Form 6-K
Table of Contents

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 


 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

 

For the month of December, 2005

 

Commission File Number 333—09470

 


 

TELESP CELULAR PARTICIPAÇÕES S.A.

(Exact name of registrant as specified in its charter)

 

Telesp Cellular Holding Company

(Translation of Registrant’s name into English)

 

Av. Roque Petroni Jr., 1464

4º Andar – Lado “A”

04707-000—São Paulo, SP

Federative Republic of Brazil

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F             X            Form 40-F             

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes             No             X             

 



Table of Contents

TABLE OF CONTENTS

 

 

 

1. Goldman Sachs & Companhia Report regarding TCO

 

2. Goldman Sachs & Companhia Report regarding TSD

 

3. Goldman Sachs & Companhia Report regarding TLE

 

4. Goldman Sachs & Companhia Report regarding CRTPart

 

5. Planconsult Report regarding TCP

 

6. Planconsult Report regarding TCO

 

7. Planconsult Report regarding TSD

 

8. Planconsult Report regarding TLE

 

9. Planconsult Report regarding CRTPart

 

10. Financial Statements of TCP as of September 30, 2005 and for the nine-month period then ended that accompany the Deloitte Touche Tohmatsu Book Value Report filed pursuant to Rule 425 on December 6, 2005

 

11. Financial Statements of TCO as of September 30, 2005 and for the nine-month period then ended that accompany the Deloitte Touche Tohmatsu Book Value Report filed pursuant to Rule 425 on December 6, 2005

 

12. Financial Statements of TSD as of September 30, 2005 and for the nine-month period then ended that accompany the Deloitte Touche Tohmatsu Book Value Report filed pursuant to Rule 425 on December 6, 2005

 

13. Financial Statements of TLE as of September 30, 2005 and for the nine-month period then ended that accompany the Deloitte Touche Tohmatsu Book Value Report filed pursuant to Rule 425 on December 6, 2005

 

14. Financial Statements of CRTPart as of September 30, 2005 and for the nine-month period then ended that accompany the Deloitte Touche Tohmatsu Book Value Report filed pursuant to Rule 425 on December 6, 2005

 

This communication contains forward-looking statements. These statements are statements that are not historical facts, and are based on estimates of future economic circumstances, industry conditions, company performance and financial results. Statements regarding future financial results, business strategies, future synergies, future costs and future liquidity of the Companies are examples of forward-looking statements. Such statements are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.


Table of Contents

GOLDMAN SACHS & COMPANHIA REPORT REGARDING TCO

 

 


Table of Contents
LOGO     

 

Valuation Report

 

Tele Centro Oeste Celular Participações S.A. and Telesp Celular Participações S.A.

 

Goldman Sachs & Companhia

 

December 4, 2005


Table of Contents
LOGO    Disclaimers

 

Goldman Sachs & Co. and Goldman Sachs & Cia. (together, “Goldman Sachs”) have been engaged by Telesp Celular Participações S.A. (“TCP”), in accordance with Law No. 6404 of December 15, 1976 (the “Corporation Law”), as amended, to perform valuation analyses (the “Valuations”) with respect to each of TCP and each of Celular CRT Participações (“CRT”), Tele Sudeste Celular Participações S.A. (“TSD”), Tele Leste Celular Participações S.A. (“TBE”) and Tele Centro Oeste Celular Participações S.A. (“TCO”; together with CRT, TSD and TBE , the “Targets”; and together with TCP, the “Companies”), in connection with the merger of shares of TCO into TCP and the merger of each of the other Targets into TCP (collectively, the “Transactions”).

 

Our Valuations have been prepared for the exclusive use of TCP’s Board of Directors in connection with their analysis of the Transactions, as described further below, and should not be used for any other purposes, including, without limitation, to form the capital of TCP under the terms of the Corporation Law, including, but not limited to, its Article 8. Our Valuations have been prepared in both the Portuguese and English languages, and the Portuguese version shall prevail for all purposes.

 

In connection with preparing our valuation analyses, we have reviewed, among other things: (i) certain financial analyses and forecasts for each of the Companies prepared and approved by the senior management of each such Company; (ii) publicly available financial statements for the years ended December 31, 2002, 2003 and 2004 of each of the Companies, which were audited by Deloitte Touche Tohmatsu - Auditores Independentes (“ Auditors”); (iii) certain other financial information with respect to each of the Companies, including the cash and bank balances, loans and other debt obligations and hedging and contingencies provisions of each Company as of September 30, 2005, as set forth in letters from the Auditors dated December 4, 2005, addressed to each such Company and forwarded to us by the latter and reflecting the best judgment of the Auditors in conformity with generally accepted accounting procedures in Brazil. We also have held discussions with members of the senior management of each of the Companies with respect to their assessment of the past and current business operations, financial condition and prospects of such Companies. The Valuations also take into consideration the distribution of interest on net equity, as well as the payment of dividends as anticipated by the Companies’ Board of Directors.

 

In preparing our Valuations, we have assumed and relied, with the express consent of the Companies and without independent verification, on the accuracy, content, truthfulness, consistency, completeness, sufficiency and integrity of the financial, accounting, legal, tax and other information reviewed by or discussed with us, and we have not assumed, and do not hereby assume, any responsibility to independently verify any of the information or to make an independent verification or appraisal of any of the assets or liabilities (contingent or otherwise) of the Companies, nor have we examined the solvency or fair value of the Companies under any laws concerning bankruptcy, insolvency or similar matters. To this effect, we assume no responsibility or liability with respect to the accuracy, truthfulness, integrity, consistency, or sufficiency of such information, for which the respective Companies are solely and exclusively responsible. In addition, we have not assumed any obligation to conduct, and have not conducted, any physical inspection of the properties or facilities of the Companies. With your consent, we have assumed that the financial analyses and forecasts prepared by the senior management of each Company, as approved by the Management of such Company, have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of such Company.


Table of Contents
LOGO   

Disclaimers

 

(Continued)

 

You have asked us to prepare our Valuations in connection with the requirement under Article 30 of TCP’s By-laws that TCP obtain a determination with respect to the “equitable treatment” of each of the exchange ratios for the proposed Transactions. Our analysis has been prepared on the basis that, if the Board of Directors of TCP proposed an exchange ratio with respect to each Transaction that falls within the range of exchange ratios implied by the ranges of value indications derived from our Valuations with respect to TCP and the relevant Target involved in such Transaction, applied on a consistent basis, then that exchange ratio would constitute “equitable treatment”. Our Valuations have been prepared solely based on the discounted cash flow methodology assuming a stable macroeconomic scenario for Brazil. The valuation analyses and the results therefrom do not purport to reflect the prices at which any of the Companies or its securities could be sold, nor do they take into account any element of value that may arise from the accomplishment or expectation of the proposed Transactions. You should further note that we are not an accounting firm and we did not provide accounting or audit services in connection with this Valuation Report. In addition, because these valuation analyses are based upon forecasts of future financial results, they are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such analyses. Given, further, that these analyses are intrinsically subject to uncertainties and various events or factors outside the control of the Companies and Goldman Sachs, neither Goldman Sachs, nor any of its affiliates and representatives, assume any responsibility or liability if future results differ substantially from the projections presented in the Valuations and make no representation or warranty with respect to such projections.

 

Our Valuations are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. As a result, the valuation analyses are valid exclusively as of the date hereof as future events and developments may affect their conclusions. We do not assume any obligation to update, review, revise or revoke the Valuations as a result of any subsequent event or development. With respect to the Valuations, TCP and its Board of Directors have not authorized us to solicit, nor have we solicited any indication of interest from third parties to acquire, in whole or in part, any Company’s shares. As a result, the results determined in the Valuations do not necessarily correspond to, and should not be construed as representative of, the prices at which any Company could be sold in a third-party acquisition transaction, at which any Company’s respective shares trade on the date hereof or will trade at any future time, or at which the shares of TCP will trade after the Transactions.

 

The preparation of economic and financial analyses such as those conducted in the preparation of the Valuations is a complex process that involves subjective judgment and is not susceptible to partial analysis or summary description. In arriving at its conclusions, Goldman Sachs did not attribute any particular weight to any particular factor considered by it; rather, Goldman Sachs made qualitative judgments as to the importance and relevance of all the factors considered therein. Accordingly, Goldman Sachs believes that the Valuations should be considered as a whole and that selecting portions of its analyses or the factors considered therein could result in an incomplete and incorrect understanding of the conclusions of the Valuations. The results presented herein refer solely to the Transactions and do not extend to any other present or future matters or transactions regarding the Companies, the economic group to which they belong or to the sector in which they operate.

 

The Valuations are exclusively addressed to TCP’s Board of Directors and do not address the underlying business decision by TCP to engage in the Transactions and do not constitute a recommendation to any of the Companies and/or the holders of the respective Companies’ shares (including, but not limited to, as to whether any such holder should vote in favor of the Transactions or exercise any appraisal rights or other rights with respect thereto). In addition, the Valuations (i) treat the Companies as stand-alone operations and therefore, the analyses and results of the Valuations do not include any operational, tax or other benefits or losses, or synergies, incremental value and/or costs for the Companies, if any, which may arise from the consummation of the Transactions and (ii) do not address the treatment of the different classes of shares of the Companies, and any adjustments intended to offset, or that may reflect, any specific rights associated with any specific class of shares of the Companies. We are therefore not expressing, and the Valuations do not contain, any views relating to the distribution of economic value among the various classes of shares of any of the Companies.


