21 Aug 2014 07:58
GRUPO CLARIN S.A.
Grupo Clarín Completes Steps Towards Compliance with Media Law
On 19 August 2014, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission and the Buenos Aires Stock Exchange that the Company had filed a note with the Audiovisual Communication Services Law Federal Enforcement Authority ("AFSCA", for its Spanish acronym) stating that it had completed in full all actions required of the Company and necessary to implement the Plan to Conform the Company [to the Audiovisual Communication Services Law], which was declared admissible pursuant to Resolution No. 193/AFSCA/2014
Attached hereto is a free translation of the relevant sections of the note filed with AFSCA.
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
PRESENTATION. [GRUPO CLARIN S.A.] INFORMS COMPLIANCE IN DUE TIME AND FORM OF THE PROPOSAL TO CONFOM [GRUPO CLARIN TO THE AUDIOVISUAL COMMUNICATION SERVICES LAW] THAT WAS DECLARED ADMISSIBLE PURSUANT TO RESOLUTION NO. 193/AFSCA/2014. [GRUPO CLARIN S.A.] REQUESTS THAT THAT AGENCY ORDER AND COMPEL THE REMAINING AGENCIES INTERVENING IN THE PROCESS TO ISSUE THE ADMINISTRATIVE ACTS NECESSARY TO CONCLUDE THE PROCESS. [GRUPO CLARIN S.A.] REQUESTS THAT THE INAPPLICABLE ORDER ISSUED UNDER RESOLUTION NO. 902/AFSCA 2014 BE DEEMED RESPONDED AND THAT AFSCA ACKNOWLEDGE THE RESERVATIONS MADE HEREIN.-
Buenos Aires, 15 August 2014
[Note: A stamp affixed by the Audiovisual Communication Services Law Federal Enforcement Authority assigns this note the Number 00017758 and acknowledges receipt on 19 August 2014, at 10.23.]
To the
Audiovisual Communication Services Law Federal Enforcement Authority
Re: File No. 3002/AFSCA/2013
Dear Sirs,
I, María de los Milagros Páez, in my capacity as attorney-in-fact of Grupo Clarín S.A., Arte Radiotelevisivo Argentino S.A., Radio Mitre S.A. and Cablevisión S.A., having submitted evidence of such capacity in this file, and maintaining my domicile for purposes of this file at Ave. Juana Manso 205, 1st Floor, of the City of Buenos Aires, hereby appear before this Agency within the framework of the process to conform [these companies to the Audiovisual Communication Services Law], which was declared formally admissible pursuant to Resolution No. 193/AFSCA/2014, in order to communicate the following:
I. Purpose.-
This filing has the purpose of communicating to this Agency that on 15 August 2014, my principals have completed, in due time and form, all acts necessary towards execution of the Proposal to Conform [their respective companies] to the Audiovisual Communication Services Law] that was declared admissible pursuant to Resolution No. 193/AFSCA/2014.
Therefore, they hereby request that this Agency order and resolve all prior acts that are necessary to complete the process, including an extension of the term to execute the proposal for as long as it takes the Administration to analyse and instrument such prior acts.
Additionally, we hereby request that that Agency compel the other government agencies that must necessarily intervene in the proposal, to issue all authorisations that are required prior to its final implementation, in order to make such implementation possible.
Finally, [we hereby request] that that Agency deem responded its inapplicable order issued to my principals pursuant to Resolution No. 902/AFSCA/2014, given that through this act, my principal certifies that it has completed all acts necessary to implement the Proposal to Conform [their respective companies] to the Audiovisual Communication Services Law] that was declared admissible pursuant to Resolution No. 193/AFSCA/2014, in the terms in which it was approved.
