Attachment Reliance Globalcom L

This document pretains to SCL-T/C-20091109-00033 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2009110900033_777966

STEPTOE &JOHNSONw A T T O RNEYS AT LAW Christopher C. Tai 1330 Connecticut Avenue, NWYW 202.429.6448 Washington, DC 20036—1795 ctai@steptoe.com Tel 2024293000 Fax 202.429.3902 steptoe.com November 9, 2009 Via ELECTRONIC FILING Ms. Marlene H. Dortch Secretary Federal Communications Commission 445 Twelfth Street SW Washington, DC 20554 Re: Notification of Pro Forma Transfer of Control of Cable Landing License (SCL—LIC—19990301—00005)‘ Dear Ms. Dortch: In accordance with Section 1.767(g)(7) of the Commission‘s Rules, 47 C.F.R. § 1.767(g)(7), Reliance Globalcom Limited ("Reliance Globalcom")" hereby notifies the Commission of a pro forma transfer of control arising from a series of transactions involving the transfer of ownership interests from an entity controlling Reliance Globalcom to other corporate affiliates of Reliance Globalcom. In a series of transactions that took place on October 10, 2009, and October 31, 2009, respectively, AAA Communications Private Limited ("AAACPL"), an indirect owner of Reliance Globalcom, reduced its shareholding interest in Reliance Communications Limited ("RCOM"), an intermediate direct parent of Reliance Globalcom, such that AAACPL‘s interest in RCOM and, by extension, in Reliance Globalcom, decreased from 54.16% to approximately 39.15%." The aggregate 15% interest transferred by AAACPL went to two corporate affiliates, ADA Enterprises and Ventures Private Limited ("ADAEVPL") and AAA Industries Private ‘ In April 2004 the Commission approved an application to modify this license to include the pro forma condition in 47 C.F.R. § 1.767(g)(7) as an amendment to paragraph (5) of the license. See IBFS File No. SCL—MOD—20040211—00005. * Reliance Globalcom was formerly known as FLAG Telecom Group Limited, and notified the Commussion of its name change by a letter filed April 3, 2008. ‘ See Exhibit 1 for a diagram depicting the corporate structure prior to the pro forma transactions. WASHINCTON e NEW YORK s CHICAGOG + PHOENHX + LOS ANGELES e CENTURY CITY e« LONDON e BRUSSELS

Ms. Marlene H. Dortch STEPTOE & Reanane a 0 "I m w C 2. November 9, 2009 page 2 Limited ("AAAIPL"), each of which received an additional aggregate interest of 7.50%, and thereby increased each of their ownership interests in RCOM and, by extension, in Reliance Globalcom, from 4.61% to 12.11%." This change in ownership interests, which results in AAACPL going from holding a greater than 50% interest to holding a less than 50% (but still controlling) interest in the licensee, does not change the ultimate ownership or control of the international submarine cable landing license held by Reliance Globalcom. RCOM continues to be the ultimate corporate parent of Reliance Globalcom, and RCOM, in turn, continues to be majority—owned and controlled by Mr. Anil Ambani. As the foregoing transactions (1) resulted in no actual change in control over Reliance Globalcom; (2) resulted in no change in the entities contained in the corporate structure above Reliance Globalcom; and (3) merely resulted in an indirect owner of the licensee going from holding a greater than 50% interest to holding a less than 50% (but still controlling) interest in the licensee, they were pro forma as defined in Section 63.24 of the Commission‘s Rules. 47 C.FR. § 63.24 (d) ("Transfers of control or assignments that do not result in a change in the actual controlling party are considered non—substantial or pro forma."); see also id., Note 2 to Paragraph (d) ("Assignment or transfer from a corporation to a wholly owned direct or indirect subsidiary thereof, or vice versa" and "Corporate reorganization that involves no substantial change in the beneficial ownership of the corporation" are presumptively pro forma). Reliance Globalcom further certifies, as required by Rule 1.767(g)(7), that this pro forma transaction taken together with all previous pro forma transaction does not result in a change in the licensee‘s ultimate control. See 47 C.F.R. § 1.767(g)(7). If you have any questions regarding this notification, please contact the undersigned. Respectfully submitted, Is/ Christopher C. Tai Rhonda M. Bolton Counselfor Reliance Globalcom Limited * See Exhibit 2 for a diagram depicting the corporate structure after the pro forma transactions.

