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UNITED STATES |
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SECURITIES AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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VIVO PARTICIPAÇOES S.A.
(Name of Issuer)
American Depositary Shares (as evidenced by American Depositary Receipts) each representing one share of Preferred Stock
(Title of Class of Securities)
928555S101
(CUSIP Number)
Gaylord Macnack
Flevolaan 41A
1411 KC NAARDEN
P.O. Box 5081
1410 AB NAARDEN
The Netherlands
+31 35 695 9000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy to:
Alex Bafi, Esq.
Herbert Smith LLP
Exchange House
Primrose Street
London EC2A 2HS
United Kingdom
+44 20 7374 8000
January 3, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
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CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
3
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
4
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
5
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
6
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
7
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
8
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
9
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
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13. |
Percent of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
10
CUSIP No. 928555S101 |
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1. |
Names of
Reporting Persons. I.R.S. Identification Nos. of above persons (entities
only) |
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|
2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
o |
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3. |
SEC Use Only |
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4. |
Source of Funds (See Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
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|
|||||
|
12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) o |
|||
|
|||||
|
13. |
Percent of Class Represented by Amount in Row (11) |
|||
|
|||||
|
14. |
Type of Reporting Person
(See Instructions) |
|||
(1) The Reporting Persons collectively own 90,974,457 American Depositary Shares each representing one share of Preferred Stock of Vivo Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,080 shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of September 30, 2007, as reported on the issuers current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007.
11
Item 1. |
Security and Issuer |
This Amendment No. 3 to the statement on Schedule 13D (this Amendment) filed with the Securities and Exchange Commission on April 30, 2007, as amended on September 27, 2007 and December 20, 2007, relates to 90,974,457 American Depositary Shares, representing 90,974,457 shares of Preferred Stock (the Shares) of Vivo Participaçoes S.A. (the Company). The Companys principal offices are located at Av. Roque Petroni Jr., No. 1464, 6th floor-part, B Building, 04707-000-Sao Paolo, SP, Federative Republic of Brazil. |
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Item 2. |
Identity and Background |
(a), (b) and (c) This Amendment is being filed jointly by (i) Aviva plc, a public limited company organized under the laws of England and Wales, (ii) Aviva Group Holdings Limited, a limited liability company organized under the laws of England and Wales; (iii) Aviva International Insurance Limited, a limited liability company organized under the laws of England and Wales; (iv) Aviva Insurance Limited, a limited liability company organized under the laws of Scotland; (v) Aviva International Holdings Limited, a limited liability company organized under the laws of England and Wales; (vi) CGU International Holdings B.V., a limited liability company organized under the laws of The Netherlands; (vii) Delta Lloyd N.V., a limited liability company organized under the laws of The Netherlands; (viii) Cyrte Investments B.V. (Cyrte Investments), a limited liability company organized under the laws of The Netherlands; (ix) Cyrte Investments GP III B.V. (Cyrte Investments GP), a limited liability company organized under the laws of The Netherlands; and (x) Cyrte Fund III C.V. (Cyrte Fund), a limited partnership organized under the laws of The Netherlands (collectively, the Reporting Persons). Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited and CGU International Holdings B.V. are referred to herein as the Aviva Reporting Persons.
Aviva plc owns all of the outstanding share capital of Aviva Group Holdings Limited. Aviva Group Holdings Limited owns all of the outstanding share capital of Aviva International Insurance Limited. Aviva International Insurance Limited owns all of the outstanding share capital of Aviva Insurance Limited. Aviva Insurance Limited owns all of the outstanding share capital of Aviva International Holdings Limited. Aviva International Holdings Limited owns all of the outstanding share capital of CGU International Holdings B.V. CGU International Holdings B.V. owns 92% of the outstanding share capital of Delta Lloyd N.V. Delta Lloyd N.V. owns 85% of the share capital of Cyrte Investments. Cyrte Investments is the manager of the investment portfolio held by Cyrte Fund and owner of all of the outstanding capital stock of Cyrte Investments GP. Cyrte Investments GP is the general partner of Cyrte Fund.
The name, business address, business activity and present principal occupation or employment of each director, officer or general partner of the Reporting Persons are set forth in Schedule I hereto, which is incorporated herein by reference.
