22nd Dec 2009 17:45
22 December 2009
GRUPO CLARIN S.A.
Court of Appeals Extends Scope of Injunction
On 18 December 2009, Grupo Clarín S.A. (the "Company") informed the Argentine Securities Commission ("CNV") that on that date, Chamber No. 2 of the Federal Court of Appeals on Civil and Commercial Matters, extended an existing injunction in re "Grupo Clarín S.A. v. Secretariat of Domestic Trade, about Injunctions" (File No. 10.506/09), to cover Resolution No. 1011/09 of the Secretariat of Domestic Trade. Pursuant to the Court of Appeals' decision, application of Resolution No. 1011/09 is suspended until the Company is duly informed of, and afforded the opportunity to respond to, any objections raised by Argentine Antitrust Commission to the Company's fulfilment of the commitments undertaken in December 2007. Under Resolution No. 1011/09, the Secretariat of Domestic Trade had declared that such undertakings had not been duly fulfilled and had suspended the authorization granted in 2007 to the economic concentration process of Cablevisión S.A. and Multicanal S.A., subsidiaries of the Company.
Attached hereto is a free translation of the relevant parts of the decision rendered on 18 December 2009.
Enquiries:
In Buenos Aires:
Alfredo Marín/
M. Julia Díaz Ardaya/Alejandro Yu
Grupo Clarín
Email: [email protected]
In London:
Alex Money/Lorna Ellen
Temple Bar Advisory
Tel: +44 20 7002 1080
Email: [email protected]
In New York:
Melanie Carpenter/Peter Majeski
I-advize Corporate Communications
Tel: +1 212 406 3692
Email: [email protected]
FREE TRANSLATION
National Judicial Branch
File No. 10,506/09, "Grupo Clarín S.A. v. Secretariat of Domestic Trade, about Injunctions"
Buenos Aires, 18 December 2009
[Recitals Intentionally Omitted]
"As a result of the agreement expressed [by this Court's judges] above, the Chamber DECIDES, by majority vote: to admit the extension requested and suspend the effects of Resolution SCI No. 1011/09 until the decision set forth on pages 186/190 hereof is fulfilled. We hereby clarify that this injunction also covers the procedural terms to file the response provided under Section 53 of the Antitrust Law. Given the content of this decision, the National Government's request to lift the injunction is hereby deemed unsubstantial.
With respect to the presentation on pages 618/626: plaintiff is hereby granted 5 (five) days to respond to the National Government's request that [this court] be declared incompetent.
[…]
Signed: Ricardo Víctor Guarnioni; Eduardo Vocos Conesa; Alfredo Silverio Gusman (in partial dissent)
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.
Related Shares:
GCLA.L