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LOGO   

Disclaimers

 

(Continued)

 

Goldman, Sachs & Co. and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. We have been engaged by TCP and, irrespective of whether the Transactions are consummated, we will receive a fee for the services provided by us. Moreover, TCP has agreed to reimburse our expenses and indemnify us for certain liabilities that may arise as a result of our engagement. In addition, we have provided certain investment banking services to the Company from time to time, including having acted as the Company’s financial advisors in connection with its rights offerings of 2002 and 2004 and in the voluntary tender offer for the acquisition of TCO shares in 2004. We also have provided and currently are providing certain investment banking services to Telefónica, S.A., one of the indirect controlling shareholders in TCP, including, in its cash offer to acquire the entire issued and to be issued share capital of O2 plc. We also may provide investment banking services to each of the Companies and their affiliates in the future. In connection with the above-described services we have received, and may receive, compensation.

 

Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may provide such services to each of the Companies and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of the each of the Companies and their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

 

In preparing the Valuations, in accordance with applicable laws and regulations, we did not take into account (i) the tax consequences of the Transactions for the holders of the Companies’ shares, and (ii) the impact of any fees and expenses that may result from the consummation of the Transactions, including, but not limited to, those related to any depositary services that may be charged to the holders of the Companies’ ADSs. In addition, pursuant to applicable laws and regulations, we have excluded the tax-related effects associated with the future use by TCP of the non-amortized premium arising from the purchase by TCP of shares of the Targets. The financial calculations contained in the Valuations may not always result in a precise sum due to rounding.

 

Based upon and subject to the foregoing and based upon other matters as we considered relevant, if the exchange ratio approved by TCP’s Board of Directors with respect to each Transaction is within the implied exchange ratios derived from the Valuations with respect to TCP and the relevant Target involved in such Transaction, it is our view that such exchange ratio as of the date hereof would constitute equitable treatment as understood in the manner described above.

 

GOLDMAN SACHS & COMPANHIA


Table of Contents
LOGO    Table of Contents

 

I.

  Overview of the Transaction    1

II.

 

Summary of Valuation Analyses

   5
   

A.

   Background Information    9
   

B.

   Telesp Celular Participações S.A.    12
   

C.

   Tele Centro Oeste Celular Participações S.A.    20
Appendix A:    Glossary    24

 

Goldman Sachs does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you (and your employees, representatives and other agents) may disclose any aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, with no limitations imposed by Goldman Sachs.


Table of Contents
LOGO     

 

I. Overview of the Transaction

 

1


Table of Contents

 

LOGO    Overview of the Transaction
Illustrative Structure of Vivo    Post-Transaction Proposed Structure
LOGO    LOGO

 

Source: Management of Companies

 

Note: Does not represent the complete corporate structure

 

1 Future name of Telesp Celular Participações S.A. Vivo will incorporate all assets and liabilities of TSD, CRT and TBE, and all the shares of TCO

 

2


Table of Contents
LOGO    Valuation Analyses – Methodology

 

    Valuation analyses were performed as of September 30, 2005 based on a projection period from 2005 to 2014. All projections used for purposes of the valuations of each of the Companies were prepared by the senior management of that company

 

    Unlevered free cash flows (before financing costs) were projected by the Companies in Reais and subsequently converted to US Dollars at the average projected exchange rate for each year

 

    Illustrative enterprise values of each of the Companies were determined by the sum of:

 

    Net present value indications calculated as of September 30, 2005 with respect to the unlevered free cash flows for the projection period, and

 

    Net present value indications calculated as of September 30, 2005 with respect to the illustrative terminal value, determined using the perpetuity growth methodology applied to a normalized unlevered free cash flow (capex equal to depreciation and excluding temporary tax benefits)

 

    The valuation analyses prepared for Telesp Celular Participações S.A. (TCP) included the following components: (i) projected free cash flows for its wholly owned subsidiaries, Telesp Celular S.A. and Global Telecom S.A.; (ii) adjustments to reflect the net present value of TCP’s expenses, and (iii) value indication of TCP’s equity interest in TCO, calculated using the Discounted Cash Flow methodology

 

    The illustrative present values of the unlevered free cash flows were calculated using a weighted average cost of capital (“WACC”) between 11.25% and 12.75%. The perpetuity growth rate for the unlevered free cash flow was between 3% and 5%

 

3


Table of Contents
LOGO    Valuation Analyses – Methodology

 

    The equity value indications calculated for each of the Companies were determined by subtracting from the illustrative enterprise value previously calculated the total value of (i) the net debt and contingencies, as set forth in the audited balance sheets as of September 30, 2005, and (ii) the interest on capital and dividends already declared, both converted to US dollars at such date

 

    The indicative equity values indications per share for each of the Companies were determined by dividing the equity value indications by the total number of shares outstanding

 

    Values were adjusted to reflect treasury shares (reduces the number of shares used to determine the equity value indications per share)

 

    The valuation analyses result in aggregate equity value indications for each of the Companies and do not allocate value between any classes of shares. No adjustments were made as to potential benefits that may arise from the transaction, such as synergies or tax gains

 

    The illustrative ranges of exchange ratios calculated for the Companies were determined by the consistent comparison of the illustrative equity value indications per share calculated for each of them

 

4


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LOGO     

 

II. Summary of Valuation Analyses

 

5


Table of Contents
LOGO   

Summary of Valuation Analyses

 

Valuation Based on Discounted Cash Flow Methodology

 

Results of Valuation Analyses – Indicative Equity Values (R$ 000’s)1

 

LOGO

 

1 Valuation analyses based on projections prepared by the management of Companies, using a WACC between 11.25% and 12.75% and a perpetuity growth rate between 3% and 5%

 

6


Table of Contents
LOGO   

Summary of Valuation Analyses

 

Implied Exchange Ratios

 

TCP Price per Share (R$)    TCO Price per Share (R$)
LOGO    LOGO

 

Implied Exchange Ratios (TCP Shares per TCO Shares)1

 

LOGO

 

1 Implied exchange ratios based on the consistent comparison of the equity values indications per share calculated for TCP and TCO

 

7


Table of Contents
LOGO   

Summary of Valuation Analyses

 

Range of Equity Values per Share

 

(In Millions of Reais, Except per Share Values)

 

     TCP

   TCO

 
     Range of Indicative
Values


   Range of Indicative
Values


 

Enterprise Value

   13,778    19,742    5,322     7,286  

Net Debt (1)

   4,951    4,951    (670 )   (670 )

Equity Value

   8,827    14,791    5,991     7,955  

Number of Shares (000’s) (2)

   662,324    662,324    130,068     130,068  

Equity Value per Share

   13.33    22.33    46.06     61.16  

 


1 Includes (i) net financial debt and net contingencies from audited financial statements as of September 30, 2005, and (ii) and dividends and interest on capital already announced but not paid by the Companies

 

2 Shares outstanding as of September 30, 2005 (Source: Management of Companies). Excludes treasury shares

 

8


Table of Contents
LOGO     

 

A. Background Information

 

9


Table of Contents
LOGO    Macroeconomic Assumptions

 

     Projected for the Fiscal Year Ending December 31

 
     2005E

    2006E

    2007E

    2008E

    2009E

    2010E

    2011E

    2012E

    2013E

    2014E

 

Gross Domestic Product (GDP) Real Growth

   3.2 %   3.5 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %

Inflation Rates

                                                            

IPCA

   5.5 %   4.3 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

IGP-DI

   1.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

IGP-M

   1.5 %   5.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

FX Rate R$ / US$ (end of period)

   2.25     2.45     2.56     2.68     2.80     2.85     2.91     2.97     3.03     3.09  

FX Rate R$ / US$ (average)

   2.47     2.40     2.52     2.63     2.75     2.84     2.89     2.95     3.01     3.07  

 

Source: Goldman Sachs Economic Research, BACEN, IBGE and CNI

 

10


Table of Contents
LOGO    Weighted Average Cost of Capital Calculation

 

Risk-Free Rate       

10-year US Treasury (a)

   4,4 %

(+) Brazil Sovereign Spread Average (b)

   4,6 %
    

(=) Assumed Risk-Free Rate

   9,0 %
    

Cost of Equity       

US Equity Risk Premium (c)

   5,6 %

Beta (d)

   1,10  

(+) Assumed Risk-Free Rate

   9,0 %
    

(=) Cost of Equity

   15,2 %
    

Cost of Debt       

Pre-tax Cost of Debt (e)

   9,3 %

(x) Marginal Tax Rate

   34,0 %
    

(=) Cost of Debt

   6,1 %
    

WACC Calculation       

Target Debt / Total Capitalization

   35,0 %

Target Equity / Total Capitalization

   65,0 %
    

WACC (Nominal US$)

   12,0 %
    

 

(a) Average yield of the 10 year on-the-run U.S. Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

 

(b) Average spread of the 2040 Brazilian Government Bond over the 10 year on-the-run US Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

 

