29 Feb 2016 07:00
GRUPO CLARIN S.A.
National Communications Agency Reviews Decision
On 25 February 2016, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that on 22 February 2016 the Argentine ENTE NACIONAL DE COMUNICACIONES (National Communications Agency or ENACOM) had issued Resolution No. 133, whereby that entity admitted, in part, the recourse filed by the Company and its subsidiary Cablevisión S.A. against Resolution No. 326/2015 of the former Federal Authority for Information Technologies and Communications ("AFTIC").
Attached as Exhibit A is a free translation of the relevant sections of Resolution No. 133.
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"
National Communications Agency
133
Buenos Aires, 22 FEB 2016
HAVING REVIEWED file No. 3,603/2,015 of the register of the former NATIONAL COMMUNICATIONS COMMISSION, a decentralised agency of the former COMMUNICATIONS SECRETARIAT, then dependent of the former MINISTRY OF FEDERAL PLANNING, PUBLIC INVESTMENT AND SERVICES, "Digital Argentina" Law No. 27,078, Decree No. 267 of 29 December 2015, Resolution No. 326 dated 24 September 2015 of the former FEDERAL AUTHORITY OF INFORMATION TECHNOLOGIES AND COMMUNICATIONS, and
WHEREAS:
[Recitals 1 - 31 intentionally omitted]
Having re-examined the file, we note that there is no evidence in these proceedings of the occurrence of the factual circumstances that configure a change of corporate control referred to under the regulations as giving rise to the need for administrative authorization; and there is also [no evidence] that, if [such circumstances] has occurred, the Authority has acted following the regulated procedures [applicable to] the case.
It is evident that the former FEDERAL AUTHORITY OF INFORMATION TECHNOLOGIES AND COMMUNICATIONS did not compel, as would have corresponded if it had started from the premise that the transaction involved a change of control, the companies to file the necessary information for its analysis and processing. Instead, with no further consideration, it considered [the transaction] to be in violation of the provisions of article 13 of Law No. 27,078.
In other words, in light of the situation, the natural procedure that such Authority should have followed consisted in requiring the interested companies to file the necessary documents to proceed with its analysis in light of the current regulatory framework.
Additionally, we highlight that Decree No. 267/2015 amended said article 13. Its current language is the following: "Licensees shall obtain authorization from ENACOM in order to make any changes in share participations of membership interests in companies [that hold licenses], that involve the loss of corporate control as defined under article 33 of the General Companies Law No. 19,550, as Restated in 1984 and as amended, without prejudice to the [requirement to comply with] Law No. 25,156. The transfers of licenses and of share participations or membership interests of licensee companies shall be deemed closed subject to (ad referendum) the approval of ENACOM, and shall be communicated within THIRTY (30) days after their closing. If ENACOM has not expressly rejected the transfer within NINETY (90) days of its communication, [such transfer] shall be deemed tacitly approved, and the relevant party may request registration [of the license] under its name. In the event of observations, the referred term shall be counted as from the date that such observations have been resolved, with the same effects. The execution of the transfer agreement without the corresponding express or tacit approval, shall be sanctioned with the automatic revocation of the awarded license, with prior notice by ENACOM."
[Recital 36 intentionally omitted]
We also indicate that by means of TREENACOM 2,012/2,016 the companies CABLEVISIÓN S.A: and NEXTEL COMMUNICATIONS ARGENTINA SRL appreared before this agency in order to request approval of the change of control of NEXTEL, consisting in the transfer of its membership interests representing 51.40% of the capital stock and votes in favour of CABLEVISIÓN.
Consequently, given the new regulations and the elements provided by the interested parties after the issuance of Resolution AFTIC No. 326/2,015 it is relevant to reconsider the situation in connection with this point.
[Recital 38 intentionally omitted]
We must note that to render the challenged resolution without effect only implies that the relevant areas will be instructed to analyse whether or not the documents filed under TREENACOM 2,012/2,016 satisfy the requirements of the regulations in force on the matter for the transfer of the equity that was disclosed.
In fact, the analysis required under the regulations had not been completed in due form, therefore this reconsideration cannot move on to authorise the entry of the company CABLEVISIÓN S.A:, which authorisation that firm has now requested through the abovementioned TREENACOM 2,012/2,016.
In that regard, the requirements provided under the regulations for changes in equity control must now be analysed by the relevant technical Areas of this National Agency and, if applicable, [this Agency must] enforce compliance with the provisions of the current regulatory framework.
[Recitals 42 - 45 intentionally omitted]
Therefore,
THE PRESIDENT OF THE NATIONAL COMMUNICATIONS AGENCY
RESOLVES:
ARTICLE 1º.- The recourses for reconsideration filed by NEXTEL COMMUNICATIONS ARGENTINA SOCIEDAD DE RESPONSABILIDAD LIMITADA; GRUPO CLARÍN SOCIEDAD ANÓNIMA and CABLEVISIÓN SOCIEDAD ANÓNIMA against Resolution AFTIC No. 326, dated 24 September 2015 are hereby admitted in part, on the grounds and to the extent set forth in the recitals.
ARTICLE 2º.- Let the interested parties be notified, as provided under Article 11 of the National Administrative Procedures Law No. 18,549, 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 3º.- [Let this Resolution be] registered, communicated and filed.
ENACOM RESOLUTION Nº 133
/S/ Miguel Angel De Godoy
President
National Communications Agency