BUENOS AIRES, Argentina,
May 10, 2017 /PRNewswire/ -- Nortel
Inversora S.A. ("Nortel") (NYSE: NTL) announces consolidated income
of AR$ 1,959 million for the first quarter of fiscal year 2017, of
which AR$ 1,081 million correspond to Nortel as parent company of
Telecom Argentina S.A. ("Telecom").
The sole material activity of Nortel is holding 54.74% of the
capital stock of Telecom, representing a holding of 55.60% of the
voting and economic rights of Telecom as a result of Telecom's
holding of 15,221,373 shares of treasury stock. The holding of such
shares of treasury stock has been extended for up to three
additional years pursuant to the resolution of the Ordinary and
Extraordinary Stockholders Meeting of Telecom held on April 29, 2016.
(Financial Tables below)
|
First Quarter,
Fiscal Year 2017
|
|
(in millions of
Argentine Pesos)
|
|
|
|
|
Consolidated
Income Statement
|
March 2017
|
March 2016
|
|
|
|
|
Total sales and other
income
|
14,742
|
12,474
|
|
Operating
costs
|
(11,856)
|
(10,483)
|
|
Operating
income
|
2,886
|
1,991
|
|
Financial results,
net
|
126
|
(550)
|
|
Net income before
income tax expenses
|
3,012
|
1,441
|
|
Income tax
|
(1,053)
|
(507)
|
|
Net
income
|
1,959
|
934
|
|
Other comprehensive
income, net of taxes
|
(21)
|
189
|
|
Total
comprehensive income for the period
|
1,938
|
1,123
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Balance Sheet
|
March
2017
|
December
2016
|
|
|
|
|
Current
assets
|
16,360
|
15,620
|
|
Non-current
assets
|
32,563
|
32,354
|
|
Total
assets
|
48,923
|
47,974
|
|
Current
liabilities
|
15,982
|
16,524
|
|
Non-current
liabilities
|
11,115
|
11,527
|
|
Total
liabilities
|
27,097
|
28,051
|
|
Equity attributable
to Nortel
|
11,868
|
10,797
|
|
Equity attributable
to non-controlling shareholders
|
9,958
|
9,126
|
|
Total
equity
|
21,826
|
19,923
|
|
Total liabilities
and equity
|
48,923
|
47,974
|
|
|
|
|
|
|
|
|
|
|
Ratios
|
|
|
|
|
|
|
Liquidity
(a)
|
1.02
|
0.95
|
|
Indebtedness
(b)
|
1.24
|
1.41
|
|
|
|
|
(a) Current
assets to current liabilities
|
|
(b) Total
liabilities to shareholders' equity
|
Relevant facts
Corporate Reorganization
On March 17, 2017, the Company
received notice from its direct controlling shareholder Sofora
Telecomunicaciones S.A. ("Sofora"), who informed that its
shareholders had expressed their wish that the Board of Directors
of Sofora as well as the ones of its subsidiaries Nortel Inversora
S.A. ("Nortel"), Telecom Argentina S.A. ("Telecom Argentina") and
Telecom Personal S.A. ("Telecom Personal") evaluate a corporate
reorganization at the head of Telecom Argentina S.A. as the
surviving company, aiming to conclude this reorganization during
the current year. This project seeks to simplify the shareholding
structure of Telecom Argentina in line with international standards
and market practices.
In this context, it has been agreed that Sofora amortizes, in
the terms of Article 223 of the General Corporate Law No. 19,550,
the shares owned by W de Argentina Inversiones S.A. ("WAI") as
follows: (i) 17% of the capital stock of Sofora in the first place
and (ii) once the corresponding regulatory requirements have been
met, the remaining 15% of WAI's stake in Sofora. Once both
amortizations are realized, Fintech Telecom LLC will control 100%
of the share capital of Sofora consolidating all the economic and
corporate rights of the Company.
Resulting from the Reorganization and effective as of the
Reorganization Effectiveness Date: (i) all the assets and
liabilities of the Absorbed Companies shall be transferred to the
Surviving Company at the values included in the respective
Special-Purpose Unconsolidated Financial Statements, causing
Telecom Argentina to acquire ownership of all rights and to assume
all obligations and liabilities of any nature of Telecom Personal,
Sofora and Nortel including (ii) Telecom Argentina shall be the
successor of all activities of Telecom Personal, Sofora and
Nortel.
Moreover, on March 31, 2017, the
Board of Directors of Telecom Argentina S.A., Sofora
Telecomunicaciones S.A., Nortel Inversora S.A. and Telecom Personal
S.A. approved the Preliminary Merger Agreement by which they agree
that Telecom Argentina will absorb by merger Nortel, Sofora and
Telecom Personal, in accordance with the terms of Sections 82 and
83 of the General Corporate Law, and ad referendum of the corporate
and regulatory approvals established in said Commitment.
Regarding the aforementioned corporate reorganization and in
order to facilitate the merger process by concentrating the entire
capital stock of the Absorbed Company (Telecom Personal) under the
ownership of the Surviving Company (Telecom Argentina), The Board
of Directors of Nortel and Telecom Argentina approved on
March 31, 2017 the sale of 120,000
shares of Telecom Personal, held by Nortel, to Telecom Argentina,
for the amount of P$ 4,000,000, -. As a consequence of this
transaction, as of March 31, 2017,
Telecom Argentina owns 100% of Telecom Personal.
Finally, The Board of Directors of the Company, resolved to
summon a General Ordinary and Extraordinary Shareholders' Meeting
of Nortel Inversora to be held on May 22,
2017 on the first call, in order to consider the corporate
reorganization described herein and the documentation approved by
the Board of Directors.
Other Relevant Matters
Summary of the Resolutions approved by the Ordinary and
Extraordinary General Stockholders Meeting held on April 27, 2017
The Ordinary and Extraordinary General Stockholders Meeting held
on April 27, 2017 resolved, among
other issues:
- to approve the Annual Report and Financial Statements as of
December 31, 2016;
- to ratify the payment of a provisional cash dividends of
AR$ 540 million approved by the board of directors on October
24,2016
- to allocate the non-appropriated profit amount as of
December 31, 2016, of AR$ 1,652
million to the already existing "Voluntary Reserve for the Future
Distribution of Dividends";
María de los Angeles Blanco
Salgado
Officer in Charge of Market
Relations
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SOURCE Nortel Inversora S.A.