(c) Equity Risk Premium based on US Long-Horizon Equity Risk Premia in US dollars from 1974 to 2003 (Source: “International Equity Risk Premia Report 2004” Ibbotson 2004 report)
(d) Average unlevered beta for comparable international players of 001, relevered, based on Target Debt/ Total Capitalization of 35% (Source: BARRA as of November 14, 2005)
(e) Assumes spread of 25 bps between Companies’ cost of debt and the Brazilian Government Bond

 

11


Table of Contents
LOGO     

 

B. Telesp Celular Participações S.A.

 

12


Table of Contents
LOGO    Operational Projections for Telesp Celular S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO
Minutes of Use (“MOU”)    Average Revenue per User (“ARPU”) (R$)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

13


Table of Contents
LOGO    Financial Projections for Telesp Celular S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO
EBITDA (R$ mm) and EBITDA Margin (%)    Capex (R$ mm)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

14


Table of Contents
LOGO    Operational Projections for Global Telecom S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO
Minutes of Use (“MOU”)    Average Revenue per User (“ARPU”) (R$)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

15


Table of Contents
LOGO    Financial Projections for Global Telecom S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO
EBITDA (R$ mm) and EBITDA Margin (%)    Capex (R$ mm)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

16


Table of Contents
LOGO    Operational Projections for Tele Centro Oeste Celular Participações S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO
Minutes of Use (“MOU”)    Average Revenue per User (“ARPU”) (R$)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

17


Table of Contents
LOGO    Financial Projections for Tele Centro Oeste Celular Participações S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO
EBITDA (R$ mm) and EBITDA Margin (%)    Capex (R$ mm)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

18


Table of Contents
LOGO   

Results for Telesp Celular Participações S.A.

 

(R$ mm)

 

     For the Fiscal Year Ending on December 31

 
     2005E

   2006E

   2007E

    2008E

   2009E

   2010E

   2011E

    2012E

   2013E

   2014E

 

Unlevered Net Income (1)

   492    436    599     879    1,234    1,633    2,010     2,373    2,729    3,045  

(+) Depreciation and Amortization

   1,003    1,224    1,255     1,323    1,352    1,331    1,126     1,043    1,038    1,046  

(-) Capex

   1,419    1,225    904     926    941    943    943     944    952    974  

(-) Change in Working Capital

   58    17    (24 )   38    34    12    (24 )   11    4    (71 )

Free Cash Flow

   18    419    973     1,238    1,612    2,009    2,217     2,462    2,811    3,188  

Terminal Year Free Cash Flow (2)

                                                  2,600  

 

Source: Based on projections prepared by the management of Companies

 

1 Net Income before interest, depreciation and amortization less adjusted taxes

 

2 Free Cash Flow for terminal value indication adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

 

19


Table of Contents
LOGO     

 

C. Tele Centro Oeste Celular Participações S.A.

 

20


Table of Contents
LOGO    Operational Projections for Tele Centro Oeste Celular Participações S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO
Minutes of Use (“MOU”)    Average Revenue per User (“ARPU”) (R$)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

21


Table of Contents
LOGO    Financial Projections for Tele Centro Oeste Celular Participações S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO
EBITDA (R$ mm) and EBITDA Margin (%)    Capex (R$ mm)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

22


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LOGO   

Results for Tele Centro Oeste Celular Participações S.A.

 

(R$ mm)

 

     For the Fiscal Year Ending on December 31

     2005E

    2006E

    2007E

    2008E

    2009E

    2010E

    2011E

    2012E

    2013E

    2014E

Unlevered Net Income (1)

   343     389     494     561     635     718     831     925     1,031     1,136

(+) Depreciation and Amortization

   257     255     272     296     312     311     277     273     262     262

(-) Capex

   383     322     254     259     258     259     272     289     287     286

(-) Change in Working Capital

   (65 )   (99 )   (20 )   (1 )   (4 )   (7 )   (9 )   (9 )   (0 )   0

Free Cash Flow

   281     421     532     599     694     778     845     918     1,006     1,112

Terminal Year Free Cash Flow (2)

                                                         842

 

Source: Based on projections prepared by the management of Companies

 

1 Net Income before interest, depreciation and amortization less adjusted taxes

 

2 Free Cash Flow for terminal value indications adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

 

23


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LOGO     

 

Appendix A: Glossary

 

24


Table of Contents
LOGO    Glossary

 

    ARPU: average revenue per user (average for the period) in nominal Reais per month

 

    Beta: Coefficient that measures the non-diversifiable risk to which an asset is subject to. The coefficient is determined by a linear regression of the variation of the price of the asset and the variation of the price of the market portfolio

 

    Capex (capital expenditures): investments in fixed assets

 

    EBITDA: earnings before interest, taxes, depreciation and amortization

 

    EBIT: earnings before interest and taxes

 

    Unlevered net income: earnings before interest, depreciation and amortization, less adjusted taxes

 

    Minutes of Use (“MOU”): total minutes (outgoing and incoming) per subscriber per month

 

    Market Risk Premium: additional return relative to the risk free rate required by investors, in order to compensate for the higher risk of investing in the stock market

 

25


Table of Contents

 

GOLDMAN SACHS & COMPANHIA REPORT REGARDING TSD

 


Table of Contents

LOGO

 

Valuation Report

 

Tele Sudeste Celular Participações S.A. and Telesp Celular Participações S.A.

 

Goldman Sachs & Companhia

 

December 4, 2005


Table of Contents
LOGO    Disclaimers

 

Goldman Sachs & Co. and Goldman Sachs & Cia. (together, “Goldman Sachs”) have been engaged by Telesp Celular Participações S.A. (“TCP”), in accordance with Law No. 6404 of December 15, 1976 (the “Corporation Law”), as amended, to perform valuation analyses (the “Valuations”) with respect to each of TCP and each of Celular CRT Participações (“CRT”), Tele Sudeste Celular Participações S.A. (“TSD”), Tele Leste Celular Participações S.A. (“TBE”) and Tele Centro Oeste Celular Participações S.A. (“TCO”; together with CRT, TSD and TBE , the “Targets”; and together with TCP, the “Companies”), in connection with the merger of shares of TCO into TCP and the merger of each of the other Targets into TCP (collectively, the “Transactions”).

 

Our Valuations have been prepared for the exclusive use of TCP’s Board of Directors in connection with their analysis of the Transactions, as described further below, and should not be used for any other purposes, including, without limitation, to form the capital of TCP under the terms of the Corporation Law, including, but not limited to, its Article 8. Our Valuations have been prepared in both the Portuguese and English languages, and the Portuguese version shall prevail for all purposes.

 

In connection with preparing our valuation analyses, we have reviewed, among other things: (i) certain financial analyses and forecasts for each of the Companies prepared and approved by the senior management of each such Company; (ii) publicly available financial statements for the years ended December 31, 2002, 2003 and 2004 of each of the Companies, which were audited by Deloitte Touche Tohmatsu - Auditores Independentes (“ Auditors”); (iii) certain other financial information with respect to each of the Companies, including the cash and bank balances, loans and other debt obligations and hedging and contingencies provisions of each Company as of September 30, 2005, as set forth in letters from the Auditors dated December 4, 2005, addressed to each such Company and forwarded to us by the latter and reflecting the best judgment of the Auditors in conformity with generally accepted accounting procedures in Brazil. We also have held discussions with members of the senior management of each of the Companies with respect to their assessment of the past and current business operations, financial condition and prospects of such Companies. The Valuations also take into consideration the distribution of interest on net equity, as well as the payment of dividends as anticipated by the Companies’ Board of Directors.

 

In preparing our Valuations, we have assumed and relied, with the express consent of the Companies and without independent verification, on the accuracy, content, truthfulness, consistency, completeness, sufficiency and integrity of the financial, accounting, legal, tax and other information reviewed by or discussed with us, and we have not assumed, and do not hereby assume, any responsibility to independently verify any of the information or to make an independent verification or appraisal of any of the assets or liabilities (contingent or otherwise) of the Companies, nor have we examined the solvency or fair value of the Companies under any laws concerning bankruptcy, insolvency or similar matters. To this effect, we assume no responsibility or liability with respect to the accuracy, truthfulness, integrity, consistency, or sufficiency of such information, for which the respective Companies are solely and exclusively responsible. In addition, we have not assumed any obligation to conduct, and have not conducted, any physical inspection of the properties or facilities of the Companies. With your consent, we have assumed that the financial analyses and forecasts prepared by the senior management of each Company, as approved by the Management of such Company, have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of such Company.


Table of Contents
LOGO   

Disclaimers

 

(Continued)

 

You have asked us to prepare our Valuations in connection with the requirement under Article 30 of TCP’s By-laws that TCP obtain a determination with respect to the “equitable treatment” of each of the exchange ratios for the proposed Transactions. Our analysis has been prepared on the basis that, if the Board of Directors of TCP proposed an exchange ratio with respect to each Transaction that falls within the range of exchange ratios implied by the ranges of value indications derived from our Valuations with respect to TCP and the relevant Target involved in such Transaction, applied on a consistent basis, then that exchange ratio would constitute “equitable treatment”. Our Valuations have been prepared solely based on the discounted cash flow methodology assuming a stable macroeconomic scenario for Brazil. The valuation analyses and the results therefrom do not purport to reflect the prices at which any of the Companies or its securities could be sold, nor do they take into account any element of value that may arise from the accomplishment or expectation of the proposed Transactions. You should further note that we are not an accounting firm and we did not provide accounting or audit services in connection with this Valuation Report. In addition, because these valuation analyses are based upon forecasts of future financial results, they are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such analyses. Given, further, that these analyses are intrinsically subject to uncertainties and various events or factors outside the control of the Companies and Goldman Sachs, neither Goldman Sachs, nor any of its affiliates and representatives, assume any responsibility or liability if future results differ substantially from the projections presented in the Valuations and make no representation or warranty with respect to such projections.

