10 Oct 2014 07:43
GRUPO CLARIN S.A.
AFSCA Rejects Plan to Conform the Company
to the Audiovisual Communication Services Law
On 9 October 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had been served notice of Resolution No. 1121-AFSCA/14, issued by the Audiovisual Communication Services Federal Enforcement Authority ("AFSCA"), whereby AFSCA rejected the Plan to Conform the Company to the Audiovisual Communication Services Law filed by the Company and its subsidiaries Arte Radiotelevisivo Argentino S.A., Cablevisión S.A. and Radio Mitre S.A., and initiated a forced, government-managed divestiture procedure.
The Board of Directors of the Company acknowledged receipt of Resolution No. 1121-AFSCA/14 at a meeting held on 9 October 2014 and instructed the Company's counsel to make all necessary filings necessary and to resort to all applicable instances to safeguard the rights of the Company under current laws and under the terms of the decision rendered by the Supreme Court of Justice of Argentina on 29 October 2013.
Attached hereto is a free translation of the minutes of the above-mentioned meeting of the Board of Directors. The Company is in the process of translating the full text of Resolution No. 1121-AFSCA/14 and will make the translation available as soon as the translated document is ready. The original Spanish language version of Resolution No. 1121-AFSCA/14 is available at Grupo Clarín Investor Relations website (http://www.grupoclarin.com/IR/files//Comunicados-Prensa/2014/AFSCA%20Ced%20Notificación%209%20oct%202014.pdf).
Enquiries:
In Buenos Aires:
Alfredo Marín/Agustín Medina Manson
Grupo Clarín
Tel: +5411 4309 7215
Email: investors@grupoclarin.com
In London:
Alex Money
Jasford IR
Tel: +44 20 3289 5300
Email: alexm@jasford.com
In New York:
Melanie Carpenter
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
FREE TRANSLATION
Minutes of the Meeting of the Board of Directors No. 288: In the City of Buenos Aires, on the 9th day of the month of October 2014, at 18.00 hours, the Board of Directors of Grupo Clarín S.A. meets at the Company's headquarters on calle Piedras 1743, Federal Capital, with the presence of Messrs. Directors Jorge Carlos Rendo, Sebastián Bardengo, Pablo César Casey, Héctor Mario Aranda, Saturnino L. Herrero Mitjans, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Sebastián Salaber and Luis María Blaquier and of the undersigned members of the Supervisory Committee. The Chairman, Mr. Jorge Carlos Rendo, opens the meeting and submits the following point of the agenda to the consideration of those present: Notification of Resolution No. 1121/AFSCA/2014 of 8 October 2014 (the "Resolution") issued under File No. 3002/13. The Chairman speaks and states that at 13 hours of that day, the Company was served notice of the Resolution, whereby the Audiovisual Communication Services Federal Enforcement Authority (AFSCA) "rejected the spinoff projects of Grupo Clarín S.A. and of Cablevisión S.A., the formation of the foreign trusts and the transfers proposed by Grupo Clarín S.A., ARTEAR S.A., Cablevisión S.A. and Radio Mitre S.A., initiating the Ex-Officio Transfer procedure pursuant to Section 1, subsection a) of Annex I or Resolution No. 2206/AFSCA/12", and compelled the Company, Arte Radiotelevisivo Argentino S.A., Radio Mitre S.A. and Cablevisión S.A. to inform, in the term of fifteen days: a) if all of the services and registrations detailed in the list that was disclosed under Annex III of Action No. 22253 AFSCA/2013 are owned and or exploited by said companies, indicating which [of such services and registrations] are not their property and/or are not exploited; b) the detail of any licenses owned or exploited by such companies that may not have been included under Annex III of Action No. 22253 AFSCA/2013; c) the assets affected to each license and/or services that do not appear on the list identified as "list of assets affected to the service", indicating additionally whether or not the inclusion of any such assets may not be appropriate. The Resolution notes that failure to do so will be sanctioned pursuant to Section 5º of Annex I of Resolution No. 2206/AFSCA/12. The Resolution additionally requests the intervention of the National Appraisals Court. The Chairman continues by saying that the Resolution, as was the case of Resolution 902/AFSCA/2014 that was duly considered by this Board of Directors, is contrary to the orders