II. List of the main actions carried out to execute the process of conforming [the companies to the Audiovisual Communication Services Law].-
Below is a list of the main actions carried out by Grupo Clarín S.A. (hereinafter Grupo Clarín), Cablevisión S.A. (hereinafter Cablevisión), Arte Radiotelevisivo Argentino S.A. (hereinafter ARTEAR) and Radio Mitre S.A. (hereinafter Radio Mitre), all of them parties to the Proposal to Conform [to the Audiovisual Communication Services Law] that was later declared admissible pursuant to Resolution No. 193/AFSCA/2014, as well as by GC Minor S.A., Inversora de Eventos S.A., Bariloche TV S.A., Diario Los Andes Hermanos Calle S.A., Pem S.A. and other subsidiaries of Cablevisión, for the purpose of executing the Proposal to Conform [to the Audiovisual Communication Services Law] submitted by my principals:
· On 18 February 2014, i.e. the same day that the admissibility of the Proposal was notified, the Board of Directors of Grupo Clarín called an Extraordinary Shareholders' Meeting for 20 march 2014 in order to consider, among others, the following points of the agenda: 1) Consideration Resolution No. 193/AFSCA/2014 issued by the Audiovisual Communication Services Law Federal Enforcement Authority; 2) Instruction to the Board of Directors to begin with the implementation of the Proposal, including the proposal of those transactions and corporate reorganisations required to such end; 3) Appointment of representatives of the Company to vote in favour of the Proposal at the subsidiaries' shareholders meetings. For that reason, all the subsidiaries of Grupo Clarín that appeared under the Proposal also proceeded the same way, as well as other subsidiaries that were indirectly affected by the Proposal. All of these actions were notified under Filing No. 4186 dated 11 March 2014.
· Under Filings Nos. 4809/14, 4811/14, 7126/14 and 8961/14, various presentations were made before AFSCA reserving rights and making statements relating to the interpretation of certain recitals of AFSCA Resolution No. 193/2014 with respect to the decisions [of that Agency] relating to:
o Subscription television services that use the radioelectric spectrum that will be discontinued as a consequence of the proposal;
o That portion of the radioelectric spectrum that is accumulated provisionally to the radioelectric services that were selected in certain locations.
o The statement relating to the maintenance of the signal METRO in Cablevisión pursuant to Resolution No. 193/AFSCA/2014.
o Restatement of the original proposal with respect to the services rendered in Necochea, La Dulce, Lobería, Monte de los Gauchos, Godoy and Rawson, the approval of which was notified pursuant to Note No. 263/AFSCA/DGAJyR/SGAJ/2014.
· As a consequence of the issuance of AFSCA Resolution No. 193/2014, on 12 March 2014, Cablevisión purchased Bidding Forms to acquire certain licenses, in those cases in which, as a consequence of the process of license consolidation that was implemented, locations that used to be authorized as zone extensions, now become license heads as a consequence of the proposal, and also in cases of total expiration of the term that was originally granted for the license.
· Through several filings before AFSCA, [the companies] made:
o Presentations urging [that Agency] to authorise the subscription television services that, as a consequence of the Proposal, will not be affected in their ownership, which to date are still pending resolution;
o Multiple presentations with authorisation certificates, so that the subscription television licenses may be authorised under their new ownership structure.
· Within the framework of the process to conform [the companies to the Audiovisual Communication Services Law], we also requested the authorisation of the service and extension of the term of the licenses of Radio Mitre S.A. corresponding to: FM Mendoza, FM Tucumán, FM Santa Fe and the Córdoba AM.
· Additionally, we obtained from the subsidiaries of Cablevisión a ratification of the proposal submitted by Cablevisión, and evidence of that circumstance was filed with AFSCA under Filing No. 5419/2014 pursuant to AFSCA Resolution No. 193/2014. The ratifications received to date are the following:
o Tres Arroyos Televisora Color S.A.;
o Indio Rico Cable Color S.A.;
o Copetonas Video Cable S.A.;
o Cable Video Sur S.A. (under transformation);
o Dorrego Televisión S.A.;
o Wolves Televisión S.A.
We have also obtained ratifications of the proposal submitted by Cablevisión from La Capital Cable S.A. and Otamendi Cable Color S.A. (under transformation).
