Attachment Vodafone SCL pro for

This document pretains to SCL-T/C-20131126-00013 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2013112600013_1029750

Hogan Lovells US LLP Columbia Square 555 Thirteenth Street, NW Washington, DC 20004 T +1 202 637 5600 F +1 202 637 5910 www.hoganlovells.com December 5, 2013 By Electronic Filing Ms. Marlene Dortch Federal Communications Commission 445 12th Street, NW Room TW-A325 Washington, D.C. 20554 Re: Cable & Wireless Americas Systems, Inc. Notification of a Pro Forma Transfer of Control Submarine Cable Landing License FCC File No. SCL-LIC-20010122-00002 Dear Ms. Dortch: Vodafone Europe B.V. (“Transferor”) and Vodafone International Operations Limited (“Transferee,” and collectively, the “Parties” or the “Applicants”), pursuant to Section 1.767(g)(7) of the Rules of the 1 Federal Communications Commission (“Commission”), hereby notify the Commission of the pro forma transfer of control of Cable & Wireless Americas Systems, Inc. (“Licensee”) as the holder of a submarine cable landing license.2 On March 26, 2013, the Licensee was elevated within the existing ownership structure of its ultimate parent company, Vodafone Group Plc (“Vodafone”), resulting in the pro forma transfer of control of the Licensee from the Transferor to the Transferee. No new entities were introduced into the ownership structure and the Transferor and the Transferee are both indirect, wholly-owned subsidiaries of Vodafone. See Exhibit 1, Before and After Organizational Charts. The Parties at all times intended to comply with the Commission’s rules. Section 1.767(g)(7) of the Commission’s rules permits the consummation of a pro forma transfer of control without prior Commission consent, but a notice describing the transaction must be filed with the Commission 3 within 30 days of the consummation of the transaction. The delay in filing the instant notice with the Commission is purely the result of an administrative oversight by the Parties. The instant notice is being filed as quickly as possible after discovery of the oversight. The Parties assert that no party has been harmed by their late-filed notice relating to the pro forma transfer of control, as there was no change in the Licensee’s ultimate parent, Vodafone, or in the activities or management of Vodafone. 1 47 C.F.R. §1.767(g)(7). 2 FCC File No. SCL-LIC-20010122-00002 (granted June 7, 2001). 3 See 47 C.F.R. §1.767(g)(7). \\DC - 002465/000025 - 5225754 v2

-2- November 26, 2013 Vodafone and its affiliates have been advised by counsel of the importance of full compliance with the Commission’s licensing requirements and other regulations – including Section 1.767(g)(7) – and are committed to meeting all of their FCC obligations in the future. Vodafone and its affiliates are also taking steps to ensure that relevant personnel are made aware of the Commission’s licensing rules so that they do not fail to comply with applicable FCC obligations in the future. Though not required by Section 1.767(g)(7), for convenience contact information for the Parties is provided below, as well as information on all 10% or greater direct or indirect equity or voting interest holders in Cable & Wireless Americas Systems, Inc. that are ultimately controlled by Vodafone. Name, Address, Telephone Number and State or Country of Formation for Each Applicant and Contact Representative (1) Name, address, and telephone number of the Applicants: Transferor Vodafone Europe B.V. Rivium Quadrant 173, 15th Floor 2909 LC Capelle aan den IJssel The Netherlands Phone: + 31 10498 7711 Transferee Vodafone International Operations Limited Vodafone House The Connection Newbury, Berkshire RG14 2FN England Phone: +44 (0) 1635 673923 (2) Place of Formation Transferor: Vodafone Europe B.V. is organized under the laws of the Netherlands. Transferee: Vodafone International Operations Limited is organized under the laws of the United Kingdom (3) Correspondence concerning this Application should be sent to: Transferor Dennis Kraan Company Secretary Vodafone Europe B.V. \\DC - 002465/000025 - 5225754 v2

-3- November 26, 2013 Rivium Quadrant 173, 15th Floor 2909 LC Capelle aan den IJssel The Netherlands Phone: + 31 10498 7711 With a copy to: Michele Farquhar Hogan Lovells US LLP 555 13th Street, NW Washington, D.C. 20004 Phone: 202.637.5663 michele.farquhar@hoganlovells.com Transferee Vodafone Corporate Secretaries Limited Company Secretary c/o Patrick Dawe-Lane Vodafone International Operations Limited Vodafone House The Connection Newbury, Berkshire RG14 2FN England Phone: +44 (0) 1635 673923 With a copy to: Michele Farquhar Hogan Lovells US LLP 555 13th Street, NW Washington, D.C. 20004 Phone: 202.637.5663 michele.farquhar@hoganlovells.com Name, Address, Citizenship and Principal Business of 10% or Greater Interest Holders in the Licensee Ultimately Controlled by Vodafone Company Name – Apollo Submarine Cable Systems, Limited Address – 90 Long Acre, London WC2E 9RA, United Kingdom Tel No. – +44 (0) 2073 798825 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 60% (direct) Company Name – Cable & Wireless Global Network Limited Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – Ireland Principal Business – Telecoms \\DC - 002465/000025 - 5225754 v2

-4- November 26, 2013 Interest – 60% (indirect) Company Name – The Eastern Leasing Company Limited Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 60% (indirect) Company Name – Cable & Wireless UK Holdings Limited Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 60% (indirect) Company Name – Cable & Wireless Worldwide plc Address – Worldwide House, Western Road, Bracknell, Berkshire RG12 1RW, United Kingdom Tel No. – +44 (0) 1344 726542 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 60% (indirect) Company Name – Vodafone International Operations Limited Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 673923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 60% (indirect) Company Name – Vodafone European Investments Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 673923 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 60% (indirect) Company Name – Vodafone Group Plc Address – Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England Tel No. – +44 (0) 1635 33251 Jurisdiction of Formation – England Principal Business – Telecoms Interest – 60% (indirect) *** \\DC - 002465/000025 - 5225754 v2

-5- November 26, 2013 The Parties request that the Commission accept this notification of the pro forma transfer of control of the Licensee. Please contact the undersigned with any questions. Respectfully submitted, /s/ Michele Farquhar Michele Farquhar Partner Hogan Lovells US LLP michele.farquhar@hoganlovells.com D 202-637-5663 \\DC - 002465/000025 - 5225754 v2

Rosemary Martin ‘ Group General Counsel and Company Secretary vodafone Section 1.767(g)(7) Certification 1, Rosemary Martin, General Counsel and Company Secretary of Vodafone Group Plc, hereby certify that the transfer of control of Cable & Wireless Americas Systems, Inc., from Vodafone Europe B.V. to Vodafone International Operations Limited is pro forma and that, together with all previous pro forma transactions, does not result in a change in the actual controlling party. Ts Rosemary Martin General Counsel and Corporate Secretary Vodafone Group Plc Dated: November 25, 2013 Vodafone Group Plc Group Legal & Corporate Secretariat Ourref: RM/pif One Kingdom Street, Paddington Central, London, W2 6BY, England To +44(0 163533251 T+44 (01635 33251 F+44 (0)1635 238112 www.vodafone.com po 444 (01635 238112 Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679 rosemary.martin@vodafone.com

Exhibit 1: Organizational Charts Before \\DC - 002465/000025 - 5225754 v2

After \\DC - 002465/000025 - 5225754 v2


Document Created: 2013-12-06 15:40:34
Document Modified: 2013-12-06 15:40:34
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