of the Supreme Court of Argentina, which in its decision rendered on 29 October 2013 in re "Grupo Clarín and others v. National Government re/ declarative action", stated that in order for the purposes of Law 26,522 (the "ACSL") to be fulfilled, the application of this law had to be carried out by and independent technical agency and under equal conditions for all subjects that fall under its scope, highlighting additionally that these issues were crucial to safeguard the constitutional rights to equality and freedom of expression and of the press. The Resolution is manifestly inapplicable, it was considered by the Board of the Agency even though it had not been included in the agenda (sobre tablas) and without analysis. For that reason, the only two directors who do not belong to the governing party (oficialismo) abstained from voting on the Resolution. This event falls within the framework of the government's unprecedented persecution campaign against Grupo Clarín S.A. and in general against all dissident voices, and constitutes a violation of the right to freedom of expression and of the press, as this Company has repeatedly denounced before the administration and the courts. Mr. Sabbatella's continued threats of initiating the ex-officio transfer procedure in spite of all the acts and filings made by the Company in order to comply with the law, have materialised. This Resolution is yet another proof of the selective application of the ACSL that AFSCA makes with respect to the subjects that are within the scope of the procedure to conform [media companies to the ACSL], bringing to the forefront the flagrantly discriminatory and persecutory treatment that the Administration dispenses to the Company and its shareholders, especially given that to date there are numerous media groups whose plans to conform to the ACSL have not been discussed by the Board of Directors of AFSCA and others that have not implemented their plans. However, less than a year after the Company and its subsidiaries filed their Voluntary Plan to Conform to the ACSL, said plan is rejected by AFSCA on the basis of fallacious arguments and gross errors in the appreciation of the facts and of applicable law. Next, the Chairman invites the legal counsel to the Company, Dr. María de los Milagros Páez, to speak. Dr. Páez explains to those present the vices and irregularities of the Resolution, and reiterates that [the Company's] proposal was that Units 1 and 2, as evidenced in the File, be owned by absolutely different shareholders that do not have any cross participations among them, which implies unrestricted compliance with the law. Furthermore, the counsellor points out that even though the [AFSCA's] objections were inapplicable, the Company communicated the shareholders' intention to remove from the trusts that will be created, the trustees observed by AFSCA, in order to remedy the observation made by that Administration, but AFSCA did not consider or say anything in that respect. Finally, Dr. Páez says that in the Resolution, [AFSCA] objects to the existence of clauses that condition the divestments. Such clauses are absolutely commonplace and standard in asset purchase and sale transactions that have extended terms for payment and seller financing. Additionally, AFSCA objects to the formation of the foreign trusts on the basis of fallacious, untenable and contradictory arguments that lack any substance to support the decision that was adopted. In light of all of the above, the Board of Directors decides unanimously to take note of the Resolution and to instruct the Company's counsel to make all the filings that may be necessary and to resort to all applicable instances to safeguard the rights of the Company under current laws and under the terms of the decision rendered by the Supreme Court of Justice of Argentina that was quoted above, as well as [to safeguard] the fulfilment of the Plan to Conform the Company to the ACSL that was formally approved by AFSCA and that complies strictly with the ACSL. With no further items to discuss, the meeting is adjourned at 19.00 hours.
Directors: Jorge Carlos Rendo, Sebastián Bardengo, Pablo César Casey, Héctor Mario Aranda, Saturnino L. Herrero Mitjans, Ignacio Rolando Driollet, Lorenzo Calcagno, Alberto César Menzani, Sebastián Salaber and Luis María Blaquier.
Supervisory Committee: Raúl Antonio Morán, Pablo San Martin, and Miguel Angel Mazzei.