Cablevisión, in turn, has made all filings necessary in order to obtain ratification of the Proposal to Conform [the company to the Audiovisual Communication Services Law] from Teledifusora San Miguel Arcángel S.A. and Ver TV S.A., notwithstanding which, neither company has yet made any statements in that regard.
· On 20 March 2014 the Shareholders of Grupo Clarín met at a General Extraordinary Shareholders Meeting, at which they decided: (i) to approve formally and in its entirety the Proposal to Conform [the Company to the Audiovisual Communication Services Law] that was declared formally admissible pursuant to AFSCA Resolution No. 193/2014, (ii) to authorise and instruct the Board of Directors to commence with the tasks to implement the Proposal to Conform [the Company to the Audiovisual Communication Services Law] in order to allow its completion within the 180-day term granted pursuant to AFSCA Resolution No. 193/2014, or before if possible, (iii) to grant the Board of Directors the broadest powers to consider, carry forward and submit to the competent authorities all such transactions and corporate reorganisations as the Board may deem most appropriate and convenient according to the circumstances for the fulfilment of the Proposal to Conform [the Company to the Audiovisual Communication Services Law], and (iv) to appoint representatives of the Company to vote in favour of the Proposal at the subsidiaries' shareholders meetings, with the broadest powers.
· Subsequently, the Board of Directors of Grupo Clarín, at its meeting of 25 April 2014, acknowledged the content of the notes sent by the shareholders EHLN Grupo Clarín New York Trust, HHM Grupo Clarín New York Trust, LRP Grupo Clarín New York Trust, Aranlú S.A. and José Antonio Aranda, whereby they asked that [the Board] evaluate the spin-off of Grupo Clarín in two listed entities, one that would keep Unit I and the other one Unit II, as defined under the Proposal to Conform [the Company to the Audiovisual Communication Services Law]. This was evidenced before AFSCA under Filing No. 9561/2014.
· On 13 May 2014, the Board of Directors of Grupo Clarín approved the spin-off of the Company under the terms described in the spinoff prospectus that was prepared for that purpose.
· In turn, continuing with the tasks to execute the Proposal to Conform [Cablevisión to the Audiovisual Communication Services Law], filed by Cablevisión, its Board decided on 13 May 2014 to approve the spinoff proposal and formally request the Argentine Securities Commission for its administrative approval of its spinoff, its split into three different and independent companies, the resulting reduction in its equity and amendment of its bylaws. The Board of Directors of Cablevisión also approved the special spinoff balance sheets and the spinoff prospectus prepared for that purpose. This was evidenced before AFSCA under Filing No. 9439/2014.
· On 14 May 2014, Grupo Clarín Requested the Argentine Securities Commission its administrative approval of the spinoff and filed the spinoff prospectus approved by the Board of Directors at its meeting of the previous day. Also, the Company decided to send a note to all the shareholders that had signed the letters referred to in the Minutes of the Meeting of the Board of Directors of 25 April 2014, and to the owner of the Class C shares, in order for them to state how they would comply fully with the Audiovisual Communication Services Law (both in Unit I and in Unit II), if the Proposal were to be implemented by means of the spinoff described above.
· On 15 May 2014, the Board of Directors of Grupo Clarín acknowledged the letters sent by the shareholders EHLN Grupo Clarín New York Trust, HHM Grupo Clarín New York Trust, LRP Grupo Clarín New York Trust, José Antonio Aranda and Aranlú S.A., where they stated that they would make the necessary transactions so that (i) the direct and indirect shareholders of Grupo Clarín (after the spinoff) will be Aranlú S.A., José Antonio Aranda and LRP Grupo Clarín New York Trust, (ii) the direct and indirect shareholders of the spun off company, Cablevisión Holding S.A. will be HHM Grupo Clarín New York Trust and ELHN Grupo Clarín New York Trust. In their respective letters, GS Unidos LLC and, in turn, the owner of the shares of that company, Mr. Ralph H. Booth II, stated their intention to cooperate with the Company in the implementation of the Proposal to Conform [Cablevisión to the Audiovisual Communication Services Law] and, in particular, with its eventual spinoff. To that end, and if the spinoff is the option that is selected and implemented, Mr. Ralph H. Booth II undertook to reach an agreement with an unrelated third party so that, subject to the approval of the regulatory authorities that may correspond, he may carry out those transactions necessary to cause the spinoff of GS Unidos LLC and reach the following shareholding composition for all Class C Shares of Grupo Clarín (after the spinoff) and the spun off company: (i) the holder of all the Class C Shares of Grupo Clarín (after the spinoff) shall be the existing company GS Unidos LLC, which by that time will be owned by an unrelated third party assignee; (ii) the holder of all Class C Shares of the company spun off Grupo Clarín, Cablevisión Holding S.A., shall be a new limited liability company that will result from the spin off of GS Unidos LLC, organised in the United States of America, that will be wholly owned, directly or indirectly, by Ralph H. Booth II.
