You within the framework of the litigation entitled "BURGUEÑO, DANIEL V. NATIONAL EXECUTIVE - ARGENTINE SECURITIES COMMISSION ON (AUTONOMOUS) INJUNCTION" (File No. 89537/2018), pending before the Federal Court on Administrative Litigation Matters No. 1, under Dr. Enrique Lavié Pico, Secretariat No. 1, under my charge, located on Calle Tucumán 1381, 5th floor, of the Autonomous City of Buenos Aires, in order to notify you of the decision rendered in such litigation.
Next, we copy the decision that orders this notice: "Buenos Aires, 9 May 2019. (…) For the reasons set forth above, I RESOLVE: To grant, in the terms mentioned [above], the requested injunction and, in consequence, to order the suspension of the proceedings relating to the Tender Offer to Acquire Class B Shares of Telecom Argentina that had been initiated before the Argentine Securities Commission until such time as the defendant, as the case may be, shall resolve to apply its new regulations or until the expiration of the maximum term provided under Article 5º of Law No. 26,854. This decision is ordered against a real guarantee as provided under Recital IX. Let [the decision] be registered and notified to the claimant, today (pursuant to art. 36 of the Rules for the National Justice) and after compliance with the guarantee, let the defendant be notified hereof. Signed: Enrique Lavie Pico, Federal Judge."
We state for the record that attached hereto is a complete copy of the decision dated 9 May 2019, on p. 4.
Doctors Marta G. Pardini, Florencia Berghmans and/or Matías Baranda Ruales are authorized to deliver this notice.
Sincerely,
[…]
/s/ Angeles Lausi - Federal Secretary
Exhibit B
FREE TRANSLATION
National Judicial Branch
FEDERAL COURT ON ADMINISTRATIVE LITIGATION MATTERS 1
89537/2018
BURGUEÑO, DANIEL V. NATIONAL EXECUTIVE - ARGENTINE SECURITIES COMMISSION ON (AUTONOMOUS) INJUNCTION
Buenos Aires, May 2019.-
AND HAVING REVIEWED [THE FILE]; WHEREAS:
I.- On pp. 2/14 rev. Mr. Daniel Burgueño appears by his own right and in his capacity as shareholder of Cablevisión Holding S.A., and requests the issuance of an injunction based on articles 195, 232 of the CPCCN [National Code of Civil and Commercial Procedure] against the Argentine Securities Commission, for the purpose of making [such entity] abstain from issuing a pronouncement and resolving about the authorisation of the Tender Offer to Acquire Class B Shares of Telecom Argentina formulated by Cablevisión Holding S.A, until the abovementioned agency issues the regulations set forth in article 77 of the Capital Markets Law (No. 26,831) and the procedure set forth in the law regarding objections to the price of the Tender Offer by the Argentine Securities Commission is completed.
[Mr. Burgueño] holds that on 1 January 2018 Cablevisión Holding became the controlling shareholder of Telecom Argentina S.A., and that, as a result of such change of control, the controlling company had the statutory obligation to promote and formulate a Tender Offer within 180 calendar days of the occurrence of the change, with respect to the Class B Share.
Before the expiration of the term of the abovementioned Tender Offer (06/30/2018), law 27,440 (B.O. 05/11/2018) was published, amending the regime set forth under law 26,831 for Tender Offers, especially with respect to the determination of the price of the shares.
II.- On pp. 83/101 rev., claimant again appears and adjusts the requested injunction.
Consequently, he asks that the Argentine Securities Commission be ordered to abstain from moving forward, continuing or resolving the proceedings relating to the authorization of the Tender Offer to Acquire Class B Shares of Telecom Argentina formulated by Cablevisión Holding S.A. on 06/21/2018 until a decision is rendered hereunder.
[Claimant] holds that with the issuance of Resolution No. 779/2018, which regulates Law No. 26,831, [the Argentine Securities Commission] eliminated the obligation to launch a Tender Offer in the event of a change of control, which situation also applies to Cablevisión Holding S.A.
[Claimant] manifests that after acquiring to corporate control of Telecom, Cablevisión Holding interpreted that pursuant to the capital markets law then in force, [Cablevisión Holding] was under the obligation to promote a Tender Offer, which it did, but that after the amendment mentioned above through Resolution 779 of the Argentine Securities Commission, the Tender Offer procedure became moot giver the repeal of the obligation to launch [such Tender Offer].
For this reason, [claimant] holds that if the Tender Offer proceeding continues, the new regulations would be breached, which is arbitrary and contrary to law.
III.- [Recitals III - VI (first paragrapg) intentionally omitted]
VI. […]
This is so given that, pursuant to Resolution 779/18, issued by the Argentine Securities Commission, [that agency] provided that: "The obligation to make a public tender offer shall not apply when: […] k) in the case of a merger, the shareholders of the affected companies or entities shall be exempt from making a public tender offer when, as a result of the merger, they reach, in the company that was admitted to the public offering regime of its shares, directly or indirectly, the control participation provided under article 87 of Law No. 26,831, as amended, provided that [such shareholders] did not vote in favour of the merger at the corresponding Ordinary Shareholders' meeting of the affected company."