The principal business of each of the Aviva Reporting Persons and Delta Lloyd N.V. is insurance services. The principal business of Cyrte Investments is investment management. Cyrte Investments GPs principal business is to act as the general partner of Cyrte Fund. Cyrte Fund is an investment fund; its principal business is to invest in listed and non-listed equity securities in the technology, media and telecommunication sectors.
(d) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of persons listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
(e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of persons listed on Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) The citizenship of each director or general partner of the Reporting Persons who is a natural person is set forth in Schedule I hereto, which is incorporated herein by reference. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
Cyrte Fund obtained the funds to purchase the Shares collectively owned by the Reporting Persons from capital contributions made to its working capital by its limited partners, CFI Invest C.V., Delta Lloyd Levensverzekering N.V., Stichting Pensioenfonds ABP and Stichting Pensioenfonds voor de Gezonheid, Geestelijke en Maatschappelijke belangen PGGM. |
12
Item 4. |
Purpose of Transaction |
The Reporting Persons have acquired the Shares of the Company for investment purposes. The Reporting Persons intend to assess their investment in the Company from time to time on the basis of various factors, including, without limitation, the Companys business, financial condition, results of operations and prospects, general economic, market and industry conditions, as well as other developments and other investment opportunities. Depending upon the foregoing factors or any other factors deemed relevant to the Reporting Persons, they may acquire additional shares in the Company, or dispose of all or part of the shares of the Company, in open market transactions, privately negotiated transactions or otherwise. Any acquisition or disposition may be effected by the Reporting Persons at any time without prior notice. The Reporting Persons may engage in communications from time to time with one or more stockholders, officers or directors of the Company regarding the Companys operating performance, strategic direction or other matters that could result in or relate to, among other things, any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons have, in the past, engaged in meetings and communications from time to time with the Companys key personnel. These meetings and conversations were held for the purpose of better understanding the Company and its industry. In the future, the Reporting Persons may engage in communications from time to time with one or more stockholders, officers or directors of the Company regarding the Companys operating performance, strategic direction or other matters that could result in or relate to, among other things, any of the matters set forth in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Except as described in this Amendment, none of the Reporting Persons has any present plan or proposal that relates to, or could result in, any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons will, however, continue to review the business of the Company and, depending upon one or more of the factors referred to above, may in the future propose that the Company take one or more such actions. |
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|
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Item 5. |
Interest in Securities of the Issuer |
(a) and (b) According to the Companys current report on Form 6-K filed with the Securities and Exchange Commission on November 7, 2007, there were 917,186,080 Shares outstanding as of September 30, 2007. Cyrte Investments GP directly owns interests in 90,974,457 Shares, which represents 9.9% of the Shares outstanding as of September 30, 2007. None of the Aviva Reporting Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund directly own such Shares. However each of the Aviva Reporting Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund may be deemed to be beneficial owners, as well as share the power to vote and dispose, of such Shares directly owned by Cyrte Investments GP by virtue of the fact that: Aviva plc owns all of the outstanding share capital of Aviva Group Holdings Limited, Aviva Group Holdings Limited owns all of the outstanding share capital of Aviva International Insurance Limited, Aviva International Insurance Limited owns all of the outstanding share capital of Aviva Insurance Limited, Aviva Insurance Limited owns all of the outstanding share capital of Aviva International Holdings Limited, Aviva International Holdings Limited owns all of the outstanding share capital of CGU International Holdings B.V., CGU International Holdings B.V. owns 92% of the outstanding share capital of Delta Lloyd N.V.; Delta Lloyd N.V. owns 85% of the share capital of Cyrte Investments, Cyrte Investments is the manager of the investment portfolio held by Cyrte Fund and owner of all of the outstanding capital stock of Cyrte Investments GP and Cyrte Investments GP is the general partner of Cyrte Fund. Each of the Aviva Reporting Persons, Delta Lloyd N.V., Cyrte Investments and Cyrte Fund disclaims beneficial ownership of such Shares for all other purposes.
(c) Since Amendment No. 2 to the statement on Schedule 13D relating to the Shares of the Company was filed on December 20, 2007, none of the Reporting Persons has bought, sold or otherwise received Shares except in the transactions described in Schedule II attached hereto, which is incorporated herein by reference.
