CUSIP No. 928555S101
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cyrte Investments B.V.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
Not applicable
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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.
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Citizenship or Place of Organization
The Netherlands
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
46,363,813(1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
46,363,813(1)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
5.06% (2)
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14.
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Type of Reporting Person
(See Instructions)
OO
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(1) The Reporting Persons collectively own 46,363,813 American
Depository Shares each representing one share of Preferred Stock of Vivo
Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,000
shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of June 30,
2007, as reported on the issuers current report on Form 6-K filed with the
Securities and Exchange Commission on August 8, 2007.
2
CUSIP No. 928555S101
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cyrte Investments GP I B.V.
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|
2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
Not applicable
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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.
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Citizenship or Place of Organization
The Netherlands
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
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|
9.
|
Sole Dispositive Power
0
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|
10.
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Shared Dispositive Power
46,363,813(1)
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|
|
11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
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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)
5.06% (2)
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|
14.
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Type of Reporting Person
(See Instructions)
OO
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|
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|
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(1) The Reporting Persons collectively own 46,363,813 American
Depository Shares each representing one share of Preferred Stock of Vivo
Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,000
shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of June 30,
2007, as reported on the issuers current report on Form 6-K filed with the
Securities and Exchange Commission on August 8, 2007.
3
CUSIP No. 928555S101
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Cyrte Fund I C.V.
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|
2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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|
(a)
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x
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|
(b)
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o
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|
3.
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SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO
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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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|
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6.
|
Citizenship or Place of Organization
The Netherlands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
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|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
46,363,813(1)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons collectively own 46,363,813 American
Depository Shares each representing one share of Preferred Stock of Vivo
Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,000
shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of June 30,
2007, as reported on the issuers current report on Form 6-K filed with the
Securities and Exchange Commission on August 8, 2007.
4
CUSIP No. 928555S101
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Aviva plc
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2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
Not applicable
|
|
|
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
England and Wales
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|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
|
Sole Voting Power
0
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|
8.
|
Shared Voting Power
46,363,813(1)
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9.
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Sole Dispositive Power
0
|
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10.
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Shared Dispositive Power
46,363,813(1)
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|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
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|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons collectively own 46,363,813 American
Depository Shares each representing one share of Preferred Stock of Vivo
Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,000
shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of June 30,
2007, as reported on the issuers current report on Form 6-K filed with the
Securities and Exchange Commission on August 8, 2007.
5
CUSIP No. 928555S101
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1.
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Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Aviva Group Holdings Limited
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|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
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|
(a)
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x
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|
(b)
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o
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3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
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|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
46,363,813 (1)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1)
The Reporting Persons collectively own 46,363,813 American Depository Shares
each representing one share of Preferred Stock of Vivo Participaçoes S.A
.
(2) The calculation of the
foregoing percentage is based on
917,186,000 shares of
Preferred Stock of Vivo Participaçoes S.A
.
outstanding as of June 30, 2007, as reported on the issuer
s
current report on
Form 6-K filed with the Securities and Exchange Commission on August 8,
2007.
6
CUSIP No. 928555S101
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|
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Aviva International Insurance Limited
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
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|
(b)
|
o
|
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|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
46,363,813 (1)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1)
The Reporting Persons collectively own 46,363,813 American Depository Shares
each representing one share of Preferred Stock of Vivo Participaçoes S.A
.
(2) The calculation of the
foregoing percentage is based on
917,186,000 shares of
Preferred Stock of Vivo Participaçoes S.A
.
outstanding as of June 30, 2007, as reported on the issuer
s
current report on
Form 6-K filed with the Securities and Exchange Commission on August 8,
2007.
7
CUSIP No.
928555S101
|
|
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Aviva Insurance Limited
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Scotland
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
46,363,813 (1)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1)
The Reporting Persons collectively own 46,363,813 American Depository Shares
each representing one share of Preferred Stock of Vivo Participaçoes S.A
.
(2) The calculation of the
foregoing percentage is based on
917,186,000 shares of
Preferred Stock of Vivo Participaçoes S.A
.
outstanding as of June 30, 2007, as reported on the issuer
s
current report on
Form 6-K filed with the Securities and Exchange Commission on August 8,
2007.
8
CUSIP No. 928555S101
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|
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Aviva International Holdings Limited
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
England and Wales
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
46,363,813 (1)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1)
The Reporting Persons collectively own 46,363,813 American Depository Shares
each representing one share of Preferred Stock of Vivo Participaçoes S.A
.
(2) The calculation of the
foregoing percentage is based on
917,186,000 shares of
Preferred Stock of Vivo Participaçoes S.A
.
outstanding as of June 30, 2007, as reported on the issuer
s
current report on
Form 6-K filed with the Securities and Exchange Commission on August 8,
2007.
9
CUSIP No. 928555S101
|
|
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
CGU International Holdings B.V.
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
The Netherlands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
46,363,813 (1)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1)
The Reporting Persons collectively own 46,363,813 American Depository Shares
each representing one share of Preferred Stock of Vivo Participaçoes S.A
.
(2) The calculation of the
foregoing percentage is based on
917,186,000 shares of
Preferred Stock of Vivo Participaçoes S.A
.
outstanding as of June 30, 2007, as reported on the issuer
s
current report on
Form 6-K filed with the Securities and Exchange Commission on August 8,
2007.