[Paragraphs 3, 4 and 5 of Recital VI intentionally omitted]
[Recitals VII - IX intentionally omitted]
Therefore, I RESOLVE: To grant, in the terms mentioned [above], the requested injunction and, in consequence, to order the suspension of the proceedings relating to the Tender Offer to Acquire Class B Shares of Telecom Argentina that had been initiated before the Argentine Securities Commission until such time as the defendant, as the case may be, shall resolve to apply its new regulations or until the expiration of the maximum term provided under Article 5º of Law No. 26,854.
This decision is ordered against a real guarantee as provided under Recital IX.
Let [the decision] be registered and notified to the claimant, today (pursuant to art. 36 of the Rules for the National Justice) and after compliance with the guarantee, let the defendant be notified hereof.
Signature Date: May 9th, 2019
Signed by: ENRIQUE LAVIE PICO, ACTING JUDGE
Exhibit C
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors: In the City of Buenos Aires, on the 10th day of the month of June 2019, at 18.00 hours, the Board of Directors of Cablevisión Holding S.A. (the "Company") meets at the Company's headquarters on calle Tacuarí 1842, 4th Floor, with the presence of the undersigned members of the Board of Directors and the Supervisory Committee. The meeting is opened by the President of the Company, Mr. Sebastián Bardengo, who submits the following point of the agenda to the consideration of those present: "Request for authorisation of the Tender Offer (the "TO") over shares of Telecom Argentina S.A. launched by the Company. Notice of the decision rendered in re: "Burgueño, Daniel v. National Executive - Argentine Securities Commission on (Autonomous) Injunction". Consideration of the course of action to be followed. The President continues to speak and states that, as was considered by this Board prior to this date, even though the Company formulated and promoted its TO in compliance with all the previous requirements set forth under effective law, applicable as of such date, the Company did not obtain such authorization because the agency imposed conditions on the Company that lack any legal grounds, generating serious damages to the Company, to the extent that it is obliged to pay a price per share that is not the price provided under the Capital Markets Law. Consequently, the Board of Directors requested its legal advisors to evaluate the various alternatives tending towards the protection of the rights and interests of the Company, which advisors requested an urgent injunction so that the Argentine Securities Commission would abstain from issuing a pronouncement on the matter and resolving about the authorisation of the TO. On 20 September 2018, the Federal Civil and Commercial Court No. 3 issued a preliminary injunction admitting the request of the Company and, after compliance with Article 4 of Law No. 26,854, on 27 November 2018, the court considered that the real guarantee set by the court in its resolution of November 1, 2018 whereby the court had granted the injunction requested by the Company, had been paid by claimant (as a requirement to admit the injunction). After that date, the President continues, given the proximity of the expiration date set for the injunction, the Company requested an extension of such injunction and on 6 May 2019, the Federal Civil and Commercial Court No. 3 ordered the extension of the duration of the injunction, with the [original] scope, for a term of three more months counted as from its expiration. Next, the President informs that today, the Company had been notified of the rendering of a decision on 9 May 219, in re: "Burgueño, Daniel v. National Executive - Argentine Securities Commission on (Autonomous) Injunction" (File No. 89537/2018), pending before Federal Court on Administrative Litigation Matters No. 1, Secretariat No. 1 (the "Decision") - a copy of which was handed out to the directors present [at the meeting]-whereby, at the request of a shareholder of the Company, the court decides, as an injunction the court provides for the suspension of the administrative proceeding relating to the Tender Offer to Acquire Class B Shares of Telecom Argentina S.A., initiated by the Company before the Argentine Securities Commission, until such Commission, as applicable, decides on the application of the new regulations, or until the expiration of the maximum term provided under Article 5º of Law No. 26,854. As provided under the Resolution, the President states, claimant requested the issuance of a preliminary indenture ordering the Argentine Securities Commission to abstain from moving forward, continuing or resolving the proceedings relating to the authorization of the Tender Offer formulated by the Company until [the court] renders a decision in connection with the claim. This is so because claimant holds, among other things, that: (i) resolution 779/2018 published on 28 December 2018, which regulates the Capital Markets Law, eliminated the obligation to launch a tender offer in certain cases of change of control-a situation that applies to the Company-in which case the proceeding of the Tender Offer becomes moot due to the repeal of the obligation to launch it, and (ii) if the proceeding to determine the price of the TO were to be continued, [the parties] would be breaching the new regulations, a fact that is arbitrary and contrary to law. In fact, the Resolution states that "in this litigation one notices, at first sight, the verosimilitude of the right invoked… this is so because… pursuant to Resolution 779/18, issued by the Argentine Securities Commission, [that agency] provided that "the obligation to make a public tender offer shall not apply when: […] k) in the case of a merger, the shareholders of the affected companies or entities shall be exempt from making a public tender offer when, as a result of the merger, they reach, in the company that was admitted to the public offering regime of its shares, directly or indirectly, the control participation provided under article 87 of Law No. 26,831, as amended, provided that [such shareholders] did not vote in favour of the merger at the corresponding Ordinary Shareholders' meeting of the affected company." In light of the above, the Board of Directors has a long discussion and then resolves unanimously to instruct its lawyers so that they may analyse the implications of the Resolution on the Company and the eventual actions to adopt in order to safeguard the rights of the Company. With no more matters to consider, the meeting is adjourned at 19.30 hours.