(d) The limited partners of Cyrte Fund, being CFI Invest C.V., Delta Lloyd Levensverzekering N.V., Stichting Pensioenfonds ABP, and PGGM will have the benefit of any dividends from, or proceeds from the sale of, the Shares of the Company owned by Cyrte Investments GP, subject to certain fee arrangements.
(e) Not applicable.
13
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
To the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any of the securities of the Company, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. |
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Item 7. |
Material to Be Filed as Exhibits |
Exhibit No. |
|
Description |
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|
|
Exhibit 99.1 |
|
Agreement of Joint Filing among Cyrte Investments B.V., Cyrte Investments GP III B.V., Cyrte Fund III C.V., Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited, CGU International Holdings B.V. and Delta Lloyd N.V., dated as of January 15, 2008. |
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|
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Exhibit 99.2 |
|
Power of attorney granted on January 15, 2008 granting power of attorney to Ms. Antoinette Sprenger to sign on behalf of Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited. |
14
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
January 15, 2008 |
|
|
Date |
||
/s/ Gaylord Macnack |
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Signature |
||
Cyrte Investments B.V., by Gaylord Macnack, attorney-in-fact* |
||
|
||
January 15, 2008 |
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|
Date |
||
/s/ Gaylord Macnack |
|
|
Signature |
||
Cyrte Investments GP III B.V., by Gaylord Macnack, attorney-in-fact* |
||
|
||
January 15, 2008 |
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Date |
||
/s/ Gaylord Macnack |
|
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Signature |
||
Cyrte Fund III C.V., by Gaylord Macnack, attorney-in-fact* |
||
|
||
January 15, 2008 |
|
|
Date |
||
/s/ Antoinette Sprenger |
|
|
Aviva plc, by Antoinette Sprenger, attorney-in-fact** |
||
|
||
January 15, 2008 |
|
|
Date |
|
|
/s/ Antoinette Sprenger |
|
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Signature |
||
Aviva Group Holdings Limited by Antoinette Sprenger, attorney-in-fact** |
||
|
||
January 15, 2008 |
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|
Date |
||
/s/ Antoinette Sprenger |
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|
Signature |
||
Aviva International Insurance Limited by Antoinette Sprenger, attorney-in-fact** |
||
|
||
January 15, 2008 |
|
|
Date |
||
/s/ Antoinette Sprenger |
|
|
Signature |
||
Aviva Insurance Limited by Antoinette Sprenger, attorney-in-fact** |
||
|
||
January 15, 2008 |
|
|
Date |
|
|
/s/ Antoinette Sprenger |
|
|
Signature |
||
Aviva International Holdings Limited by Antoinette Sprenger, attorney-in-fact** |
||
|
||
January 15, 2008 |
|
|
Date |
|
|
/s/ Antoinette Sprenger |
|
|
Signature |
||
CGU International Holdings B.V. by Antoinette Sprenger, attorney-in-fact** |
||
|
||
January 15, 2008 |
|
|
Date |
||
/s/ Pien Stevens |
|
|
Signature |
||
Delta Lloyd N.V., by Pien Stevens, attorney-in-fact** |
||
* Signed pursuant to powers of attorney, dated December 19, 2007, included as Exhibit 99.2 to Amendment No. 2 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 20, 2007 by the Reporting Persons are incorporated by reference herein.
** Signed pursuant to power of attorney, dated January 15, 2008, included as Exhibit 99.2 to this Amendment No. 3 to the statement on Schedule 13D by the Reporting Persons.
15
SCHEDULE I
The name, business address, business activity, present principal occupation or employment and, if a natural person, citizenship of each director, officer or general partner of the Reporting Persons are set forth in Schedule I hereto, which is incorporated herein by reference.
Cyrte Investments B.V.
