SECURITIES AND EXCHANGE COMMISSION
	Washington, DC 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240. 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

 

(1) Amount consists of 606,489,308 Class D Shares.

(2) Amount consists of 235,177,350 Class A Shares contributed by Fintech and 235,177,350 Class D Shares contributed by VLG to the Voting Trust.

(3) Amount consists of 841,666,658 Class D Shares.

(4) Amount consists of 841,666,658 Class D Shares and 235,177,350 Class A Shares.

(5) Calculated over 627,953,887 Class B Shares and 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person. The 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person represent 50.0000001% of the total capital stock of the Issuer (excluding treasury shares). The Reporting Person does not hold Class B Shares.

 

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(1) Amount consists of 606,489,308 Class D Shares.

(2) Amount consists of 235,177,350 Class A Shares contributed by Fintech and 235,177,350 Class D Shares contributed by VLG to the Voting Trust.

(3) Amount consists of 841,666,658 Class D Shares.

(4) Amount consists of 841,666,658 Class D Shares and 235,177,350 Class A Shares.

(5) Calculated over 627,953,887 Class B Shares and 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person. The 1,076,844,008 Class A and Class D Shares beneficially owned by the Reporting Person represent 50.0000001% of the total capital stock of the Issuer (excluding treasury shares). The Reporting Person does not hold Class B Shares.

 

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(1) Amount consists of 199,732,125 Class D Shares.

(2) Calculated over 627,953,887 Class B Shares and 199,732,125 Class D Shares beneficially owned by the Reporting Person. The 199,732,125 Class D Shares beneficially owned by the Reporting Person represent 9.27% of the total capital stock of the Issuer (excluding treasury shares). The Reporting Person does not hold Class B Shares.

 

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Item 1.  Security and Issuer

 

This Amendment No. 7 (the “Seventh Amendment”) amends the Schedule 13D filed with the Securities and Exchange Commission on January 2, 2018, as amended (the “Schedule 13D”), by the Reporting Persons (as defined in the Schedule 13D), with respect to the Class B shares, Ps. 1.00 par value per share (the “Class B Shares”) of Telecom Argentina S.A. (the “Issuer” or “Telecom Argentina”), a portion of which is represented by American Depositary Shares (“ADSs”) which are traded on the New York Stock Exchange (the “NYSE”). The principal executive offices of the Issuer are located at Alicia Moreau de Justo 50, 10th floor, 1107 Buenos Aires, Argentina. This Seventh Amendment should be read in conjunction with, and is qualified in its entirety by reference to, the Schedule 13D. Except as disclosed in and expressly amended by this Seventh Amendment, all information set forth in the Schedule 13D is hereby unaffected. All capitalized terms used in this Seventh Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D.

 

Item 4.  Purpose of Transaction

 

The description contained herein supplements Item 4 in the Schedule 13D and should be read in connection therewith:

 

On December 27, 2019, CVH was served with notice of:  (i) the confirmation issued by Chamber 5 of the National Court of Appeals on Federal Administrative Litigation Matters of the extension of the injunction to which the Tender Offer is subject, rendered in re “Burgueño Daniel a / EN-CNV a / Injunction (Autonomous)” (File No. 89537/2018)”; and (ii) the judgement issued by the National First Instance Court on Federal Administrative Litigation Matters No. 1, in re “Burgueño, Daniel Fernando c/ EN-CNV s/ Proceso de Conocimiento” (File No. 33.763/2019) ruling in favor of the complaint brought by a shareholder of CVH, Mr. Daniel Fernando Burgueño, confirming that CVH’s obligation to conduct a tender offer to acquire the Shares as a result of the change of control in Telecom terminated upon the issuance by the CNV of Resolution No. 779/2018 regulating Law No. 26,831, specifically Article 32, paragraph k) thereof, and ordering the CNV to deem the proceedings initiated by CVH with the CNV in connection with the Tender Offer concluded, to pay all court costs and expenses related to Mr. Burgueño’s complaint and to cease with the Tender Offer.  CVH will adopt all measures aimed at complying with the abovementioned judgment in due course.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: December 27, 2019

 

	CABLEVISIÓN HOLDING S.A.
	By:	/s/ Sebastián Bardengo
	Name:	Sebastián Bardengo
	Title:	Chairman
	GC Dominio S.A.
	By:	/s/ Héctor Horacio Magnetto
	Name:	Héctor Horacio Magnetto
	Title:	Chairman
	VLG S.A.U.
	By:	/s/ Sebastián Bardengo
	Name:	Sebastián Bardengo
	Title:	Chairman

 

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Exhibit Number		Description
99.8		Joint Filing Agreement, dated as of January 2, 2018, by and among Cablevisión Holding S.A., GC Dominio S.A. and VLG S.A.U. (formerly, VLG Argentina LLC) (incorporated herein by reference to Exhibit 99.7 of the Schedule 13D filed on January 2, 2018).

 

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