9 Mar 2016 17:48
GRUPO CLARIN S.A.
National Communications Agency Authorises Transfer
On 8 March 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that its subsidiary Cablevisión S.A. had been served notice of Resolution No. 280 ENACOM/16, issued by the Argentine ENTE NACIONAL DE COMUNICACIONES (National Communications Agency or ENACOM), whereby that agency authorised the change in the equity participations of NEXTEL COMMUNICATIONS ARGENTINA S.R.L. in favour of Cablevisión S.A..
Attached as Exhibit A is a free translation of the relevant sections of Resolution No. 280 ENACOM/16.
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
Exhibit A
FREE TRANSLATION
"2016 - Year of the Bicentennial of the Declaration of Independence"
280
National Communications Agency
Buenos Aires, 7 MAR 2016
HAVING REVIEWED FILE EXPMINFRAVI EX Nº 1082/2000 of the Registry of the MINISTRY OF INFRASTRUCTURE AND HOUSING, and
WHEREAS:
[Recitals 1 - 3 intentionally omitted]
Within the framework of file EXPAFTIC 3603/2015 GRUPO CLARIN S.A., CABLEVISIÓN S.A. and NEXTEL stated that NII MERCOSUR TELECOM S.L.U. and NII MERCOSUR MÓVILES S.L.U. accepted an offer by GRUPO CLARÍN S.A. to acquire FORTY NINE PER CENT (49%) of the shares of NEXTEL and an option to acquire the remaining FIFTY ONE PER CENT (51%), and that the rights and obligations of said offer were assigned by GRUPO CLARÍN S.A. to CABLEVISIÓN S.A., including the option to acquire the remaining FIFTY ONE PER CENT (51%) together with its subsidiary TELEVISIÓN DIRIGIDA S.A.
[Recitals 5 - 9 intentionally omitted]
From the combination of the provisions of Sections 13 and 92 of Law No. 27,078, the change in equity control is framed under the provisions of Section 10.1.l) of the License Rules for Telecommunication Services, approved by Annex I of Decree No. 764/00, because it is a change in the equity participations that entails a change of control and has consequences over a telecommunication service provider.
The relevant Technical Areas have issued their opinions, and their interventions describe the fulfilment of the requirements set forth under the abovementioned License Rules for the authorisation of the change in the equity participations, without prejudice of the note made by the competent area of the General Direction of Administration and Finances with respect to the right to demand compliance, once the filings made by the licensee are resolved, of the obligations informed therein.
The authorisation for the change of control is granted, pursuant to Section 13 of Law No. 27,078, without prejudice to the fulfilment of the requirements set forth under [Antitrust] Law No. 25,156.
[Recitals 13 - 20 intentionally omitted]
Therefore,
THE PRESIDENT OF THE NATIONAL COMMUNICATIONS AGENCY
RESOLVES:
ARTICLE 1º.- TO AUTHORISE the change in the equity participations of NEXTEL COMMUNICATIONS ARGENTINA S.R.L. in favour of Cablevisión S.A., in the terms provided under the recitals.
ARTICLE 2º.- The licenses and registries granted, as well as the authorisations for the use of frequencies and allocation of resources of number signalling that may have been granted to NEXTEL COMMUNICATIONS ARGENTINA SOCIEDAD ANÓNIMA are deemed registered under the name of NEXTEL COMMUNICATIONS ARGENTINA SOCIEDAD DE RESPONSABILIDAD LIMITADA (CUIT 30-67877531-9).
ARTICLE 3º.- Let the interested parties be notified, as provided under Article 11 of the National Administrative Procedures Law No. 19,549, and pursuant to the terms and scope provided under Article 40 and corresponding Articles of the Rules of Administrative Procedure, Decree No. 1,759/72, as Restated in 1991
ARTICLE 4º.- [Let this Resolution be] COMMUNICATED, published, given to the National Direction of the Official Registry and filed.
ENACOM RESOLUTION Nº 280
/S/ Miguel Angel De Godoy
President
National Communications Agency