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Botman, Franciscus Johannes |
|
Flevolaan
41A, |
|
Director |
|
Director |
|
The Netherlands |
Aardoom, Japhet Pieter |
|
Amstelplein
6, |
|
Executive Director |
|
Executive Director |
|
The Netherlands |
Otto, Alex Hendrikus |
|
Amstelplein
6, |
|
Executive Director |
|
Executive Director |
|
The Netherlands |
Hoek, Nicolaas Willem |
|
Amstelplein
6, |
|
Supervisory Board Director |
|
Supervisory
Board |
|
The Netherlands |
Kok, Petrus Jacobus Wilhelmus Gerardus |
|
Amstelplein
6, |
|
Supervisory Board Director |
|
Supervisory
Board |
|
The Netherlands |
Krant, Joop |
|
Dreeftoren 5th
floor |
|
Supervisory Board Director |
|
Supervisory
Board |
|
The Netherlands |
Cyrte Investments GP III B.V.
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Cyrte Investments B.V. |
|
Flevolaan
41A, |
|
Investment |
|
Investment management; sole director (bestuurder) of Cyrte Investments GP III B.V. |
|
Not applicable |
Cyrte Fund III C.V.
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Cyrte Investments GP III B.V. |
|
Flevolaan
41A, |
|
Investment |
|
Investment management; general partner of Cyrte Fund III C.V. |
|
Not applicable |
Aviva plc
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Arora, Nikesh |
|
St Helens, |
|
Non exec. Director |
|
Non exec. Director |
|
United States |
de la Dehesa Romero, Guillermo |
|
St Helens, |
|
Non exec. Director |
|
Non exec. Director |
|
Spain |
Dik, Wim |
|
St Helens, |
|
Senior Independent Director |
|
Senior Independent Director |
|
The Netherlands |
Francis, Mary, Elizabeth |
|
St Helens, |
|
Non exec. Director |
|
Non exec. Director |
|
United Kingdom |
Goeltz, Richard, Karl |
|
St Helens, |
|
Non exec. Director |
|
Non exec. Director |
|
United States |
Moss, Andrew, John |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Piwnica, Carole |
|
St Helens, |
|
Non exec. Director |
|
Non exec. Director |
|
Belgium |
Scott, Philip, Gordon |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Sharman, Colin, Morven |
|
St Helens, |
|
Chairman |
|
Chairman |
|
United Kingdom |
Walls, John, Russell, Fotheringham |
|
St Helens, |
|
Non exec. Director |
|
Non exec. Director |
|
United Kingdom |
Machell, Simon Christopher |
|
St Helens, |
|
Executive Committee Member |
|
Executive Committee Member |
|
United Kingdom |
Ainley, John |
|
St Helens, |
|
Executive Committee Member |
|
Executive Committee Member |
|
United Kingdom |
Godlasky, Thomas |
|
St Helens, |
|
Executive Committee Member |
|
Executive Committee Member |
|
United States |
Dromer, Alain |
|
St Helens, |
|
Executive Committee Member |
|
Executive Committee Member |
|
France |
Hodges, Mark, Steven |
|
St Helens, |
|
Executive Committee Member |
|
Executive Committee Member |
|
United Kingdom |
Mayer, Igal, Mordeciah |
|
St Helens, |
|
Executive Committee Member |
|
Executive Committee Member |
|
United States |
Sahay, Anupam |
|
St Helens, |
|
Executive Committee Member |
|
Executive Committee Member |
|
India |
Aviva Group Holdings Limited
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Hodges, Mark, Steven |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Mayer, Igal, Mordeciah |
|
St Helens, |
|
Director |
|
Director |
|
United States |
Moss, Andrew, John |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Sahay, Anupam |
|
St Helens, |
|
Director |
|
Director |
|
India |
Scott, Philip, Gordon |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Aviva International Insurance Limited
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Hodges, Mark, Steven |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Mayer, Igal, Mordeciah |
|
St Helens, |
|
Director |
|
Director |
|
United States |
Moss, Andrew, John |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Sahay, Anupam |
|
St Helens, |
|
Director |
|
Director |
|
India |
Scott, Philip, Gordon |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Aviva Insurance Limited
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Hodges, Mark, Steven |
|
Pitheavlis, |
|
Director |
|
Director |
|
United Kingdom |
Mayer, Igal, Mordeciah |
|
Pitheavlis, |
|
Director |
|
Director |
|
United States |
Moss, Andrew, John |
|
Pitheavlis, |
|
Director |
|
Director |
|
United Kingdom |
Sahay, Anupam |
|
Pitheavlis, |
|
Director |
|
Director |
|
India |
Scott, Philip, Gordon |
|
Pitheavlis, |
|
Director |
|
Director |
|
United Kingdom |
Aviva International Holdings Limited
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Hodges, Mark, Steven |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Mayer, Igal, Mordeciah |
|
St Helens, |
|
Director |
|
Director |
|
United States |
Moss, Andrew, John |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Sahay, Anupam |
|
St Helens, |
|
Director |
|
Director |
|
India |
Scott, Philip, Gordon |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
CGU International Holdings B.V.