Exhibit 1 Reliance Corporate Structure Before October 10, 2009 RutSirl‘lqi:i;C!‘dli/ngs Anil Ambani Kokilaben Ambani (INDIA) (INDIA) (INDIA) 10% AAA o Business 100% ¥ 67% M'achmes — Reliance Innoventures Private Ltd 10% Private Limited 90% 90% 100% .23% ¥ ¥ l Y 3 j .09% ° AAA Communications ) Industries AAA 1SU and Enterprises ApA Ventures — imited Private Limited private Limited private Limite (INDIA) (INDIA) (INDIA) .56% 4.61% 4.61% 54.16% y w¥ ¥ ¥ Others 2224t » Reliance Communications Limited (INDIA) 100% ¥ RCS Trust 3/ 100% (CYPRUS) 1.17% , 100% 3 ° 9.42% 3 Reliance Globalcom BV Largerwood Reliance Globalcom Ltd. 86.50% (NETHERLANDS) Investments Limited (BERMUDA) {CYPRUS) Reliance ADA Group Trustees Private 100% 220. . 2.91% o Limited (on behalf of Reliance Globalcom Employees Benefits Trust) 7.41% ¥ 100% FLAG Telecom Group < Services Limited Reliance Vanco Group Limited (BERMUDA) (ENGLAND) 92.59% 100% L 4 > & > Reliance Infocom, f Inc. Yo ¥. Yipes Holdings, Inc. 100% . SELAWAREQ USIAC 100% (DELAWARE, USA) Vanco Solutions, Inc. ( , USA) (DELAWARE, USA) 100% 100% 3 ¥ Vanco US LLC Reliance Globalcom Reliance Communications, Inc. (DELAWARE, USA) Services, Inc. (DELAWARE, USA) (DELAWARE, USA) 1/ This entity subsequently changed its name to AAA Telecom Holdings Private Limited. 2/ Consists of millions of shareholders, the vast majority of which individually holds a less than 1% interest in RCOM. 3/ The 100% economic interest of the RCS Trust will remain with Reliance/Reliance Subsidiaries.

Exhibit 2 Reliance Corporate Structure After October 31, 2009 AAA Telecom . Holdings Private Anit Ambani Kokilaben Ambani 10% Limited (INDIA) (INDIA) o AAA (INDIA) Business o 4 67% y 33% Machines 100% . Private Ltd Rc.elnance.lr?noventures (INDIA) 10% Private Limited (INDIA) 90% \ 20% | 100% 23% ¥ F ~ ADA Enterprises AAA Communications AAA Industries and Ventures Private Limited Private Limited Private Limited (INDIA) (INDIA) (INDIA) .56% 12.11%o 1241% o 39.15% 2 35.74% X h x ¥ ¥ Others » Reliance Communications Limited (INDIA) 100% K RCS Trust3/ a 100% (CYPRUS) 1.17% — y 100% ¥ Reliance Globalcom BV 9.42% o (NETHERLANDS) Largerwood » Reliance Globalcom Ltd. 86.50% Investments Limited (BERMUDA) ib (CYPRUS) h Reliance ADA Group Trustees Private o Limited (on behalf of Reliance 2.91% 100% Globalcom Employees Benefits Trust) 7.41% F 100% FLAG Telecom Group < Services Limited Reliance Vanco Group Limited (BERMUDA) (ENGLAND) 92.59% 100% Y¥ 4 100% ¥. Yipes Holdings, Inc. »> Rilggf:\/\llr)\fsgoEég\c. Vanco Solutions, Inc. (DELAWARE, USA) 100% r (DELAWARE, USA) 100% 100% F ¥ ¥ Vanco US LLC Reliance Globalcom Reliance Communications, Inc. (DELAWARE, USA) Services Inc. ( DELAWARE, USA) (DELAWARE, USA) V Previousty known as Ruthill Holdings Limited. * Consists of millions of shareholders, the vast majority of which individually holds a less than 1%interest in RCOM. * The 100% economic interest of the RCS Trust will remain with Reliance/Reliance Subsidiaries.


Document Created: 2009-11-09 15:11:17
Document Modified: 2009-11-09 15:11:17
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