· On 15 May 2014, under Filing No. 9440, Grupo Clarín appeared before AFSCA in order to notify that on 14 May 2014 it had appeared before the Argentine Securities Commission to request the administrative conformity for those sections of the Proposal to Conform [Cablevisión to the Audiovisual Communication Services Law] that must be instrumented by AFSCA.
· Also on 15 May 2014, under Filing No. 9439, Cablevisión appeared before AFSCA in order to: i) notify AFSCA that on 14 May 2014 it had appeared before the Argentine Securities Commission to request the administrative conformity with respect to the spinoff process to be instrumented by Cablevisión executing the Proposal, and (ii) pursuant to Article 25 of Law No. 26,522, Cablevisión requests the Audiovisual Communication Services Law to authorize an amendment to the Bylaws of that company.
· On 16 May 2014 and 15 June 2014, pursuant to Filings Nos. 9561 and 11723, and pursuant to Section 27 of the Audiovisual Communication Services Law, the Company appeared before AFSCA to inform the shareholder composition that would result in the Company, in its controlling company, i.e. GC Dominio S.A, in the company to be spun off Grupo Clarín, i.e. Cablevisión Holding S.A., and the latter's controlling company, i.e. CV Holding S.A., which will become in turn the indirect controlling company of Cablevisión if the spinoff process notified on 15 May 2014 eventually occurs.
· On 28 May 2014, under Filing No. 10352, Grupo Clarín appeared before AFSCA to notify that it had received an irrevocable offer from Messrs. Gerardo Martí Casadevall and Christophe DiFalco for the acquisition of a certain number of shares of Cablevisión, such that upon consummation of the spinoff of Cablevisión, they shall grant the offerors the right to receive 60% of the shares to be issued by Cablevisión Spinoff Company 2 (Unit No. III under the Proposal to Conform the Company to the Audiovisual Communication Services Law).
· In turn, on 13 June 2014, under Filing No. 11720-AFSCA/2014, AFSCA was informed that the American citizen Richard Núñez would be the assignee of Ralph Booth's shares in GS Unidos LLC, a shareholder of Grupo Clarín, and he was asked to communicate any observation that Agency may have in that regard prior to the Shareholders' Meeting to be held on 30 June.
· On 25 June 2014, Grupo Clarín, ARTEAR, Radio Mitre and Cablevisión received a Note issued by AFSCA notifying a series of considerations relating to the administrative approval requested to the Argentine Securities Commission relating to the approval process of the spinoff of Grupo Clarín and of Cablevisión, and in connection with the request to amend the Bylaws of Cablevisión, which was responded by my principals on 30 June under Filing No. 12946.
· Both Grupo Clarín and Cablevisión have published the corresponding spinoff notices pursuant to Section 88 of the Argentine Corporate Law.