 

Our Valuations are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. As a result, the valuation analyses are valid exclusively as of the date hereof as future events and developments may affect their conclusions. We do not assume any obligation to update, review, revise or revoke the Valuations as a result of any subsequent event or development. With respect to the Valuations, TCP and its Board of Directors have not authorized us to solicit, nor have we solicited any indication of interest from third parties to acquire, in whole or in part, any Company’s shares. As a result, the results determined in the Valuations do not necessarily correspond to, and should not be construed as representative of, the prices at which any Company could be sold in a third-party acquisition transaction, at which any Company’s respective shares trade on the date hereof or will trade at any future time, or at which the shares of TCP will trade after the Transactions.

 

The preparation of economic and financial analyses such as those conducted in the preparation of the Valuations is a complex process that involves subjective judgment and is not susceptible to partial analysis or summary description. In arriving at its conclusions, Goldman Sachs did not attribute any particular weight to any particular factor considered by it; rather, Goldman Sachs made qualitative judgments as to the importance and relevance of all the factors considered therein. Accordingly, Goldman Sachs believes that the Valuations should be considered as a whole and that selecting portions of its analyses or the factors considered therein could result in an incomplete and incorrect understanding of the conclusions of the Valuations. The results presented herein refer solely to the Transactions and do not extend to any other present or future matters or transactions regarding the Companies, the economic group to which they belong or to the sector in which they operate.

 

The Valuations are exclusively addressed to TCP’s Board of Directors and do not address the underlying business decision by TCP to engage in the Transactions and do not constitute a recommendation to any of the Companies and/or the holders of the respective Companies’ shares (including, but not limited to, as to whether any such holder should vote in favor of the Transactions or exercise any appraisal rights or other rights with respect thereto). In addition, the Valuations (i) treat the Companies as stand-alone operations and therefore, the analyses and results of the Valuations do not include any operational, tax or other benefits or losses, or synergies, incremental value and/or costs for the Companies, if any, which may arise from the consummation of the Transactions and (ii) do not address the treatment of the different classes of shares of the Companies, and any adjustments intended to offset, or that may reflect, any specific rights associated with any specific class of shares of the Companies. We are therefore not expressing, and the Valuations do not contain, any views relating to the distribution of economic value among the various classes of shares of any of the Companies.


Table of Contents
LOGO   

Disclaimers

 

(Continued)

 

Goldman, Sachs & Co. and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. We have been engaged by TCP and, irrespective of whether the Transactions are consummated, we will receive a fee for the services provided by us. Moreover, TCP has agreed to reimburse our expenses and indemnify us for certain liabilities that may arise as a result of our engagement. In addition, we have provided certain investment banking services to the Company from time to time, including having acted as the Company’s financial advisors in connection with its rights offerings of 2002 and 2004 and in the voluntary tender offer for the acquisition of TCO shares in 2004. We also have provided and currently are providing certain investment banking services to Telefónica, S.A., one of the indirect controlling shareholders in TCP, including, in its cash offer to acquire the entire issued and to be issued share capital of O2 plc. We also may provide investment banking services to each of the Companies and their affiliates in the future. In connection with the above-described services we have received, and may receive, compensation.

 

Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may provide such services to each of the Companies and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of the each of the Companies and their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

 

In preparing the Valuations, in accordance with applicable laws and regulations, we did not take into account (i) the tax consequences of the Transactions for the holders of the Companies’ shares, and (ii) the impact of any fees and expenses that may result from the consummation of the Transactions, including, but not limited to, those related to any depositary services that may be charged to the holders of the Companies’ ADSs. In addition, pursuant to applicable laws and regulations, we have excluded the tax-related effects associated with the future use by TCP of the non-amortized premium arising from the purchase by TCP of shares of the Targets. The financial calculations contained in the Valuations may not always result in a precise sum due to rounding.

 

Based upon and subject to the foregoing and based upon other matters as we considered relevant, if the exchange ratio approved by TCP’s Board of Directors with respect to each Transaction is within the implied exchange ratios derived from the Valuations with respect to TCP and the relevant Target involved in such Transaction, it is our view that such exchange ratio as of the date hereof would constitute equitable treatment as understood in the manner described above.

 

GOLDMAN SACHS & COMPANHIA


Table of Contents
LOGO    Table of Contents

 

I.       Overview of the Transaction

   1

II.      Summary of Valuation Analyses

   5

A.      Background Information

   9

B.      Telesp Celular Participações S.A.

   12

C.      Tele Sudeste Celular Participações S.A.

   20

AppendixA: Glossary

   24

 

Goldman Sachs does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you (and your employees, representatives and other agents) may disclose any aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, with no limitations imposed by Goldman Sachs.


Table of Contents
LOGO     

 

I. Overview of the Transaction

 

1


Table of Contents
LOGO    Overview of the Transaction

 

Illustrative Structure of Vivo    Post-Transaction Proposed Structure
LOGO    LOGO

 

Source: Management of Companies

 

Note: Does not represent the complete corporate structure

 

1 Future name of Telesp Celular Participações S.A. Vivo will incorporate all assets and liabilities of TSD, CRT and TBE, and all the shares of TCO

 

2


Table of Contents
LOGO    Valuation Analyses – Methodology

 

  Valuation analyses were performed as of September 30, 2005 based on a projection period from 2005 to 2014. All projections used for purposes of the valuations of each of the Companies were prepared by the senior management of that company

 

  Unlevered free cash flows (before financing costs) were projected by the Companies in Reais and subsequently converted to US Dollars at the average projected exchange rate for each year

 

  Illustrative enterprise values of each of the Companies were determined by the sum of:

 

    Net present value indications calculated as of September 30, 2005 with respect to the unlevered free cash flows for the projection period, and

 

    Net present value indications calculated as of September 30, 2005 with respect to the illustrative terminal value, determined using the perpetuity growth methodology applied to a normalized unlevered free cash flow (capex equal to depreciation and excluding temporary tax benefits)

 

  The valuation analyses prepared for Telesp Celular Participações S.A. (TCP) included the following components: (i) projected free cash flows for its wholly owned subsidiaries, Telesp Celular S.A. and Global Telecom S.A.; (ii) adjustments to reflect the net present value of TCP’s expenses, and (iii) value indication of TCP’s equity interest in TCO, calculated using the Discounted Cash Flow methodology

 

  The illustrative present values of the unlevered free cash flows were calculated using a weighted average cost of capital (“WACC”) between 11.25% and 12.75%. The perpetuity growth rate for the unlevered free cash flow was between 3% and 5%

 

3


Table of Contents
LOGO    Valuation Analyses – Methodology

 

  The equity value indications calculated for each of the Companies were determined by subtracting from the illustrative enterprise value previously calculated the total value of (i) the net debt and contingencies, as set forth in the audited balance sheets as of September 30, 2005, and (ii) the interest on capital and dividends already declared, both converted to US dollars at such date

 

  The indicative equity values indications per share for each of the Companies were determined by dividing the equity value indications by the total number of shares outstanding

 

    Values were adjusted to reflect treasury shares (reduces the number of shares used to determine the equity value indications per share)

 

  The valuation analyses result in aggregate equity value indications for each of the Companies and do not allocate value between any classes of shares. No adjustments were made as to potential benefits that may arise from the transaction, such as synergies or tax gains

 

  The illustrative ranges of exchange ratios calculated for the Companies were determined by the consistent comparison of the illustrative equity value indications per share calculated for each of them

 

4


Table of Contents
LOGO     

 

II. Summary of Valuation Analyses

 

5


Table of Contents
LOGO   

Summary of Valuation Analyses

 

Valuation Based on Discounted Cash Flow Methodology

 

Results of Valuation Analyses – Indicative Equity Values (R$ 000’s)1

 

LOGO

 

1 Economic valuation based on projections prepared by the management of Companies, using a WACC between 11.25% and 12.75% and a perpetuity growth rate between 3% and 5%

 

6


Table of Contents
LOGO   

Summary of Valuation Analyses

 

Implied Exchange Ratios

 

TCP Price per Share (R$)    TSD Price per Share (R$)
LOGO    LOGO

 

Implied Exchange Ratios (TCP Shares per TSD Shares)1

 

LOGO

 

1 Implied exchange ratios based on the consistent comparison of the equity values indications per share calculated for TCP and TSD

 

7


Table of Contents
LOGO   

Summary of Valuation Analyses

 

Range of Equity Values per Share

 

(In Millions of Reais, Except per Share Values)

 

     TCP

   TSD

 
     Range of Indicative
Values


   Range of Indicative
Values


 

Enterprise Value

   13,778    19,742    4,214     5,849  

Net Debt (1)

   4,951    4,951    (236 )   (236 )

Equity Value

   8,827    14,791    4,450     6,085  

Number of Shares (000’s) (2)

