Attachment apollo011tc.pdf

This document pretains to SCL-T/C-20110407-00011 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2011040700011_880685

                                                 Attachment 1

    1. Description of the Pro Forma Transfer of Control

 Cable & Wireless Americas Systems, Inc. (“CWAS”) holds a submarine cable landing license issued by the
FCC (See SCL-LIC-20010122-00002) for the Apollo submarine cable system. Alcatel Submarine Networks
Limited owns 45% of Apollo. The remaining 55% is owned directly by Apollo Submarine Cable Systems
Limited (England) (“Apollo”). Apollo is ultimately wholly-owned and controlled, through a series of
intermediary companies, by Cable & Wireless Worldwide plc (“CWW”). On March 31, 2011, CWW
effectuated an internal reorganization that eliminated1 Cable & Wireless Global Holding Limited
(England) which was in the corporate chain between CWAS and CWW. Attached hereto are the before
and after group corporate structures of CWW which illustrates the pro forma change. Under the FCC’s
rules, the reorganization is a pro forma transfer of control since the ultimate ownership of the CWW
interest in CWAS did not change. CWAS is submitting this pro forma transfer of control application in
light of the corporate changes described herein.




1
 Note that Cable & Wireless Global Holding Limited will not be liquidated or struck off rather the shareholding in
the Global Network Limited sub-group will transfer from the ownership of Cable & Wireless Global Holding Limited
to The Eastern Leasing Company Limited thereby becoming a sister subsidiary of CWGH, both having The Eastern
Leasing Company Limited as its holding company.



Document Created: 2011-04-06 12:15:43
Document Modified: 2011-04-06 12:15:43

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