· On 24 July 2014, under Filing No. 15807, Cablevisión appeared before AFSCA no notify that on 30 June 2014, the shareholders of Cablevisión, gathered at an Extraordinary Shareholders' Meeting, approved unanimously: i) the partial spinoff proposal that had been duly communicated to AFSCA; ii) the partial amendment of the bylaws of Cablevisión, which contemplates the observations made by AFSCA; iii) the creation of two new companies with part of the equity to be spun off; iv) the merger of part of the equity to be spun off with Tres Arroyos Televisora Color S.A., Indio Rico Cable Color S.A., Copetonas Video Cable S.A., Dorrego Televisión S.A., Cable Video Sur (under transformation), and v) the merger of part of the equity to be spun off with La Capital Cable S.A. and Otamendi Cable Color S.A. In the same filing, Cablevisión included the bylaws of the companies to be spun off.
· On 24 July, under Filing No. 15853, Grupo Clarín appeared before AFSCA and notified that at its Extraordinary Shareholders' Meeting of 30 June 2014, which resumed on 11 July 2014, its shareholders approved:
o The partial spinoff proposal that had been communicated under Filing No. 9440/2014 ;
o The irrevocable offer received by the Company and communicated to AFSCA under Filing No. 10352/2014 relating to the acquisition of the shares of Cablevisión necessary to become owner of Cablevisión' Spun Off Company 2;
o The transfer of the assets owned by ARTEAR allocated to Unit 4 in favour of Inversora de Eventos S.A. (hereinafter IESA), and the irrevocable offer to transfer the share participations owned by Grupo Clarín and GC Minor in IESA in favour of a trust to be created;
o The irrevocable offers received by Radio Mitre and Bariloche TV S.A. for the assets that make up Unit No. 5; and
o The irrevocable offers received by ARTEAR and Diario Los Andes Hermanos Calle S.A. for the sale of the assets that make up Unit No. 6.
o Also, the shareholders requested that the approval of the spinoff process initiated by Grupo Clarín and by part of its shareholders in the execution of the Plan to Conform [the Company to the Audiovisual Communication Services Law, be deemed duly evidenced before AFSCA; and that AFSCA also consider that the approval of the offers received by the Company and its Subsidiaries for the purpose of executing the divestments by them undertaken, be also deemed duly evidenced before AFSCA.
· On 25 July 2014, under Filing No. 11720-AFSCA/2014, Grupo Clarín appeared before AFSCA to communicate that at its Extraordinary Shareholders' Meeting called on 30 June 2014, the shareholders approved the irrevocable offer received from Messrs. Martí Casadevall and Christophe DiFalco for the acquisition of a number of shares of the Company, such that after consummation of the spinoff of Cablevisión, offerors shall be granted the right to receive sixty per cent (60%) of the shares to be issued by the Cablevisión Spun Off Company 2 (Unit No. III under the Proposal). They also requested that AFSCA consider that the company has duly informed and provided evidence of the progress made in connection with the divestment undertaken with respect to Unit No. 3 and requested AFSCA to indicate what information the offerors must provide and evidence in order for that Agency to decide with respect to their admissibility.
· In turn, on 15 August 2014, under Filing No. 17743-AFSCA/2014, [Grupo Clarín] informed and provided evidence regarding the acceptance of the Offer for the sound broadcasting service by frequency modulation, in the frequency of 96.5Mhz, LRI436. Channel 243, Category "D" of the city of Bahía Blanca, awarded in favour of Radio Mitre pursuant to Resolution No. 741-COMFER/00, and requested AFSCA to render a preliminary decision relating to the admissibility conditions of the offeror in order to proceed with the effective transfer.
· On the same date, under Filing No. 17747-AFSCA/2014 [Grupo Clarín] informed and provided evidence regarding the acceptance of the offer for the sound broadcasting service by frequency modulation, in the frequency of 92.1 Mhz, LRG435, Category "E" of the city of San Carlos de Bariloche-Province of Río Negro-awarded pursuant to Resolution No. 22-COMFER/08 and requested AFSCA to render a preliminary decision relating to the admissibility conditions of the offeror in order to proceed with the effective transfer.
· On the same date, under Filing No. 17750-AFSCA/2014 [Grupo Clarín] informed and provided evidence regarding the acceptance of the offer for the sound broadcasting service by frequency modulation, in the frequency of 103.1 Mhz, Channel 276, Category "D" of the city of San Carlos de Bariloche, Province of Río Negro, awarded in favour of Bariloche TV S.A. pursuant to Resolution No. 154-COMFER/00 and requested AFSCA to render a preliminary decision relating to the admissibility conditions of the offeror in order to proceed with the effective transfer.
