24 Sep 2018 07:00
CABLEVISIÓN HOLDING S.A.
Court Grants Interim Injunction
On 21 September 2018, Cablevisión Holding S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Company had been served notice of a decision rendered by Federal Civil and Commercial Court No. 3 (the "Court") in re "Cablevisión Holding S.A. v. Argentine Securities Commission on Injunctions" (File No. 7998/2018), whereby the Court ordered, as an interim injunction, that the Argentine Securities Commission abstain from pronouncing itself and deciding in connection with the Mandatory Tender Offer to Acquire Class B Shares of Telecom Argentina launched and formulated by the Company on 21 June 2018, until the Court decides on the injunction requested by the Company after fulfilment of the requirements of Article 4 of Law No. 26,854.
Attached as Exhibit A is a free translation of the relevant sections of the Court's decision.
Enquiries:
Mr. Agustín Medina Manson
Head of Investor Relations
www.cablevisionholding.com
Email: ir@cablevisionholding.com
Tel: (+54 11) 4309 - 3417
Exhibit A
FREE TRANSLATION
National Judicial Branch
FEDERAL CIVIL AND COMMERCIAL COURT 3
7998/2018
CABLEVISIÓN HOLDING SA V. ARGENTINE SECURITIES COMMISSION ON INJUNCTIONS
Buenos Aires, September 2018. MD-AMA
[Opening procedural paragraphs intentionally omitted]
INJUNCTION:
The company "Cablevisión Holding S.A." (CVH) requests the granting of an injunction whereby the Argentine Securities Commission (CNV [for its Spanish acronym]) shall abstain from pronouncing itself and deciding on the authorisation of the Mandatory Tender Offer to Acquire Class B Shares of Telecom Argentina SA (OPA [for its Spanish acronym]) promoted and formulated pursuant to Law No. 26,831, until a final decision is rendered on the merits.
[CVH] points out that, given the urgent nature of the matter and the time consumed by procedural terms, [the court should] grant immediately an interim injunction pursuant to Article 4º, subsection 1º, paragraph 3º of Law No. 26,854, without applying the time limit set forth therein; in that regard [CVH] explains that its request is until the injunction is decided and not until [the CNV] files its report or until the expiration of the term granted for its production.
CVH explains that on 1/1/218 CVH became controlling shareholder of Telecom Argentina S.A. as a result of the receipt of new common shares of Telecom that occurred after the merger of Cablevisión S.A: into Telecom became effective and the entry into force of the Telecom shareholders' agreement executed on 7/7/17, which grants CVH the right to appoint a majority of the Board of Directors of TEO.
CVH argues that as a result of the occurrence of that change of control with respect to TEO and pursuant to the old language of Law 26,831 and the 2013 Restated Rules of the Argentine Securities Commission, it had the statutory obligation to promote and formulate a Mandatory Tender Offer to Acquire Class B Shares of Telecom Argentina SA (OPA) before 30/6/2018; CVH adds that prior to the expiration of that statutory term, on 11/5/18, Law No. 27,440 was published in the Official Gazette, amending substantially the rules set forth under (Capital Markets) Law 26,831 for Tender Offers, especially those relating to the way that price must be determined.
CVH States that in light of the imminent expiration of such term, it promoted the OPA satisfying the requirements set forth in the legislation then in force and applicable, and therefore [the OPA] should be approved and authorised without any kind of condition. CVH states that the CNV, based on the principal of equal treatment among shareholders, imposed conditions on the price of the OPA that have no legal grounds, setting the price of the OPA in dollars, which would cause a serious economic damage, because it would be obligated to pay a price that is materially higher than the price provided under the Capital Markets Law, which would constitute an expropriation of Cablevisión.
Given the particular characteristics of the case and especially the [facts] presented under points III.1 and IV of the document on pages 219/226, I consider that with the elements produced [by CVH] there are enough grounds to obtain the protection requested pursuant to Article 4, subsection 1º third paragraph of Law No 26,854. Consequently, and subject to a sworn guarantee that is deemed satisfied with the request for the injunction filed by the claimant's attorney-in-fact in the initial claim, we hereby impose as an interim injunction that the Argentine Securities Commission shall abstain from pronouncing itself and deciding on the authorisation of the Mandatory Tender Offer to Acquire Class B Shares of Telecom Argentina SA promoted and formulated by Cablevisión Holding S.A. on 21 June 2018, until [the court] decides on the injunction requested by the Company after fulfilment of the requirements of Article 4 of Law No. 26,854.
[Closing procedural paragraphs intentionally omitted]
Signature Date: 20/09/2018
Uploaded onto the system: 21/09/2018
Signed by: JOSE LUIS CASSINEIRO, ACTING JUDGE