10
CUSIP No. 928555S101
|
|
|
1.
|
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
Delta Lloyd N.V.
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
x
|
|
|
(b)
|
o
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
Not applicable
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
The Netherlands
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
0
|
|
8.
|
Shared Voting Power
46,363,813(1)
|
|
9.
|
Sole Dispositive Power
0
|
|
10.
|
Shared Dispositive Power
46,363,813(1)
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
46,363,813
|
|
|
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)
5.06% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
OO
|
|
|
|
|
|
|
(1) The Reporting Persons collectively own 46,363,813 American
Depository Shares each representing one share of Preferred Stock of Vivo
Participaçoes S.A.
(2) The calculation of the foregoing percentage is based on 917,186,000
shares of Preferred Stock of Vivo Participaçoes S.A. outstanding as of June 30,
2007, as reported on the issuers current report on Form 6-K filed with the
Securities and Exchange Commission on August 8, 2007.
11
Item 1.
|
Security and Issuer
|
This Amendment No. 1 to the statement on Schedule
13D (this Amendment) filed with the Securities and Exchange Commission on
April 30, 2007 relates to 46,363,813 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.
|
|
|
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 I B.V. (Cyrte Investments GP), a limited liability company
organized under the laws of The Netherlands; and (x) Cyrte Fund I 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.
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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, Talpa Beheer B.V. and
Stichting Pensioenfonds voor de Gezonheid, Geestelijke en Maatschappelijke
belangen (PGGM).
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12
Item 4.
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Purpose of Transaction
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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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Item 5.
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Interest in Securities of the Issuer
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(a)
and (b) According to the Companys current report on Form 6-K filed with the
Securities and Exchange Commission on August 8, 2007, there were 917,186,000
Shares outstanding as of June 30, 2007.
Cyrte Investments GP directly owns 46,363,813 Shares, which represents
5.06% of the Shares outstanding as of June 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)
During the past 60 days, none of the Reporting Persons has bought or sold 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 Talpa Beheer B.V. and Stichting
Pensioenfonds voor de Gezondheid, Geestelijke en Maatschappelijke belangen
(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.
During the past 60
days, none of the Reporting Persons has bought and sold additional shares of
the Company except in the transactions described in Schedule II attached
hereto, which is incorporated herein by reference.
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13
Item 6.
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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
|
|
|
|
Exhibit 99.1
|
|
Agreement of Joint Filing among Cyrte Investments
B.V., Cyrte Investments GP I B.V., Cyrte Fund I 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 October 9, 2007.
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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.
Oc
tober 9, 2007
|
|
Date
|
/s/ Gaylord
Macnack
|
|
Signature
|
Cyrte
Investments B.V., by Gaylord Macnack, attorney-in-fact*
|
|
October 9, 2007
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|
Date
|
/s/ Gaylord
Macnack
|
|
Signature
|
Cyrte
Investments GP I B.V., by Gaylord Macnack, attorney-in-fact*
|
|
October 9, 2007
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|
Date
|
/s/ Gaylord
Macnack
|
|
Signature
|
Cyrte Fund I
C.V., by Gaylord Macnack, attorney-in-fact*
|
|
October 9, 2007
|
|
Date
|
/s/ Antoinette
Sprenger
|
|
Aviva plc, by Antoinette Sprenger, attorney-in-fact**
|
|
October 9, 2007
|
|
Date
|
|
/s/ Antoinette
Sprenger
|
|
Signature
|
Aviva Group
Holdings Limited by Antoinette Sprenger, attorney-in-fact**
|
|
October 9, 2007
|
|
Date
|
/s/ Antoinette
Sprenger
|
|
Signature
|
Aviva
International Insurance Limited by Antoinette Sprenger, attorney-in-fact**
|
|
October 9, 2007
|
|
Date
|
/s/ Antoinette
Sprenger
|
|
Signature
|
Aviva Insurance
Limited by Antoinette Sprenger, attorney-in-fact**
|
|
October 9, 2007
|
|
Date
|
|
/s/ Antoinette
Sprenger
|
|
Signature
|
Aviva International
Holdings Limited by Antoinette Sprenger, attorney-in-fact**
|
|
October 9, 2007
|
|
Date
|
|
/s/ Antoinette
Sprenger
|
|
Signature
|
CGU
International Holdings B.V. by Antoinette Sprenger, attorney-in-fact**
|
|
October 9, 2007
|
|
Date
|
/s/ Antoinette
Sprenger
|
|
Signature
|
Delta Lloyd
N.V., by Antoinette Sprenger, attorney-in-fact**
|
|
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* Signed
pursuant to powers of attorney, dated July 30, 2006,
August
3, 2006 and January 18, 2007
, included as Exhibit 99.2 to the statement on
Schedule 13D filed with the Securities and Exchange Commission on January 19, 2007 by the Reporting Persons and incorporated by
reference herein.
**
Signed pursuant to powers of attorney, dated
October 2,
2007 and October 8, 2007
, included
as Exhibit 99.2 to Amendment No. 8 to the statement on Schedule 13D filed with
the Securities and Exchange Commission on October 9,
2007 by the Reporting Persons are incorporated by reference herein.
15