   662,324    662,324    91,831     91,831  

Equity Value per Share

   13.33    22.33    48.46     66.26  

 

1 Includes (i) net financial debt and net contingencies from audited financial statements as of September 30, 2005, and (ii) and dividends and interest on capital already announced but not paid by the Companies

 

2 Shares outsanding as of September 30, 2005 (Source: Management of Companies). Excludes treasury shares

 

8


Table of Contents
LOGO     

 

A. Background Information

 

9


Table of Contents
LOGO    Macroeconomic Assumptions

 

     Projected for the Fiscal Year Ending December 31

 
     2005E

    2006E

    2007E

    2008E

    2009E

    2010E

    2011E

    2012E

    2013E

    2014E

 

Gross Domestic Product (GDP) Real Growth

   3.2 %   3.5 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %

Inflation Rates

                                                            

IPCA

   5.5 %   4.3 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

IGP-DI

   1.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

IGP-M

   1.5 %   5.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

FX Rate R$ / US $ (end of period)

   2.25     2.45     2.56     2.68     2.80     2.85     2.91     2.97     3.03     3.09  

FX Rate R$ / US $ (average)

   2.47     2.40     2.52     2.63     2.75     2.84     2.89     2.95     3.01     3.07  

 

Source: Goldman Sachs Economic Research, BACEN, IBGE and CNI

 

10


Table of Contents
LOGO    Weighted Average Cost of Capital Calculation

 

Risk-Free Rate  

10-year US Treasury (a)

   4,4 %

(+) Brazil Sovereign Spread Average (b)

   4,6 %
    

(=) Assumed Risk-Free Rate

   9,0 %
    

Cost of Equity  

US Equity Risk Premium (c)

   5,6 %

Beta (d)

   1,10  

(+) Assumed Risk-Free Rate

   9,0 %
    

(=) Cost of Equity

   15,2 %
    

Cost of Debt  

Pre-tax Cost of Debt (e)

   9,3 %

(x) Marginal Tax Rate

   34,0 %
    

(=) Cost of Debt

   6,1 %
    

WACC Calculation  

Target Debt / Total Capitalization

   35,0 %

Target Equity / Total Capitalization

   65,0 %
    

WACC (Nominal US$)

   12,0 %
    

 

(a) Average yield of the 10 year on-the-run U.S. Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

 

(b) Average spread of the 2040 Brazilian Government Bond over the 10 year on-the-run US Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

 

(c) Equity Risk Premium based on US Long-Horizon Equity Risk Premia in US dollars from 1974 to 2003 (Source: “International Equity Risk Premia Report 2004” Ibbotson 2004 report)

 

(d) Average unlevered beta for comparable international players of 001, relevered, based on Target Debt/ Total Capitalization of 35% (Source: BARRA as of November 14, 2005)

 

(e) Assumes spread of 25 bps between Companies’ cost of debt and the Brazilian Government Bond

 

11


Table of Contents
LOGO     

 

B. Telesp Celular Participações S.A.

 

12


Table of Contents
LOGO    Operational Projections for Telesp Celular S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO

 

Minutes of Use (“MOU”)

  

 

Average Revenue per User (“ARPU”) (R$)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

13


Table of Contents
LOGO    Financial Projections for Telesp Celular S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO

 

EBITDA (R$ mm) and EBITDA Margin (%)

  

 

Capex (R$ mm)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

14


Table of Contents
LOGO    Operational Projections for Global Telecom S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO

 

Minutes of Use (“MOU”)

  

 

Average Revenue per User (“ARPU”) (R$)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

15


Table of Contents
LOGO    Financial Projections for Global Telecom S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO

 

EBITDA (R$ mm) and EBITDA Margin (%)

  

 

Capex (R$ mm)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

16


Table of Contents
LOGO    Operational Projections for Tele Centro Oeste Celular Participações S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO

 

Minutes of Use (“MOU”)

  

 

Average Revenue per User (“ARPU”) (R$)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

17


Table of Contents
LOGO    Financial Projections for Tele Centro Oeste Celular Participações S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO

 

EBITDA (R$ mm) and EBITDA Margin (%)

  

 

Capex (R$ mm)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

18


Table of Contents
LOGO   

Results for Telesp Celular Participações S.A.

 

(R$ mm)

 

     For the Fiscal Year Ending on December 31

 
     2005E

   2006E

   2007E

    2008E

   2009E

   2010E

   2011E

    2012E

   2013E

   2014E

 

Unlevered Net Income (1)

   492    436    599     879    1,234    1,633    2,010     2,373    2,729    3,045  

(+) Depreciation and Amortization

   1,003    1,224    1,255     1,323    1,352    1,331    1,126     1,043    1,038    1,046  

(-) Capex

   1,419    1,225    904     926    941    943    943     944    952    974  

(-) Change in Working Capital

   58    17    (24 )   38    34    12    (24 )   11    4    (71 )

Free Cash Flow

   18    419    973     1,238    1,612    2,009    2,217     2,462    2,811    3,188  

Terminal Year Free Cash Flow (2)

                                                  2,600  

 

Source: Based on projections prepared by the management of Companies

 

1 Net Income before interest, depreciation and amortization less adjusted taxes

 

2 Free Cash Flow for terminal value indication adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

 

19


Table of Contents
LOGO     

 

C. Tele Sudeste Celular Participações S.A.

 

20


Table of Contents
LOGO    Operational Projections for Tele Sudeste Celular Participações S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO

 

Minutes of Use (“MOU”)

  

 

Average Revenue per User (“ARPU”) (R$)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

21


Table of Contents
LOGO    Financial Projections for Tele Sudeste Celular Participações S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO

 

EBITDA (R$ mm) and EBITDA Margin (%)

  

 

Capex (R$ mm)

LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

22


Table of Contents
LOGO   

Results for Tele Sudeste Celular Participações S.A.

 

(R$ mm)

 

     For the Fiscal Year Ending on December 31

 
     2005E

    2006E

   2007E

    2008E

    2009E

    2010E

    2011E

    2012E

    2013E

    2014E

 

Unlevered Net Income (1)

   109     187    292     393     508     589     668     745     818     892  

(+) Depreciation and Amortization

   354     339    296     268     218     223     215     207     208     213  

(-) Capex

   298     231    200     187     196     206     214     219     228     237  

(-) Change in Working Capital

   (47 )   77    (4 )   (11 )   (3 )   (35 )   (6 )   (10 )   (10 )   (6 )

Free Cash Flow

   211     218    392     485     534     641     675     743     809     873  

Terminal Year Free Cash Flow (2)

                                                        705  

 

Source: Based on projections prepared by the management of Companies

 

1 Net Income before interest, depreciation and amortization less adjusted taxes

 

2 Free Cash Flow for terminal value adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

 

23


Table of Contents
LOGO     

 

Appendix A: Glossary

 

24


Table of Contents
LOGO    Glossary

 

  ARPU: average revenue per user (average for the period) in nominal Reais per month

 

  Beta: Coefficient that measures the non-diversifiable risk to which an asset is subject to. The coefficient is determined by a linear regression of the variation of the price of the asset and the variation of the price of the market portfolio

 

  Capex (capital expenditures): investments in fixed assets

 

  EBITDA: earnings before interest, taxes, depreciation and amortization

 

  EBIT: earnings before interest and taxes

 

  Unlevered net income: earnings before interest, depreciation and amortization, less adjusted taxes

 

  Minutes of Use (“MOU”): total minutes (outgoing and incoming) per subscriber per month

 

  Market Risk Premium: additional return relative to the risk free rate required by investors, in order to compensate for the higher risk of investing in the stock market

 

25


Table of Contents

 

GOLDMAN SACHS & COMPANHIA REPORT REGARDING TLE

 


Table of Contents
LOGO     

 

Valuation Report

 

Tele Leste Celular Participações S.A. and Telesp Celular Participações S.A.

 

Goldman Sachs & Companhia

December 4, 2005


Table of Contents
LOGO    Disclaimers

 

Goldman Sachs & Co. and Goldman Sachs & Cia. (together, “Goldman Sachs”) have been engaged by Telesp Celular Participações S.A. (“TCP”), in accordance with Law No. 6404 of December 15, 1976 (the “Corporation Law”), as amended, to perform valuation analyses (the “Valuations”) with respect to each of TCP and each of Celular CRT Participações (“CRT”), Tele Sudeste Celular Participações S.A. (“TSD”), Tele Leste Celular Participações S.A. (“TBE”) and Tele Centro Oeste Celular Participações S.A. (“TCO”; together with CRT, TSD and TBE , the “Targets”; and together with TCP, the “Companies”), in connection with the merger of shares of TCO into TCP and the merger of each of the other Targets into TCP (collectively, the “Transactions”).

 

Our Valuations have been prepared for the exclusive use of TCP’s Board of Directors in connection with their analysis of the Transactions, as described further below, and should not be used for any other purposes, including, without limitation, to form the capital of TCP under the terms of the Corporation Law, including, but not limited to, its Article 8. Our Valuations have been prepared in both the Portuguese and English languages, and the Portuguese version shall prevail for all purposes.