· On the same date, under Filing No. 17749-AFSCA/2014 [Grupo Clarín] informed and provided evidence regarding the acceptance of the offer for the sound broadcasting service by frequency modulation, in the frequency of 99.3 Mhz, Channel 257, LRG435, Category "C" of the city of Santa Fe, Province of the same name, awarded pursuant to Resolution No. 952-COMFER/00 and requested AFSCA to render a preliminary decision relating to the admissibility conditions of the offeror in order to proceed with the effective transfer.
· On the same date, under Filing No. 17746-AFSCA/2014 [Grupo Clarín] informed and provided evidence regarding the acceptance of the offer for the sound broadcasting service by frequency modulation, in the frequency of 99.5 Mhz, Channel 258, Category "C" of the city of San Miguel de Tucumán, Province of Tucumán, awarded in favour of Radio Mitre pursuant to Resolution No. 1325-COMFER/99 and requested AFSCA to render a preliminary decision relating to the admissibility conditions of the offeror in order to proceed with the effective transfer.
· On the same date, under Filing No. 17742-AFSCA/2014 [Grupo Clarín] informed and provided evidence regarding the acceptance of the offer for the participation held by Diario Los Andes Hermanos Calle S.A. in Cuyo Televisión S.A., the latter, owner of LV 83 TV Canal 9 of Mendoza, and requested AFSCA to render a preliminary decision relating to the admissibility conditions of the offerors in order to proceed with the effective transfer.
· On the same date, under Filing No. 17734-AFSCA/2014 [Grupo Clarín] informed and provided evidence regarding the acceptance of the offer for 100% of the participation of ARTEAR and GC Minor S.A. in Teledifusora Bahiense S.A., the latter, owner of LU 81 TV Canal 7 of Bahía Blanca, and requested AFSCA to render a preliminary decision relating to the admissibility conditions of the offeror in order to proceed with the effective transfer.
· On the same date, under Filing No. 17748-AFSCA/2014 [Grupo Clarín] informed and provided evidence regarding the transfer by ARTEAR of 24.999613% of the shares of Canal Rural Satelital S.A. in favour of IESA, and requested that the new share composition of Canal Rural Satelital S.A. be deemed duly informed pursuant to Decree No. 904/2010.
· Under a Filing prior to this filing, [Grupo Clarín] informed and provided evidence regarding the transfer of the signals El Trece Satelital, Volver, Quiero Música en mi Idioma and Magazine by ARTEAR in favour of IESA and requested that the new ownership of such signals be deemed duly informed.
· Under a Filing prior to this filing, [Grupo Clarín] informed and provided evidence regarding the acceptance of the Offer received from 34 South Media LLC with respect to 100% of the shares of IESA pursuant to the arbitrary request issued under Resolution No. 902/AFSCA/2014, therefore rendering without effect the transfer of such assets to a trust, and requested that AFSCA render a preliminary decision authorising such transfer.
We hereby repeat and highlight that the Proposal to Conform [these companies to the Audiovisual Communication Services Law] requires, for its execution, the prior necessary and unavoidable intervention of other government and control agencies in order to carry out the reordering and transfer of the licenses, assets, liabilities and operations undertaken in favour of third parties. My principals stated so in their Proposal to Conform [to the Audiovisual Communication Services Law] that was declared admissible pursuant to Resolution No. 193/AFSCA/2014 and in the spinoff prospectuses filed both by Grupo Clarín and by Cablevisión.
Therefore, [Grupo Clarín] made filings before the various entities/government agencies that must intervene within the framework of the execution of the proposal, as follows:
· Ministry of Economy;
· Secretariat of Trade;
· National Antitrust Commission;
· Argentine Securities Commission;
· AFSCA, under Filing No. 4810/2014, informing the preceding filings.
