As filed with the Securities and Exchange Commission on May 8, 2012.
Registration No. 333-175866
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 5
to
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TIM W.E. SGPS, S.A.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Republic of Portugal | 7372 | Not Applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Avenida Infante Santo
2H, 3º 1350-178
Lisbon, Portugal
+351-212-487-800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011
(212) 590-9200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Michael J. Willisch, Esq. Davis Polk & Wardwell LLP Paseo de la Castellana 41 Madrid, Spain 28046 Phone: (34) 91 768-9610 Fax: (34) 91-768-9710 | Sebastian R. Sperber, Esq. Cleary Gottlieb Steen & Hamilton LLP City Place House, 55 Basinghall Street London EC2V 5EH Phone: (44) 20 7614-2200 Fax: (44) 20 7600-1698 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment is being filed solely to include Exhibits 1.1 and 4.1 to the Registration Statement (Registration No. 333-175866). No other changes have been made to the Registration Statement. Accordingly, this amendment consists only of the facing page and this explanatory note.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lisbon, Portugal on May 8, 2012.
| TIM w.e. SGPS, S.A. | ||||
| By: | /s/ Diogo Ahrens Teixeira Salvi | |||
| Name: | Diogo Ahrens Teixeira Salvi | |||
| Title: | Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 5 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Diogo Ahrens Teixeira Salvi Diogo Ahrens Teixeira Salvi | CEO and Director (Principal Executive Officer) | May 8, 2012 | ||
* António Rafael de Brito Fouto | Chief Financial Officer and Director (Principal Financial and Accounting Officer) | May 8, 2012 | ||
* Ricardo Manuel Brás Calçado Carvalho | Director | May 8, 2012 | ||
* Paulo Jorge Passos Salgado | Director | May 8, 2012 | ||
* Martim Avillez de Azevedo Menezes | Director | May 8, 2012 | ||
* Tomás de Mello Paes de Vasconcelos | Director | May 8, 2012 | ||
* Nuno Silvério Marques | Director | May 8, 2012 | ||
* Bernardo Reynolds de Carvalho | Director | May 8, 2012 | ||
/s/ Donald Puglisi Donald Puglisi | Authorized Representative of TIM w.e. SGPS, S.A. in the United States | May 8, 2012 | ||
| * By: | /s/ Diogo Ahrens Teixeira Salvi Diogo Ahrens Teixeira Salvi Attorney-in-fact | May 8, 2012 | ||||
EXHIBIT INDEX
| 1.1 | Form of Underwriting Agreement* | |
| 3.1 | Bylaws (amended and restated)** | |
| 4.1 | Specimen certificate evidencing common shares* | |
| 5.1 | Opinion of CCA Advogados as to the validity of the common shares** | |
| 8.1 | Opinion of CCA Advogados as to Portuguese tax matters (included in Exhibit 5.1)** | |
| 8.2 | Opinion of Davis Polk & Wardwell LLP as to U.S. tax matters** | |
| 10.1 | Mobile Carrier Agreement – Vivo (Brazil) (English translation)** | |
| 10.2 | Datacenter Agreement – Mainroad Information Technology (English translation)** | |
| 21.1 | List of Subsidiaries** | |
| 23.1 | Consent of KPMG & Associados – Sociedade de Revisores Oficiais de Contas, S.A.** | |
| 23.2 | Consent of CCA Advogados (included in Exhibit 5.1)** | |
| 23.3 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 8.2)** | |
| 24.1 | Powers of Attorney (included on signature page)** | |
| 99.1 | TIM w.e. SGPS, S.A. Code of Ethics** | |
| * | Filed herewith |
| ** | Previously filed |