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Harris, Timothy |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Jones, Edward, Graham |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Moss, Andrew, John |
|
St Helens, |
|
Director |
|
Director |
|
United Kingdom |
Delta Lloyd N.V.
Name |
|
Business address |
|
Business activity |
|
Present principal |
|
Citizenship |
Hoek, Nicolaas Willem |
|
Amstelplein
6, |
|
Executive Director |
|
Executive Director |
|
The Netherlands |
Kok, Petrus Jacobus Wilhelmus Gerardus |
|
Amstelplein
6, |
|
Executive Director |
|
Executive Director |
|
The Netherlands |
Medendorp, Paul Kerst |
|
Amstelplein
6, |
|
Executive Director |
|
Executive Director |
|
Germany |
Raué, Hendrik Herman |
|
Amstelplein
6, |
|
Executive Director |
|
Executive Director |
|
The Netherlands |
van der Burg, Vincent Arthur Maria |
|
Amstelplein
6, |
|
Supervisory Board Director |
|
Supervisory Board Director |
|
The Netherlands |
Kottman, René Herman Philip Willem |
|
Amstelplein 6, |
|
Supervisory Board Director |
|
Supervisory Board Director |
|
The Netherlands |
Smits, Marcellinus Hermanus Maria |
|
Amstelplein 6, |
|
Supervisory Board Director |
|
Supervisory Board Director |
|
The Netherlands |
Boumeester, Pamela Gertrude |
|
Amstelplein 6, |
|
Supervisory Board Director |
|
Supervisory Board Director |
|
The Netherlands |
Haars, Jan Gerard |
|
Amstelplein 6, |
|
Supervisory Board Director |
|
Supervisory Board Director |
|
The Netherlands |
Fischer, Eric Jacob |
|
Amstelplein 6, |
|
Supervisory Board Director |
|
Supervisory Board Director |
|
The Netherlands |
Moss, Andrew John |
|
Amstelplein 6, |
|
Supervisory Board Director |
|
Supervisory Board Director |
|
United Kingdom |
SCHEDULE II
All of the Shares of the Company acquired and sold as described in the table below were acquired by Cyrte Investments GP III B.V. in open market transactions.
Trade Date |
|
Shares Acquired or Sold |
|
Share Price (USD) |
|
December 19, 2007 |
|
1,988,486 |
|
4.8375 |
|
December 20, 2007 |
|
1,217,700 |
|
4.9186 |
|
December 21, 2007 |
|
888,200 |
|
5.1583 |
|
December 24, 2007 |
|
159,000 |
|
5.2070 |
|
December 26, 2007 |
|
61,072 |
|
5.2299 |
|
December 27, 2007 |
|
1,235,100 |
|
5.2116 |
|
December 28, 2007 |
|
1,653,924 |
|
5.2471 |
|
December 31, 2007 |
|
803,700 |
|
5.4721 |
|
January 2, 2008 |
|
927,400 |
|
5.4962 |
|
January 3, 2008 |
|
2,570,000 |
|
5.3595 |
|
January 4, 2008 |
|
4,521,698 |
|
5.2005 |
|
January 7, 2008 |
|
2,492,096 |
|
5.4721 |
|
January 8, 2008 |
|
1,380,200 |
|
5.1105 |
|
January 9, 2008 |
|
3,605,500 |
|
5.0293 |
|
January 10, 2008 |
|
4,000,000 |
|
5.1701 |
|
January 11, 2008 |
|
1,132,496 |
|
5.1884 |
|
January 15, 2008 |
|
598,800 |
|
5.0066 |
|
|
|
|
|
|
|
|
|
29,236,372 |
|
|
|