UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2015
Commission File Number: 001-14475
TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)
TELEFONICA BRAZIL S.A.
(Translation of registrant’s name into English)
Av. Eng° Luís Carlos Berrini, 1376 - 28º andar
São Paulo, S.P.
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
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Form 20-F |
X |
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Form 40-F |
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Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
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Yes |
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No |
X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
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Yes |
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No |
X |
TELEFÔNICA BRASIL S.A.
Publicly-Held Company
CNPJ MF 02.558.157/0001-62 - NIRE 35.3.001.5881-4
NOTICE TO THE MARKET
Telefônica Brasil S.A. ("Company"), complementing the Material Facts disclosed on September 18, 2014 and March 26, 2015, informs its shareholders and the market in general that, on this date, was completed the transaction for the exchange of shares ("Swap") between Telefónica and Société d'Investissements et de Gestion 108 SAS ("FrHolding108"), a company controlled by Vivendi S.A., through which FrHolding108 transferred to Telefónica 76,656,559 shares representing 4.5% of the Company's capital stock, being 68,597,306 common shares representing 12% of such class of shares and 8,059,253 preferred shares representing 0.72% such class of shares issued by the Company, in exchange for 1,110,000,000 shares representing 8.2% of the common shares of Telecom Italia, S.p.A., previously held by Telco TE, S.p.A., a subsidiary of Telefónica.
In virtue of the Swap transaction effected, the Company's corporate structure after the Swap transaction became to be as follows:
|
Shareholders |
Common |
% |
Preferred |
% |
Total |
% | |
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Controlling Group |
540,033,264 |
94.47% |
645,807,855 |
57.70% |
1,185,841,119 |
70.13% | |
|
Minority Shareholders |
31,610,953 |
5.53% |
473,532,851 |
42.30% |
505,143,804 |
29.87% | |
|
FrHolding108 |
0 |
0.00% |
126,261,632 |
11.28% |
126,261,632 |
7.47% | |
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Other minority shareholders |
31,610,953 |
5.53% |
347,271,219 |
31.02% |
378,882,172 |
22.40% | |
|
Total of shares |
571,644,217 |
100% |
1,119,340,706 |
100% |
1,690,984,923 |
100% | |
As previously announced, the Swap transaction was approved by Agência Nacional de Telecomunicações - ANATEL at meetings held on December 22, 2014 and March 12, 2015, as Judgements No. 429/2014-CD and No. 87/2015-CD, respectively, and by Conselho Administrativo de Defesa Econômica – CADE’s Court, at its 61st ordinary session of trial, held on March 25, 2015.
The Investor Relations Office remains available to shareholders to clarify any issues related to the object of this Notice, through the telephone +55 11 3430-3687 or through the ir.br@telefonica.com e-mail.
São Paulo, June 24, 2015.
Alberto Manuel Horcajo Aguirre
Investor Relations Officer
Telefônica Brasil S.A. – Investor Relations
Tel: +55 11 3430-3687
Email: ir.br@telefonica.com
www.telefonica.com.br/ir
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TELEFÔNICA BRASIL S.A. | |||
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Date: |
June 24, 2015 |
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By: |
/s/ Luis Carlos da Costa Plaster | |
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Name: |
Luis Carlos da Costa Plaster |
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Title: |
Investor Relations Director |