· In fact, on 18 March 2014, [Grupo Clarín] requested the Argentine Securities Commission to issue its administrative approval with respect to the merger of Cablevisión with Multicanal S.A., Holding Teledigital Cable S.A., and others, and repeated its request after the response received by that commission.
· Also, on 18 March 2014, [Grupo Clarín] requested the National Antitrust Commission, the Ministry of Economy and the Secretariat of Trade, that they revoke Resolutions Nos. SCI 1011/09 and MEyFP 113/2010, so that it may be possible to execute the committed Proposal. That request was responded by the Ministry of Economy under Note MEyFP No. 58/14 dated as of 15 May 2014, where it communicated that "once AFSCA has informed about the identity of the new owners proposed for the licenses by the involved companies, in order to oversee the changes of control and if the circumstances that caused the issuance of the resolutions that [Grupo Clarín] wishes to have revoked have changed, we shall proceed as it may legally correspond". Later, on 17 June 2014, my principals responded to that note repeating the request for the revocation of Resolutions Nos. SCI 1011/09 and MEyFP 113/2010, and additionally requesting the express confirmation that the transaction notified under File No. S01:0373486/2006 has been authorised pursuant to Section 13, subsection a) of Law No. 25,156, and that the unilateral commitment offered by the company and accepted by Resolution No. 257/2007 be deemed fulfilled in order to execute the committed Proposal.
· On 17 March 2014, [Grupo Clarín] communicated to the Secretariat of Communications the issuance by AFSCA of Resolution No. 193/2014 and that, as a consequence of such Resolution, there would be a need for such Secretariat to issue the necessary acts that would allow registration of the telecommunications licenses under the name of those who resulted owners pursuant to the proposal that was to be implemented.
· On 8 August 2014, [Grupo Clarín] updated before the National Communications Commission, the corporate information of Primera Red Interactiva de Medios Argentinos (PRIMA) S.A. so that that agency may acknowledge receipt of such information, and in the unlikely event that such agency shall understand that the transaction involved a change of control, that that agency grant the prior authorisation set forth under Decree 764/2000.
· Also, on the same date, [Grupo Clarín] requested that [such Commission] acknowledge the change in ownership of the TPTVs indicated under the note, and proceed to their registration under the name of the companies indicated in the note, and in the unlikely event that the Commission consider that these transactions require its prior approval, that it grant such approval.
· Subsequently, on 11 August 2014, [Grupo Clarín] requested the SECOM that, in accordance with the process of conforming to the Audiovisual Communication Services Law ordered pursuant to Law No. 26,522, it register the telecommunications licenses that are directly and indirectly owned by Cablevisión under the name of whoever becomes its surviving owner.
The abovementioned filings, and those that are not described here for the sake of brevity, reflect clearly the enormous effort made by my principals in order to honour the process to conform to Law No. 26,522, to which they submitted after the decision rendered by the Argentine Supreme Court of Justice.
However, they also reflect clearly, and this must be noted, the discriminatory and hostile attitude adopted by certain Directors of that Agency, especially its Chairman, aimed at constantly driving the process of Grupo Clarín and its subsidiaries to an ex officio transfer process.
Under the filings described above, Grupo Clarín, Cablevisión, ARTEAR and Radio Mitre have evidenced the implementation of all the actions necessary to complete the spinoffs and divestments undertaken pursuant to the Plan to Conform [these companies to the Audiovisual Communication Services Law] approved pursuant to Resolution No. 193/AFSCA/2014.
Its final execution will depend, as expressed under Title XIV of the Proposal approved pursuant to Resolution No. 193/AFSCA/2014 and under the spinoff prospectuses approved by both Grupo Clarín and Cablevisión, on additional authorizations that must be previously issued by, among other agencies: the Argentine Securities Commission, the Superintendency of Corporations (Inspección General de Justicia), the Federal Public Revenue Administration (AFIP), the Secretariat of Communications, the Ministry of Economy, the Secretariat of Trade and the National Antitrust Commission.
