UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

BRASIL TELECOM S.A.

(Name of Issuer)

 

American Depositary Shares (as evidenced by American Depositary Receipts) each representing three Preferred Shares

(Title of Class of Securities)

 

10553M101

(CUSIP Number)

 

Anneke Westbroek

Flevolaan 41A

1411 KC NAARDEN

P.O. Box 5081

1410 AB NAARDEN

The Netherlands

+31 35 695 9090

(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

April 19, 2010

(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.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cyrte Investments 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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

2



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cyrte Investments GP III 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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

3



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cyrte Fund III C.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)
OO

 

 

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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

4



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aviva plc

 

 

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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

5



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aviva Group 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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

6



 

CUSIP No.   10553M101

 

 

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

 

 

(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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

7



 

CUSIP No.   10553M101

 

 

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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

8



 

CUSIP No.   10553M101

 

 

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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

9



 

CUSIP No.   10553M101

 

 

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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

10



 

CUSIP No.   10553M101

 

 

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
6,666,626(1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
6,666,626(1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
6,666,626

 

 

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)
5.01% (2)

 

 

14.

Type of Reporting Person (See Instructions)
OO

 


(1) The Reporting Persons own 6,666,626 American Depositary Shares each representing three Preferred Shares of Brasil Telecom S.A.

 

(2) The calculation of the foregoing percentage is based on 399,597,370 Preferred Shares of Brasil Telecom S.A. outstanding as of September 30, 2009, as reported on the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009.

 

11



 

Item 1.

Security and Issuer

This Schedule 13D (the “Statement”) relates to 6,666,626 American Depositary Shares (the “Shares”) of Brasil Telecom S.A. (the “Company”). The Company’s principal offices are located at SIA Sul, Área de Servicos Públiços, Lote D, Bloco B, Brasilia, D.F. 71.215-000, Federative Republic of Brazil.

 

 

Item 2.

Identity and Background

(a), (b) and (c) This Statement 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 53.01% 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 GP’s 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.

 

12



 

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”.

 

 

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 Company’s 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 Company’s 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 Statement, 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.

 

 

Item 5.

Interest in Securities of the Issuer

(a) and (b) According to the issuer’s current report on Form 6-K filed with the Securities and Exchange Commission on December 4, 2009, there were 399,597,370 Preferred Shares outstanding as of September 30, 2009. Cyrte Investments GP directly owns 6,666,626 Shares (evidenced by American Depositary Receipts representing 19,999,878 Preferred Shares), which represents 5.01% of the Preferred Shares outstanding as of September 30, 2009.  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 53.01% 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 last 60 days 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, finder’s 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.

 

 

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 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 April 27, 2010.

 

 

 

Exhibit 99.2

 

Power of Attorney granted on June 4, 2009 granting power of attorney to Ms. Anneke Westbroek to sign on behalf of Cyrte Investments B.V., Cyrte Investments GP I B.V., CF I Invest C.V., Cyrte Investments GP III B.V. and Cyrte Fund III C.V.

 

 

 

Exhibit 99.3

 

Power of Attorney granted on February 8, 2010 granting power of attorney to Angus Eaton and Gabrielle Dixey to sign on behalf of Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited and Aviva International Holdings Limited.

 

 

 

Exhibit 99.4

 

Power of Attorney granted on February 8, 2010 granting power of attorney to Angus Eaton and Gabrielle Dixey to sign on behalf of CGU International Holdings B.V..

 

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.

 

April 23, 2010

 

Date

/s/ Anneke Westbroek

 

Signature

Cyrte Investments B.V., by Anneke Westbroek attorney-in-fact*

 

April 23, 2010

 

Date

/s/ Anneke Westbroek

 

Signature

Cyrte Investments GP III B.V., Anneke Westbroek by attorney-in-fact*

 

April 23, 2010

 

Date

/s/ Anneke Westbroek

 

Signature

Cyrte Fund III C.V., by Anneke Westbroek attorney-in-fact*

 

April 27, 2010

 

Date

/s/ Gabrielle Dixey

 

Aviva plc, by Gabrielle Dixey attorney-in-fact**

 

April 27, 2010

 

Date

 

/s/ Gabrielle Dixey

 

Signature

Aviva Group Holdings Limited by Gabrielle Dixey attorney-in-fact**

 

April 27, 2010

 

Date

/s/ Gabrielle Dixey

 

Signature

Aviva International Insurance Limited by Gabrielle Dixey attorney-in-fact**

 

April 27, 2010

 

Date

/s/ Gabrielle Dixey

 

Signature

Aviva Insurance Limited by Gabrielle Dixey attorney-in-fact**

 

April 27, 2010

 

Date

 

/s/ Gabrielle Dixey

 

Signature

Aviva International Holdings Limited by Gabrielle Dixey attorney-in-fact**

 

April 27, 2010

 

Date

 

/s/ Gabrielle Dixey

 

Signature

CGU International Holdings B.V. by Gabrielle Dixey attorney-in-fact***

 

April 23, 2010

 

Date

/s/ H.P. Laoh

 

Signature

Delta Lloyd N.V., by H.P. Laoh attorney-in-fact****

 

 


* Signed pursuant to power of attorney, dated June 4, 2009, attached hereto as Exhibit 99.2.