 

In connection with preparing our valuation analyses, we have reviewed, among other things: (i) certain financial analyses and forecasts for each of the Companies prepared and approved by the senior management of each such Company; (ii) publicly available financial statements for the years ended December 31, 2002, 2003 and 2004 of each of the Companies, which were audited by Deloitte Touche Tohmatsu—Auditores Independentes (“ Auditors”); (iii) certain other financial information with respect to each of the Companies, including the cash and bank balances, loans and other debt obligations and hedging and contingencies provisions of each Company as of September 30, 2005, as set forth in letters from the Auditors dated December 4, 2005, addressed to each such Company and forwarded to us by the latter and reflecting the best judgment of the Auditors in conformity with generally accepted accounting procedures in Brazil. We also have held discussions with members of the senior management of each of the Companies with respect to their assessment of the past and current business operations, financial condition and prospects of such Companies. The Valuations also take into consideration the distribution of interest on net equity, as well as the payment of dividends as anticipated by the Companies’ Board of Directors.

 

In preparing our Valuations, we have assumed and relied, with the express consent of the Companies and without independent verification, on the accuracy, content, truthfulness, consistency, completeness, sufficiency and integrity of the financial, accounting, legal, tax and other information reviewed by or discussed with us, and we have not assumed, and do not hereby assume, any responsibility to independently verify any of the information or to make an independent verification or appraisal of any of the assets or liabilities (contingent or otherwise) of the Companies, nor have we examined the solvency or fair value of the Companies under any laws concerning bankruptcy, insolvency or similar matters. To this effect, we assume no responsibility or liability with respect to the accuracy, truthfulness, integrity, consistency, or sufficiency of such information, for which the respective Companies are solely and exclusively responsible. In addition, we have not assumed any obligation to conduct, and have not conducted, any physical inspection of the properties or facilities of the Companies. With your consent, we have assumed that the financial analyses and forecasts prepared by the senior management of each Company, as approved by the Management of such Company, have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of such Company.


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Disclaimers

 

(Continued)

 

You have asked us to prepare our Valuations in connection with the requirement under Article 30 of TCP’s By-laws that TCP obtain a determination with respect to the “equitable treatment” of each of the exchange ratios for the proposed Transactions. Our analysis has been prepared on the basis that, if the Board of Directors of TCP proposed an exchange ratio with respect to each Transaction that falls within the range of exchange ratios implied by the ranges of value indications derived from our Valuations with respect to TCP and the relevant Target involved in such Transaction, applied on a consistent basis, then that exchange ratio would constitute “equitable treatment”. Our Valuations have been prepared solely based on the discounted cash flow methodology assuming a stable macroeconomic scenario for Brazil. The valuation analyses and the results therefrom do not purport to reflect the prices at which any of the Companies or its securities could be sold, nor do they take into account any element of value that may arise from the accomplishment or expectation of the proposed Transactions. You should further note that we are not an accounting firm and we did not provide accounting or audit services in connection with this Valuation Report. In addition, because these valuation analyses are based upon forecasts of future financial results, they are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such analyses. Given, further, that these analyses are intrinsically subject to uncertainties and various events or factors outside the control of the Companies and Goldman Sachs, neither Goldman Sachs, nor any of its affiliates and representatives, assume any responsibility or liability if future results differ substantially from the projections presented in the Valuations and make no representation or warranty with respect to such projections.

 

Our Valuations are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. As a result, the valuation analyses are valid exclusively as of the date hereof as future events and developments may affect their conclusions. We do not assume any obligation to update, review, revise or revoke the Valuations as a result of any subsequent event or development. With respect to the Valuations, TCP and its Board of Directors have not authorized us to solicit, nor have we solicited any indication of interest from third parties to acquire, in whole or in part, any Company’s shares. As a result, the results determined in the Valuations do not necessarily correspond to, and should not be construed as representative of, the prices at which any Company could be sold in a third-party acquisition transaction, at which any Company’s respective shares trade on the date hereof or will trade at any future time, or at which the shares of TCP will trade after the Transactions.

 

The preparation of economic and financial analyses such as those conducted in the preparation of the Valuations is a complex process that involves subjective judgment and is not susceptible to partial analysis or summary description. In arriving at its conclusions, Goldman Sachs did not attribute any particular weight to any particular factor considered by it; rather, Goldman Sachs made qualitative judgments as to the importance and relevance of all the factors considered therein. Accordingly, Goldman Sachs believes that the Valuations should be considered as a whole and that selecting portions of its analyses or the factors considered therein could result in an incomplete and incorrect understanding of the conclusions of the Valuations. The results presented herein refer solely to the Transactions and do not extend to any other present or future matters or transactions regarding the Companies, the economic group to which they belong or to the sector in which they operate.

 

The Valuations are exclusively addressed to TCP’s Board of Directors and do not address the underlying business decision by TCP to engage in the Transactions and do not constitute a recommendation to any of the Companies and/or the holders of the respective Companies’ shares (including, but not limited to, as to whether any such holder should vote in favor of the Transactions or exercise any appraisal rights or other rights with respect thereto). In addition, the Valuations (i) treat the Companies as stand-alone operations and therefore, the analyses and results of the Valuations do not include any operational, tax or other benefits or losses, or synergies, incremental value and/or costs for the Companies, if any, which may arise from the consummation of the Transactions and (ii) do not address the treatment of the different classes of shares of the Companies, and any adjustments intended to offset, or that may reflect, any specific rights associated with any specific class of shares of the Companies. We are therefore not expressing, and the Valuations do not contain, any views relating to the distribution of economic value among the various classes of shares of any of the Companies.


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Disclaimers

 

(Continued)

 

Goldman, Sachs & Co. and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. We have been engaged by TCP and, irrespective of whether the Transactions are consummated, we will receive a fee for the services provided by us. Moreover, TCP has agreed to reimburse our expenses and indemnify us for certain liabilities that may arise as a result of our engagement. In addition, we have provided certain investment banking services to the Company from time to time, including having acted as the Company’s financial advisors in connection with its rights offerings of 2002 and 2004 and in the voluntary tender offer for the acquisition of TCO shares in 2004. We also have provided and currently are providing certain investment banking services to Telefónica, S.A., one of the indirect controlling shareholders in TCP, including, in its cash offer to acquire the entire issued and to be issued share capital of O2 plc. We also may provide investment banking services to each of the Companies and their affiliates in the future. In connection with the above-described services we have received, and may receive, compensation.

 

Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may provide such services to each of the Companies and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of the each of the Companies and their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

 

In preparing the Valuations, in accordance with applicable laws and regulations, we did not take into account (i) the tax consequences of the Transactions for the holders of the Companies’ shares, and (ii) the impact of any fees and expenses that may result from the consummation of the Transactions, including, but not limited to, those related to any depositary services that may be charged to the holders of the Companies’ ADSs. In addition, pursuant to applicable laws and regulations, we have excluded the tax-related effects associated with the future use by TCP of the non-amortized premium arising from the purchase by TCP of shares of the Targets. The financial calculations contained in the Valuations may not always result in a precise sum due to rounding.

 

Based upon and subject to the foregoing and based upon other matters as we considered relevant, if the exchange ratio approved by TCP’s Board of Directors with respect to each Transaction is within the implied exchange ratios derived from the Valuations with respect to TCP and the relevant Target involved in such Transaction, it is our view that such exchange ratio as of the date hereof would constitute equitable treatment as understood in the manner described above.

 

GOLDMAN SACHS & COMPANHIA


Table of Contents
LOGO    Table of Contents

 

I.       Overview of the Transaction

   1

II.      Summary of Valuation Analyses

   5

A.      Background Information

   9

B.      Telesp Celular Participações S.A.

   12

C.      Tele Leste Celular Participações S.A.

   20
Appendix A:      Glossary    24

 

Goldman Sachs does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you (and your employees, representatives and other agents) may disclose any aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, with no limitations imposed by Goldman Sachs.


Table of Contents
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I. Overview of the Transaction

 

1


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LOGO    Overview of the Transaction

 

Illustrative Structure of Vivo    Post-Transaction Proposed Structure
LOGO    LOGO

 

Source: Management of Companies

 

Note: Does not represent the complete corporate structure

 

1 Future name of Telesp Celular Participações S.A. Vivo will incorporate all assets and liabilities of TSD, CRT and TBE, and all the shares of TCO

 

2


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LOGO    Valuation Analyses – Methodology

 

    Valuation analyses were performed as of September 30, 2005 based on a projection period from 2005 to 2014. All projections used for purposes of the valuations of each of the Companies were prepared by the senior management of that company

 

    Unlevered free cash flows (before financing costs) were projected by the Companies in Reais and subsequently converted to US Dollars at the average projected exchange rate for each year

 

    Illustrative enterprise values of each of the Companies were determined by the sum of:

 

    Net present value indications calculated as of September 30, 2005 with respect to the unlevered free cash flows for the projection period, and

 

    Net present value indications calculated as of September 30, 2005 with respect to the illustrative terminal value, determined using the perpetuity growth methodology applied to a normalized unlevered free cash flow (capex equal to depreciation and excluding temporary tax benefits)

 

    The valuation analyses prepared for Telesp Celular Participações S.A. (TCP) included the following components: (i) projected free cash flows for its wholly owned subsidiaries, Telesp Celular S.A. and Global Telecom S.A.; (ii) adjustments to reflect the net present value of TCP’s expenses, and (iii) value indication of TCP’s equity interest in TCO, calculated using the Discounted Cash Flow methodology

 