In turn, AFSCA must necessarily accompany the process by issuing acts that grant prior administrative authorisation and that were requested in the countless filings made by my principals, about which AFSCA has not yet made any statements.
As a consequence of the above, we hereby request that AFSCA deem responded the inapplicable order issued to my principals pursuant to Resolution No. 902/AFSCA/2014, GIVEN THAT WE HEREBY CERTIFY THE DUE AND TIMELY EXECUTION OF ALL ACTS REQUIRED OF MY PRINCIPALS TO PERFECT THE COMMITTED PROPOSAL, IN THE TERMS OF ITS APPROVAL PURSUANT TO RESOLUTION NO. 193/AFSCA/2014.
In conclusion, we hereby:
1. Provide evidence of the timely execution of the acts required of my principals to execute the committed Proposal.
2. Request that that Agency order and resolve the prior acts that are necessary to complete the process, including an extension of the term for execution of the proposal that covers all the time that that Agency requires to analyse and to instrument its prior acts.
3. Request that that Agency compel the other government agencies that must necessarily intervene in the complex process to conform [my principals to the Audiovisual Communication Services Law], to issue the corresponding authorisations so that the final completion of the process may be possible.
4. Request that that Agency deem responded the inapplicable order issued to my principals under Resolution No. 902/AFSCA/2014, given that we hereby certify the due and timely execution of all acts required of my principals to perfect the committed Proposal that was declared admissible pursuant to Resolution No. 193/AFSCA/2014, in the same terms of its approval, except for the amendments that were expressly approved by that Agency pursuant to Note No. 263/AFSCA/DGAJyR/SGAJ/2014.
III. Maintenance and formulation of reservations.-
My principals hereby maintain all of the reservations that were duly formulated with the filing of their Proposal to Conform [to the Audiovisual Communication Services Law] and under Filing No. 13291/AFSCA/2014, in particular to challenge Resolution No. 902/AFSCA/2014 for its manifest arbitrariness and inapplicability.
In that regard, we hereby expressly state that the circumstance of my principals having fully complied with the Proposal to Conform [to the Audiovisual Communication Services Law] that was declared admissible by that Agency in no way implies an waiver of their right to equal treatment to that granted to and/or to be granted to the other licensees and/or owners of signal registries. That Agency has systematically discriminated against my principals, who were obliged to act under conditions that violate the principle of equality (Article 18 of the National Constitution) and that violate the decision of the Argentine Supreme Court of Justice, because of the permanent threats that that Agency has made of subjecting my principals to the ex officio transfer procedure, and not acting the same way with respect to my principals' competitors. Therefore, we hereby expressly reserve the right to claim before the courts the same treatment granted and/or to be granted to, among others, DirecTV, America TV and the treatment that may eventually be granted to TELEFE, and if my principals' claims are admitted, we reserve the right to render without effect the transfers made to comply with the Proposal to Conform [to the Audiovisual Communication Services Law].
IV. Petition.-
Therefore, we hereby request that that:
1. The execution in due time and form of all acts required of my principals to complete the committed proposal be deemed evidenced.
2. That that Agency order and resolve the prior acts that may be necessary to complete the process and that were requested in each of the filings made in these proceedings, including an extension of the term for execution of the proposal that covers all the time that that Agency requires to analyse and to instrument its prior acts.
3. That that Agency compel the other government agencies that must necessarily intervene in the complex process to conform [my principals to the Audiovisual Communication Services Law], to issue the corresponding authorisations so that the final completion of the process may be possible.
4. That that Agency deem responded the inapplicable order issued to my principals under Resolution No. 902/AFSCA/2014, given that we hereby certify the due and timely execution of all acts required of my principals to perfect the committed Proposal that was declared admissible pursuant to Resolution No. 193/AFSCA/2014, in the same terms of its approval, except for the amendments that were expressly approved by that Agency pursuant to Note No. 263/AFSCA/DGAJyR/SGAJ/2014.
5. That the reservations made herein be duly acknowledged.
Sincerely,
/s/ Dr. María de los Milagros Páez
Attorney-in-fact