 

** Signed pursuant to power of attorney, dated February 8, 2010, attached hereto as Exhibit 99.3.

 

*** Signed pursuant to power of attorney, dated February 8, 2010, attached hereto as Exhibit 99.4.

 

**** Signed pursuant to power of attorney, dated June 29, 2009, included as Exhibit 99.3 to Amendment No. 6 to the statement on Schedule 13D filed with the Securities and Exchange Commission on July 29, 2009 by the Reporting Persons and incorporated herein by reference.

 

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
occupation or
employment

 

Citizenship

Botman, Franciscus Johannes

 

Flevolaan 41A,
1411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands

 

Director
(
bestuurder)
and Chairman of Management Board

 

Director
(bestuurder)

 

The Netherlands

Aardoom, Japhet Pieter

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Otto, Alex Hendrikus

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Hoek, Nicolaas Willem

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board
Director

 

The Netherlands

Kok, Petrus Jacobus Wilhelmus Gerardus

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board
Director

 

The Netherlands

Krant, Joop

 

Dreeftoren 5th floor
Haaksbergweg 11
1101 BP Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board
Director

 

The Netherlands

 

Cyrte Investments GP III B.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Cyrte Investments B.V.

 

Flevolaan 41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands

 

Investment
management

 

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
occupation or
employment

 

Citizenship

Cyrte Investments GP III B.V.

 

Flevolaan 41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands

 

Investment
management

 

Investment management; general partner of Cyrte Fund III C.V.

 

Not applicable

 

Aviva plc

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Francis, Mary Elizabeth

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

United Kingdom

Goeltz, Richard Karl

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Senior Independent Director

 

Senior Independent Director

 

United States

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Piwnica, Carole

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

Belgium

Sharman, Colin Morven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Chairman

 

Chairman

 

United Kingdom

Walls, John Russell Fotheringham

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

United Kingdom

Machell, Simon Christopher John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

Ainley, John David

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

Dromer, Alain Henri Pierre

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

France

Hodges, Mark Steven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Mayer, Igal Mordeciah

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United States

MacKenzie, Amanda Felicity

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

Wheway, Jonathan Scott

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

United Kingdom

Moneta, Andrea

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

Italy

Goh, Euleen Yiu Kiang

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Non exec. Director

 

Singapore

Regan, Patrick

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Hawker, Micheal

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

Australia

Van de Walle, Leslie

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

France

Spencer, Robin

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

 

16



 

Aviva Group Holdings Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Mayer, Igal Mordeciah

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United States

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Regan, Patrick

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

 

Aviva International Insurance Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

St Helen’s,
1Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Regan, Patrick

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

 

Aviva Insurance Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

Moss, Andrew John

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

Regan, Patrick

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

 

17



 

Aviva International Holdings Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Mayer, Igal Mordeciah

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United States

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Moneta, Andrea

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

Italy

Regan, Patrick

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Machell, Simon Christopher John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

 

CGU International Holdings B.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Harris, Timothy

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Jones, Edward Graham

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

 

Delta Lloyd N.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hoek, Nicolaas Willem

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Kok, Petrus Jacobus Wilhelmus Gerardus

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Medendorp, Paul Kerst

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

Germany

Raué, Hendrik Herman

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Holsboer, Jan Hendrik

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Kottman, René Herman Philip Willem

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Smits, Marcellinus Hermanus Maria

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Boumeester, Pamela Gertrude

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Haars, Jan Gerard

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Fischer, Eric Jacob

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Moss, Andrew John

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

United Kingdom

 

18



 

SCHEDULE II

 

All of the Shares of the Company acquired or sold as described in the table below were acquired or sold by Cyrte Investments GP III B.V. in open market transactions.

 

Trade Date

 

Shares Acquired or Sold

 

Share Price (USD)

 

April 8, 2010

 

100,000

 

19.2165

 

April 12, 2010

 

83,333

 

19.2571

 

April 14, 2010

 

250,000

 

19.8000

 

April 15, 2010

 

3,000

 

20.5897

 

April 16, 2010

 

364,000

 

20.2171

 

April 19, 2010

 

484,095

 

19.9200

 

 

19