    The illustrative present values of the unlevered free cash flows were calculated using a weighted average cost of capital (“WACC”) between 11.25% and 12.75%. The perpetuity growth rate for the unlevered free cash flow was between 3% and 5%

 

3


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LOGO    Valuation Analyses – Methodology

 

    The equity value indications calculated for each of the Companies were determined by subtracting from the illustrative enterprise value previously calculated the total value of (i) the net debt and contingencies, as set forth in the audited balance sheets as of September 30, 2005, and (ii) the interest on capital and dividends already declared, both converted to US dollars at such date

 

    The indicative equity values indications per share for each of the Companies were determined by dividing the equity value indications by the total number of shares outstanding

 

    Values were adjusted to reflect treasury shares (reduces the number of shares used to determine the equity value indications per share)

 

    The valuation analyses result in aggregate equity value indications for each of the Companies and do not allocate value between any classes of shares. No adjustments were made as to potential benefits that may arise from the transaction, such as synergies or tax gains

 

    The illustrative ranges of exchange ratios calculated for the Companies were determined by the consistent comparison of the illustrative equity value indications per share calculated for each of them

 

4


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II. Summary of Valuation Analyses

 

5


Table of Contents
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Summary of Valuation Analyses

Valuation Based on Discounted Cash Flow Methodology

 

Results of Valuation Analyses – Indicative Equity Values (R$ 000’s)1

 

LOGO

 

1 Economic valuation based on projections prepared by the management of Companies, using a WACC between 11.25% and 12.75% and a perpetuity growth rate between 3% and 5%

 

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Summary of Valuation Analyses

Implied Exchange Ratios

 

TCP Price per Share (R$)    TBE Price per Share (R$)
LOGO    LOGO

 

Implied Exchange Ratios (TCP Shares per TBE Shares)1

 

LOGO

 

1 Implied exchange ratios based on the consistent comparison of the equity values indications per share calculated for TCP and TBE

 

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Summary of Valuation Analyses

Range of Equity Values per Share

(In Millions of Reais, Except per Share Values)

 

    

TCP

Range of Indicative Values


  

TBE

Range of Indicative Values


Enterprise Value

   13,778    19,742    826    1,173

Net Debt (1)

   4,951    4,951    328    328

Equity Value

   8,827    14,791    498    845

Number of Shares (000’s) (2)

   662,324    662,324    9,644    9,644

Equity Value per Share

   13.33    22.33    51.66    87.58

 

1 Includes (i) net financial debt and net contingencies from audited financial statements as of September 30, 2005, and (ii) and dividends and interest on capital already announced but not paid by the Companies

 

2 Shares outsanding as of September 30, 2005 (Source: Management of Companies). Excludes treasury shares

 

8


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A. Background Information

 

9


Table of Contents
LOGO    Macroeconomic Assumptions

 

     Projected for the Fiscal Year Ending December 31

 
     2005E

    2006E

    2007E

    2008E

    2009E

    2010E

    2011E

    2012E

    2013E

    2014E

 

Gross Domestic Product (GDP) Real Growth

   3.2 %   3.5 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %   3.4 %

Inflation Rates

                                                            

IPCA

   5.5 %   4.3 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

IGP-DI

   1.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

IGP-M

   1.5 %   5.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %   4.5 %

FX Rate R$ / US $ (end of period)

   2.25     2.45     2.56     2.68     2.80     2.85     2.91     2.97     3.03     3.09  

FX Rate R$ / US $ (average)

   2.47     2.40     2.52     2.63     2.75     2.84     2.89     2.95     3.01     3.07  

 

Source: Goldman Sachs Economic Research, BACEN, IBGE and CNI

 

10


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LOGO    Weighted Average Cost of Capital Calculation

 

Risk-Free Rate       

10-year US Treasury (a)

   4,4 %

(+) Brazil Sovereign Spread Average (b)

   4,6 %
    

(=) Assumed Risk-Free Rate

   9,0 %
    

Cost of Equity       

US Equity Risk Premium (c)

   5,6 %

Beta (d)

   1,10  

(+) Assumed Risk-Free Rate

   9,0 %
    

(=) Cost of Equity

   15,2 %
    

Cost of Debt       

Pre-tax Cost of Debt (e)

   9,3 %

(x) Marginal Tax Rate

   34,0 %
    

(=) Cost of Debt

   6,1 %
    

WACC Calculation       

Target Debt / Total Capitalization

   35,0 %

Target Equity / Total Capitalization

   65,0 %
    

WACC (Nominal US$)

   12,0 %
    

 

(a) Average yield of the 10 year on-the-run U.S. Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

 

(b) Average spread of the 2040 Brazilian Government Bond over the 10 year on-the-run US Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

 

(c) Equity Risk Premium based on US Long-Horizon Equity Risk Premia in US dollars from 1974 to 2003 (Source: “International Equity Risk Premia Report 2004” Ibbotson 2004 report)

 

(d) Average unlevered beta for comparable international players of 001, relevered, based on Target Debt/ Total Capitalization of 35% (Source: BARRA as of November 14, 2005)

 

(e) Assumes spread of 25 bps between Companies’ cost of debt and the Brazilian Government Bond

 

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LOGO     

 

B. Telesp Celular Participações S.A.

 

12


Table of Contents
LOGO    Operational Projections for Telesp Celular S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO
Minutes of Use (“MOU”)    Average Revenue per User (“ARPU”) (R$)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

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LOGO    Financial Projections for Telesp Celular S.A.

 

Net Revenues (R$ mm)    Operating Costs and Expenses (R$ mm)
LOGO    LOGO
EBITDA (R$ mm) and EBITDA Margin (%)    Capex (R$ mm)
     LOGO LOGO

 

Source: Based on projections prepared by the management of Companies

 

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LOGO    Operational Projections for Global Telecom S.A.

 

Population1 (million) e Penetration (%)    Subscribers (million)
LOGO    LOGO
Minutes of Use (“MOU”)    Average Revenue per User (“ARPU”) (R$)
LOGO    LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

15


Table of Contents
LOGO    Financial Projections for Global Telecom S.A.

 

Net Revenues (R$ mm)   Operating Costs and Expenses (R$ mm)
LOGO   LOGO
EBITDA (R$ mm) and EBITDA Margin (%)   Capex (R$ mm)
LOGO   LOGO

 

Source: Based on projections prepared by the management of Companies

 

16


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LOGO    Operational Projections for Tele Centro Oeste Celular Participações S.A.

 

Population1 (million) e Penetration (%)   Subscribers (million)
LOGO   LOGO
Minutes of Use (“MOU”)   Average Revenue per User (“ARPU”) (R$)
LOGO   LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

17


Table of Contents
LOGO    Financial Projections for Tele Centro Oeste Celular Participações S.A.

 

Net Revenues (R$ mm)   Operating Costs and Expenses (R$ mm)
LOGO   LOGO
EBITDA (R$ mm) and EBITDA Margin (%)   Capex (R$ mm)
LOGO   LOGO

 

Source: Based on projections prepared by the management of Companies

 

18


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LOGO   

Results for Telesp Celular Participações S.A.

 

(R$ mm)

 

     For the Fiscal Year Ending on December 31

 
     2005E

   2006E

   2007E

    2008E

   2009E

   2010E

   2011E

    2012E

   2013E

   2014E

 

Unlevered Net Income (1)

   492    436    599     879    1,234    1,633    2,010     2,373    2,729    3,045  

(+) Depreciation and Amortization

   1,003    1,224    1,255     1,323    1,352    1,331    1,126     1,043    1,038    1,046  

(-) Capex

   1,419    1,225    904     926    941    943    943     944    952    974  

(-) Change in Working Capital

   58    17    (24 )   38    34    12    (24 )   11    4    (71 )

Free Cash Flow

   18    419    973     1,238    1,612    2,009    2,217     2,462    2,811    3,188  

Terminal Year Free Cash Flow (2)

                                                  2,600  

 

Source: Based on projections prepared by the management of Companies

 

1 Net Income before interest, depreciation and amortization less adjusted taxes

 

2 Free Cash Flow for terminal value indication adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

 

19


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C. Tele Leste Celular Participações S.A.

 

20


Table of Contents
LOGO    Operational Projections for Tele Leste Celular Participações S.A.

 

Population1 (million) e Penetration (%)   Subscribers (million)
LOGO   LOGO
Minutes of Use (“MOU”)   Average Revenue per User (“ARPU”) (R$)
LOGO   LOGO

 

Source: Based on projections prepared by the management of Companies

 

1 Population in regions where Vivo is present

 

21


Table of Contents
LOGO    Financial Projections for Tele Leste Celular Participações S.A.

 

Net Revenues (R$ mm)   Operating Costs and Expenses (R$ mm)
LOGO   LOGO
EBITDA (R$ mm) and EBITDA Margin (%)   Capex (R$ mm)
LOGO   LOGO

 

Source: Based on projections prepared by the management of Companies

 

22


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LOGO   

Results for Tele Leste Celular Participações S.A.

