Attachment CWNS pro forma trans

This document pretains to SCL-T/C-20110311-00006 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2011031100006_875269

KELLEY DRYE & WARREN LLP A LIMITED LIABILITY PARTNERSHIP WASHINGTON HARBOUR , SUITE 400 NEW YORK, NY FACSIMILE CHICAGO, IL 3050 K STREET, NW (202) 342-8451 STAMFORD, CT www. kelleydrye. corn WASHINGTON , D.C. 20007-5108 PARSIPPANY, NJ (202) 342-8400 BRUSSELS, BELGIUM DIRECT LINE: (202) 342-8573 AFFILIATE OFFICES EMAIL. jgriffin@kelleydrye.com MUMBAI, INDIA March 11, 2011 VIA IBFS Marlene Dortch Secretary Federal Communications Commission 445-12th Street SW Washington, D.C. 20554 Re: Notification pursuant to Section 1.767(g)(7) of the Commission's Rules of a Pro Forma transfer of control Cable and Wireless Network Services Limited - File No. SCL-LIC- 20070925-00017 Dear Ms. Dortch: Cable and Wireless Network Services Limited ("Cable & Wireless "), by their attorneys , hereby notifies the Commission of certain pro forma transactions pursuant to Section 1.767(g)(7) of the Commission ' s Rules. Cable & Wireless holds a cable landing license for the Gemini Cable System as granted in the file number captioned above.I At the time the application was granted in March 2008, Cable & Wireless was a wholly-owned, indirect subsidiary of Cable and Wireless plc. The corporate structure of Cable & Wireless in March 2008 is shown in Attachment A. Over the last year, Cable & Wireless' parent companies have consummated a series of transactions that have resulted in the transfer of See Public Notice, Actions Taken Under Cable Landing License Act, Report No. SCL- 00058, DA No. 08-532, at 2. Contrary to the Commission's statement in this Public Notice, Cable and Wireless Network Services Limited owns, operates, and maintains the portion of the Gemini Bermuda System from the U.S. territorial waters to Bermuda, including the submarine cable and associated repeaters, but it does not own, operate or maintain the Bermuda landing station or the portion of the cable system in Bermuda territorial waters. DCOI /GRIFJ/440301.4

KELLEY DRYE & WARREN LLP Marlene Dortch March 11, 2011 Page Two control of Cable & Wireless. The transactions include the separation of Cable & Wireless Worldwide, a business unit of Cable and Wireless plc, from Cable and Wireless plc. In implementing this demerger, a new parent company, Cable and Wireless Communications plc ("CWC"), was inserted above Cable and Wireless plc; shareholders of Cable and Wireless plc received one share of CWC for every share previously held in Cable and Wireless plc. Cable and Wireless plc was subsequently delisted and renamed Cable and Wireless Limited. The current corporate structure of Cable & Wireless is shown in Attachment.B. The transactions have not altered the ultimate ownership or actual control of Cable & Wireless. As such, these transactions are pro forma under Section 63.24 of the Commission's Rules.2 Cable & Wireless notes that the Commission has previously recognized the pro forma nature of the demerger.3 A certification that the transactions were pro forma and that, together with all previous pro forma transactions, do not result in a change in the actual controlling party is provided in Attachment C. Please contact the undersigned counsel if you have any questions regarding this matter. Sincerely, ert J. Aamofh Joan M. Griffin Their Attorneys 2 As appropriate, Cable & Wireless requests a waiver of the requirement that a cable landing licensee notify the FCC of a pro forma transfer of control within 30 days after the transfer is consummated. Cable & Wireless' failure to file this notification within the specified timeframe was inadvertent. Cable & Wireless apologizes for any inconvenience resulting from its failure to file this notification in a timely manner. 3 See Public Notice, Actions Taken Under Cable Landing License Act, Report No. SCL- 00103, DA No. 10-739, rel. Apr. 29, 2010 (Cable & Wireless Americas Systems, Inc., File No. SCL-T/C-20100407-00011); Public Notice, International Authorizations Granted, Report No. TEL-01422, DA No. 10-678, rel. Apr. 22, 2010 (Cable & Wireless Global Network Limited (Ireland, File No. ITC-T/C-20100329-00133). DCO1 /GRIPJ/440301.4

Attachment A Corporate Structure of Cable and Wireless Network Services Limited as of March 2008 Cable and Wireless plc (UK) 100% Sable Holding Limited (UK) 100% Cable & Wireless International Group Limited (UK) 100% Cable & Wireless West Indies Limited (UK) 100% Cable & Wireless (Bermuda) Holdings Limited (Bermuda) 100% Cable & Wireless Network Services Limited (Bermuda)

Attachment B Corporate Structure of Cable and Wireless Network Services Limited as of March 2010 Cable & Wireless Communications plc (UK) 100% Cable and Wireless Limited (UK) 100% Sable Holding Limited (UK) 100% CWC Islands Limited (UK) 100% Cable & Wireless Network Services Limited (Bermuda)

Atttichment C, CERTIFICAT I ON The unclersiLmed hereby ceirti lies. with respect to the foregoing notification of the pro fi)1-117^1 transfer- of Comm] oi't::;able & Wireless Network Services Limited, that the statements in the notification are ti-Lie and correct to the best of nay belief and Luc made in goad faith: that the transactions resulting in the corhoiatc structiu-e shown in .Attachment B we r }`onna as described in Section 63.24(a) of the C:onnnni.ssioWs Rules, and that tfx,. e pr o fclrrata transactions, together with all previous pro f wnw ti-anstactions. do not re Lilt in .I ^-Jl ange in ultimate Control. Edward iin Director ]_)ate: I'vIai-ch 9. 2011 LX 0VGRII-J/4 030, 1 .4


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