Scott A. Ziegler, Esq.
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Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
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Title of each class of
Securities to be registered
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Amount
to be registered
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Proposed maximum aggregate price per unit (1)
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Proposed maximum
aggregate offering price (2)
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Amount of
registration fee
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American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing 10 preferred shares of TIM Participações S.A.
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50,000,000
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$0.05
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$2,500,000
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$290.25
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(1)
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Each unit represents one American Depositary Share.
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(2)
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Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
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Location in Form of American Depositary
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Item Number and Caption
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Receipt Filed Herewith as Prospectus
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(1)
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Name and address of Depositary
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Introductory paragraph
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(2)
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Title of American Depositary Receipts and identity of
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Face of American Depositary Receipt, top center
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deposited securities
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Terms of Deposit:
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(i)
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Amount of deposited securities represented by
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Face of American Depositary Receipt, upper right
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one unit of American Depositary Shares
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corner
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(ii)
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Procedure for voting, if any, the deposited
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Paragraph (12)
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securities
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(iii)
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Collection and distribution of dividends
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Paragraphs (4), (5), (7) and (10)
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(iv)
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Transmission of notices, reports and proxy
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Paragraphs (3), (8) and (12)
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soliciting material
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(v)
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Sale or exercise of rights
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Paragraphs (4), (5) and (10)
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(vi)
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Deposit or sale of securities resulting from
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Paragraphs (4), (5), (10) and (13)
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dividends, splits or plans of reorganization
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(vii)
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Amendment, extension or termination of the
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Paragraphs (16) and (17)
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Deposit Agreement
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(viii)
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Rights of holders of receipts to inspect the transfer
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Paragraph (3)
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books of the Depositary and the list of Holders of
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receipts
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(ix)
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Restrictions upon the right to deposit or withdraw
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Paragraphs (1), (2), (4), and (5)
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the underlying securities
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(x)
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Limitation upon the liability of the Depositary
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Paragraph (14)
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(3)
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Fees and Charges
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Paragraph (7)
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Location in Form of American Depositary
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Item Number and Caption
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Receipt Filed Herewith as Prospectus
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(b)
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Statement that TIM Participações S.A. is subject to
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Paragraph (8)
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the periodic reporting requirements of the Securities
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Exchange Act of 1934, as amended, and, accordingly,
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files certain reports with the Commission, and that
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such reports can be inspected by holders of American
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Depositary Receipts and copied at public reference
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facilities maintained by the Commission in
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Washington, D.C.
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(a)(1)
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Deposit Agreement dated as of June 24, 2002 among TIM Participações S.A. (fka Tele Celular Sul Participações S.A.) (the “Company”), JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as depositary (the “Depositary”), and the holders from time to time of the American Depositary Receipts issued thereunder (the “Deposit Agreement”). Previously filed as an exhibit to Form F-6 file number 333-83742 and incorporated herein by reference.
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(a)(2)
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Form of Amendment No. 1 to Deposit Agreement among the Company, the Depositary and all holders from time to time of American Depositary Receipts issued thereunder. Previously filed as an exhibit to Post-Effective Amendment to Form F-6 file number 333-83742 and incorporated herein by reference.
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(a)(3)
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Form of Amendment No. 2 to Deposit Agreement among the Company, the Depositary and all holders from time to time of American Depositary Receipts issued thereunder, including the form of American Depositary Receipt, filed herewith as Exhibit (a)(3).
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(b)
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Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not applicable.
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(c)
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Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not applicable.
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(d)
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Opinion of counsel to the Depositary as to the legality of the securities being registered. Filed herewith as Exhibit (d).
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(e)
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Certification under Rule 466. Filed herewith as Exhibit (e).
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(f)
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Power of Attorney. Included as part of the signature pages hereto.
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(a)
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The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
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(b)
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If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
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Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares
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By:
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JPMORGAN CHASE BANK, N.A., as Depositary
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By:
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/s/ Gregory A. Levendis | |
Name:
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Gregory A. Levendis | ||
Title:
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Vice President | ||
TIM Participações S.A.
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By:
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/s/ Luca Luciani | |
Name:
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Luca Luciani | ||
Title:
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Chief Executive Officer | ||
Name
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Title
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/s/ Manoel Horácio Francisco da Silva
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Chairman of the Board
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Manoel Horácio Francisco da Silva
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Board Member
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Gabriele Galateri di Genola
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/s/ Luca Luciani
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Board Member and Chief Executive Officer
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Luca Luciani
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/s/ Claudio Zezza
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Chief Financial Officer
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Claudio Zezza
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Board Member
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Marco Patuano
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Board Member
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Andrea Mangoni
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Board Member
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Mailson Ferreira da Nóbrega
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/s/ Andrea Sandro Calabi
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Board Member
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Andrea Sandro Calabi
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/s/ Adhemar Gabriel Bahadian
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Board Member
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Adhemar Gabriel Bahadian
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/s/ Carmelo Furci
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Board Member
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Carmelo Furci
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/s/ Gregory F. Lavelle
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Authorized Representative in the
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Gregory F. Lavelle
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United States
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Puglisi & Associates
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Exhibit
Number
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(a)(3)
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Form of Amendment No. 2 to Deposit Agreement
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(d)
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Legal Opinion
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(e)
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Certification under Rule 466.
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