18 May 2010 09:30
18 May 2010
GRUPO CLARIN S.A.
Court of Appeals Partially Confirms Injunction
On 14 May 2010, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 13 May 2010, Chamber No. 1 of the Federal Court of Appeals on Civil and Commercial Matters confirmed, in part, an existing injunction that suspended the application of certain sections of the new Audiovisual Communication Services Law No. 26,522.
Attached hereto is a free translation of the relevant parts of the decision rendered on 13 May 2010 [and the relevant Sections of Law No. 26,522].
Enquiries:
In Buenos Aires:
Alfredo Marín/
M. Julia Díaz Ardaya/Alejandro Yu
Grupo Clarín
Email: investors@grupoclarin.com
In London:
Alex Money/Lorna Ellen
Temple Bar Advisory
Tel: +44 20 7002 1080
Email: clarin@templebaradvisory.com
In New York:
Melanie Carpenter/Peter Majeski
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: clarin@i-advize.com
FREE TRANSLATION
National Judicial Branch
File No. 8836/09-S. I.-"Grupo Clarín S.A. and others, about Injunctions"
Court No. 1
Secretariat No. 1
Buenos Aires, 13 May 2010
AND HAVING REVIEWED
The appeal filed by the National State - Chief of the Cabinet of Ministers against the decision rendered on 7 December 2009 (pp. 286/292), which was granted on 28 December 2009, and was grounded on the grievances expressed on pp. 455/476, and responded by claimants on pp. 488/521,
[Recitals Intentionally Omitted]
Therefore, having heard the Attorney General before this Court of Appeals, the Court DECIDES: to confirm the decision under appeal, to the extent it orders the suspension of the application of Section 161 of Law No. 26,522 with respect to the claimant companies, and to revoke it in connection with Section 41 of Law No. 26,522.
Dr. Martín Diego Farrell does not sign this decision on account of the recusation without cause filed on pp. 455/477 by the National State (admitted by the decision on pp. 535/536.
[…]
Signed: María Susana Nujurieta; Francisco de las Carreras
Commercial and Civil Chamber No. 1
Registered on No. 533, Vol. 282
Book of Decisions
Signed Magdalena Pico (Prosecretary)
FREE TRANSLATION [footnotes omitted]
AUDIOVISUAL COMMUNICATION SERVICES
LAW NO. 26,522
Regulating Audiovisual Communication Services throughout the territory of the Republic of Argentina
Approved: 10 October 2009
Enacted: 10 October 2009
[…]
SECTION 41 - License transfers. Audiovisual communication service authorisations and licenses are not transferable.
Exceptionally, authorisation is granted to the transfer of shares or partnership interests in the licenses [sic] after the fifth anniversary of the term of the license and when such transaction is necessary for the continuity of the service, subject to the maintenance by the original holders of the license of more than fifty per cent (50%) of paid-in or to-be-paid-in capital, and representing more than fifty per cent (50%) of the corporate will. Such transfer shall be subject to prior verification by the implementing authority, which shall issue a grounded resolution authorising or rejecting the requested transfer, taking into account the fulfilment of the requirements for its award and the maintenance of the conditions that motivated such award.
Any transfers made without due and prior approval shall be punished with the statutory revocation of the license and shall be absolutely null and void.
Non-profit entities. Licenses awarded to private non-profit providers are not transferable.
[…]
SECTION 161 - Adjustment. The holders of licenses relating to services and registers regulated hereunder, which at the time of this act's enactment do not meet or fulfil the requirements provided herein, or the entities that at the time of entry into force of this act hold a greater number of licenses or have a corporate composition that is different from that allowed hereunder, shall adjust to the provisions hereof within a term of no more than one (1) year after the implementing authority has established the transition mechanisms. Upon expiration of such term, [such holders or entities] will be subject to the measures applicable-in each case-to breaches hereof.
Only for purposes of the adjustment provided hereunder, license transfers shall be permitted. The last paragraph of Section 41 will apply.