30 Sep 2015 07:32
GRUPO CLARIN S.A.
Federal Authority for Information Technologies
and Communications issues Resolutions
On 29 September 2015, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that it had learned of the issuance of Resolutions Nos. 325/2015 and 326/2015 by the Federal Authority for Information Technologies and Communications ("AFTIC," for its Spanish acronym).
Attached below are free translations of the relevant portions of AFTIC Resolutions 325/2015 and 326/2015.
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
FEDERAL AUTHORITY FOR INFORMATION
TECHNOLOGIES AND COMMUNICATIONS
Resolution 325/2015
Buenos Aires, 24/09/2015
HAVING REVIEWED Files Nos. 5436/2001 and 5433/2001, the TRICNCACG No. 13/2014, all in the Records of the former NATIONAL COMMUNICATIONS SECRETARIAT then under the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENT AND SERVICES, Law No. 27,078 entitled "Digital Argentina", Decrees Nos. 764 dated 3 September 2000, 677 dated 28 April 2015, 1,117 dated 12 June 2015, Resolution No. 235 dated 23 July 2001 of the former COMMUNICATIONS SECRETARIAT, then under the MINISTRY OF INFRASTRUCTURE AND HOUSING, Resolution No. 262 dated 15 September 2005, of the former COMMUNICATIONS SECRETARIAT under the MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENT AND SERVICES,
WHEREAS
The above files and the files reviewed within the framework of TICNCACG No. 13/2014 show that NEXTEL COMMUNICATIONS ARGENTINA SRL-hereinafter also, NEXTEL-was granted authorizations for the use of channels to render Radioelectric Trunking Services [Servicios Radioeléctricos de Concentración de Enlaces] (SRCE), within the framework of Resolution No. 235 dated as of 23 July 2001 of the former COMMUNICATIONS SECRETARIAT, then under the MINISTRY OF INFRASTRUCTURE AND HOUSING.
Upon expiration of such grants, the licensee admitted in several filings that the terms had expired, and requested an extension of TEN (10) years.
[REMAINING RECITALS INTENTIONALLY OMMITTED]
Therefore,
THE DIRECTORATE OF THE FEDERAL AUTHORITY FOR INFORMATION TECHNOLOGIES AND COMMUNICATIONS RESOLVES:
ARTICLE 1º - The extension requests made by NEXTEL COMMUNICATIONS ARGENTINA LIMITED LIABILITY COMPANY [SOCIEDAD DE RESPONSABILIDAD LIMITADA] (TAX ID. NO. 30-67877531-9) for the grants and authorizations that have expired, within the framework of the files detailed in the Exhibit are hereby rejected because [such grants and authorizations] should not be extended [por no corresponder].
ARTICLE 2º - The use of the pairs of channels in the quantities identified in the ANNEX hereto are hereby cancelled due to the expiration of their grants and authorizations.
ARTICLE 3º - The competent areas are hereby granted intervention, so that they may intervene as may correspond in order to proceed with the implementation of [this resolution].
ARTICLE 4º - Let the interested party be notified pursuant to Article 11 of the National Law on Administrative Procedures No. 19,549 and in accordance with the terms and scope provided under Article 40 and related articles of the Rules of Administrative Procedures Decree No. 1,759/1972, as restated in 1991.
ARTICLE 5º - Let this resolution be communicated, published, given to the National Direction of the Official Registry and filed. - NORBERTO BERNER, President of the Board of Directors of the Federal Authority for Information Technologies and Communications.
[Annex intentionally omitted from translation]
FEDERAL AUTHORITY FOR INFORMATION
TECHNOLOGIES AND COMMUNICATIONS
Resolution 325/2015
Buenos Aires, 24/09/2015
HAVING REVIEWED File No. 3603/2015 of the Registry of the FEDERAL AUTHORITY FOR INFORMATION TECHNOLOGIES AND COMMUNICATIONS, a decentralized and autarchic agency within the NATIONAL EXECUTIVE BRANCH,
WHEREAS:
On 17 September 2015 the attorneys-in-fact of GRUPO CLARÍN S.A., CABLEVISIÓN S.A. and NEXTEL COMMUNICATIONS ARGENTINA S.R.L. appeared before this Federal Authority in order to recuse members of the Board of Directors, warning accidentally that they make it known to this agency "…solely for information purposes given the media transcendence that the matter has acquired and in order to clear any doubts that may have arisen in connection with the scope of the transaction that was carried out, that:
(i) On 14 September 2015, NII MERCOSUR TELECOM S.L.U. and NII MERCOSUR MÓVILES S.L.U., two sole ownership limited companies organized under the laws of Spain, accepted an offer from Grupo Clarín for the acquisition of 49% of the shares of NEXTEL COMMUNICATIONS ARGENTINA S.R.L. ("NEXTEL") and an option to acquire the remaining 51%, subject to the fulfilment of certain conditions,
(ii) The rights and obligations arising from such offer were assigned by GRUPO CLARÍN S.A. to CABLEVISIÓN S.A., including to acquire 51%, together with its subsidiary Televisión Dirigida S.A…."; adding that "...in due course the information required under Article 9.1 of Decree 764/00 for the proceeding set forth under article 9.1 of Decree No. 764/00 for the proceeding provided under Subsection m) of Section 10.1 of such Decree…" will be completed.
In light of the above, this Federal Authority extracted a copy of the filing and initiated these proceedings, because the company NEXTEL COMMUNICATIONS ARGENTINA S.R.L. (CUIT 30-67877531-9) is a telecommunications service licensee, and a change in the corporate equity has occurred.
[Remaining recitals Intentionally Omitted]
Therefore,
THE DIRECTORATE OF THE FEDERAL AUTHORITY FOR INFORMATION TECHNOLOGIES AND COMMUNICATIONS RESOLVES:
ARTICLE 1º - It is hereby established that the transaction executed on 14 September 2015, and its supplementary acts, identified in the recitals of this resolution, pursuant to which NEXTEL COMMUNICATIONS ARGENTINA SOCIEDAD DE RESPONSABILIDAD LIMITADA (CUIT 30-67877531-9) has sold 49% of its equity capital, granting an option for the remaining 51%, results in a violation of article 13 of Law No. 27,078, because it was executed without the prior authorization by this FEDERAL AUTHORITY FOR INFORMATION TECHNOLOGIES AND COMMUNICATIONS.
ARTICLE 2º - The company NEXTEL COMMUNICATIONS ARGENTINA SOCIEDAD DE RESPONSABILIDAD LIMITADA (CUIT 30-67877531-9) is hereby compelled to render without effect within THIRTY (30) DAYS the abovementioned transfer of membership quotas referred to under Article 1º hereof, pursuant to Article 16.3.1 of Annex I of Decree No. 764/2000.
ARTICLE 3º - Let the interested parties be notified pursuant to Article 11 of the National Law on Administrative Procedures No. 19,549 and in accordance with the terms and scope provided under Article 40 and related articles of the Rules of Administrative Procedures Decree No. 1,759/1972, as restated in 1991.
ARTICLE 4º - Let notice be served on the AUDIOVISUAL COMMUNICATION SERVICES FEDERAL ENFORCEMENT AUTHORITY, the NATIONAL ANTITRUST COMMISSION, and the ARGENTINE SECURITIES COMMISSION.
ARTICLE 5º - Let this resolution be communicated, published, given to the National Direction of the Official Registry and filed. - NORBERTO BERNER, President of the Board of Directors of the Federal Authority for Information Technologies and Communications.
E. 25/09/2015 Nº 150669/15 V. 25/09/2015