 

(R$ mm)

 

     For the Fiscal Year Ending on December 31

 
     2005E

    2006E

   2007E

    2008E

    2009E

    2010E

    2011E

    2012E

    2013E

    2014E

 

Unlevered Net Income (1)

   7     15    30     55     104     125     152     170     180     197  

(+) Depreciation and Amortization

   113     110    98     92     63     62     59     55     57     58  

(-) Capex

   127     87    74     80     81     81     84     89     88     86  

(-) Change in Working Capital

   (15 )   2    (18 )   (17 )   (9 )   (11 )   (5 )   (5 )   (3 )   (6 )

Free Cash Flow

   9     36    73     84     95     117     131     141     151     175  

Terminal Year Free Cash Flow (2)

                                                        151  

 

Source: Based on projections prepared by the management of Companies

 

1 Net Income before interest, depreciation and amortization less adjusted taxes

 

2 Free Cash Flow for terminal value indications adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

 

23


Table of Contents
LOGO     

 

Appendix A:    Glossary

 

24


Table of Contents
LOGO    Glossary

 

    ARPU: average revenue per user (average for the period) in nominal Reais per month

 

    Beta: Coefficient that measures the non-diversifiable risk to which an asset is subject to. The coefficient is determined by a linear regression of the variation of the price of the asset and the variation of the price of the market portfolio

 

    Capex (capital expenditures): investments in fixed assets

 

    EBITDA: earnings before interest, taxes, depreciation and amortization

 

    EBIT: earnings before interest and taxes

 

    Unlevered net income: earnings before interest, depreciation and amortization, less adjusted taxes

 

    Minutes of Use (“MOU”): total minutes (outgoing and incoming) per subscriber per month

 

    Market Risk Premium: additional return relative to the risk free rate required by investors, in order to compensate for the higher risk of investing in the stock market

 

25


Table of Contents

 

GOLDMAN SACHS & COMPANHIA REPORT REGARDING CRTPART


Table of Contents

LOGO

 

Valuation Report

Celular CRT Participações S.A. and Telesp Celular Participações S.A.

Goldman Sachs & Companhia

December 4, 2005


Table of Contents

LOGO

 

Disclaimers

Goldman Sachs & Co. and Goldman Sachs & Cia. (together, “Goldman Sachs”) have been engaged by Telesp Celular Participações S.A. (“TCP”), in accordance with Law No. 6404 of December 15, 1976 (the “Corporation Law”), as amended, to perform valuation analyses (the “Valuations”) with respect to each of TCP and each of Celular CRT Participações (“CRT”), Tele Sudeste Celular Participações S.A. (“TSD”), Tele Leste Celular Participações S.A. (“TBE”) and Tele Centro Oeste Celular Participações S.A. (“TCO”; together with CRT, TSD and TBE            , the “Targets”; and together with TCP, the “Companies”), in connection with the merger of shares of TCO into TCP and the merger of each of the other Targets into TCP (collectively, the “Transactions”).

Our Valuations have been prepared for the exclusive use of TCP’s Board of Directors in connection with their analysis of the Transactions, as described further below, and should not be used for any other purposes, including, without limitation, to form the capital of TCP under the terms of the Corporation Law, including, but not limited to, its Article 8. Our Valuations have been prepared in both the Portuguese and English languages, and the Portuguese version shall prevail for all purposes.

In connection with preparing our valuation analyses, we have reviewed, among other things: (i) certain financial analyses and forecasts for each of the Companies prepared and approved by the senior management of each such Company; (ii) publicly available financial statements for the years ended December 31, 2002, 2003 and 2004 of each of the Companies, which were audited by Deloitte Touche Tohmatsu—Auditores Independentes (“ Auditors”); (iii) certain other financial information with respect to each of the Companies, including the cash and bank balances, loans and other debt obligations and hedging and contingencies provisions of each Company as of September 30, 2005, as set forth in letters from the Auditors dated December 4, 2005, addressed to each such Company and forwarded to us by the latter and reflecting the best judgment of the Auditors in conformity with generally accepted accounting procedures in Brazil. We also have held discussions with members of the senior management of each of the Companies with respect to their assessment of the past and current business operations, financial condition and prospects of such Companies. The Valuations also take into consideration the distribution of interest on net equity, as well as the payment of dividends as anticipated by the Companies’ Board of Directors.

In preparing our Valuations, we have assumed and relied, with the express consent of the Companies and without independent verification, on the accuracy, content, truthfulness, consistency, completeness, sufficiency and integrity of the financial, accounting, legal, tax and other information reviewed by or discussed with us, and we have not assumed, and do not hereby assume, any responsibility to independently verify any of the information or to make an independent verification or appraisal of any of the assets or liabilities (contingent or otherwise) of the Companies, nor have we examined the solvency or fair value of the Companies under any laws concerning bankruptcy, insolvency or similar matters. To this effect, we assume no responsibility or liability with respect to the accuracy, truthfulness, integrity, consistency, or sufficiency of such information, for which the respective Companies are solely and exclusively responsible. In addition, we have not assumed any obligation to conduct, and have not conducted, any physical inspection of the properties or facilities of the Companies. With your consent, we have assumed that the financial analyses and forecasts prepared by the senior management of each Company, as approved by the Management of such Company, have been reasonably prepared on a basis reflecting the best currently available estimates and judgments of such Company.


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Disclaimers

(Continued)

You have asked us to prepare our Valuations in connection with the requirement under Article 30 of TCP’s By-laws that TCP obtain a determination with respect to the “equitable treatment” of each of the exchange ratios for the proposed Transactions. Our analysis has been prepared on the basis that, if the Board of Directors of TCP proposed an exchange ratio with respect to each Transaction that falls within the range of exchange ratios implied by the ranges of value indications derived from our Valuations with respect to TCP and the relevant Target involved in such Transaction, applied on a consistent basis, then that exchange ratio would constitute “equitable treatment”. Our Valuations have been prepared solely based on the discounted cash flow methodology assuming a stable macroeconomic scenario for Brazil. The valuation analyses and the results therefrom do not purport to reflect the prices at which any of the Companies or its securities could be sold, nor do they take into account any element of value that may arise from the accomplishment or expectation of the proposed Transactions. You should further note that we are not an accounting firm and we did not provide accounting or audit services in connection with this Valuation Report. In addition, because these valuation analyses are based upon forecasts of future financial results, they are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such analyses. Given, further, that these analyses are intrinsically subject to uncertainties and various events or factors outside the control of the Companies and Goldman Sachs, neither Goldman Sachs, nor any of its affiliates and representatives, assume any responsibility or liability if future results differ substantially from the projections presented in the Valuations and make no representation or warranty with respect to such projections.

Our Valuations are necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof. As a result, the valuation analyses are valid exclusively as of the date hereof as future events and developments may affect their conclusions. We do not assume any obligation to update, review, revise or revoke the Valuations as a result of any subsequent event or development. With respect to the Valuations, TCP and its Board of Directors have not authorized us to solicit, nor have we solicited any indication of interest from third parties to acquire, in whole or in part, any Company’s shares. As a result, the results determined in the Valuations do not necessarily correspond to, and should not be construed as representative of, the prices at which any Company could be sold in a third-party acquisition transaction, at which any Company’s respective shares trade on the date hereof or will trade at any future time, or at which the shares of TCP will trade after the Transactions.

The preparation of economic and financial analyses such as those conducted in the preparation of the Valuations is a complex process that involves subjective judgment and is not susceptible to partial analysis or summary description. In arriving at its conclusions, Goldman Sachs did not attribute any particular weight to any particular factor considered by it; rather, Goldman Sachs made qualitative judgments as to the importance and relevance of all the factors considered therein. Accordingly, Goldman Sachs believes that the Valuations should be considered as a whole and that selecting portions of its analyses or the factors considered therein could result in an incomplete and incorrect understanding of the conclusions of the Valuations. The results presented herein refer solely to the Transactions and do not extend to any other present or future matters or transactions regarding the Companies, the economic group to which they belong or to the sector in which they operate.

The Valuations are exclusively addressed to TCP’s Board of Directors and do not address the underlying business decision by TCP to engage in the Transactions and do not constitute a recommendation to any of the Companies and/or the holders of the respective Companies’ shares (including, but not limited to, as to whether any such holder should vote in favor of the Transactions or exercise any appraisal rights or other rights with respect thereto). In addition, the Valuations (i) treat the Companies as stand-alone operations and therefore, the analyses and results of the Valuations do not include any operational, tax or other benefits or losses, or synergies, incremental value and/or costs for the Companies, if any, which may arise from the consummation of the Transactions and (ii) do not address the treatment of the different classes of shares of the Companies, and any adjustments intended to offset, or that may reflect, any specific rights associated with any specific class of shares of the Companies. We are therefore not expressing, and the Valuations do not contain, any views relating to the distribution of economic value among the various classes of shares of any of the Companies.


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Disclaimers

(Continued)

Goldman, Sachs & Co. and its affiliates, as part of their investment banking business, are continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive biddings, secondary distributions of listed and unlisted securities, private placements and other transactions as well as for estate, corporate and other purposes. We have been engaged by TCP and, irrespective of whether the Transactions are consummated, we will receive a fee for the services provided by us. Moreover, TCP has agreed to reimburse our expenses and indemnify us for certain liabilities that may arise as a result of our engagement. In addition, we have provided certain investment banking services to the Company from time to time, including having acted as the Company’s financial advisors in connection with its rights offerings of 2002 and 2004 and in the voluntary tender offer for the acquisition of TCO shares in 2004. We also have provided and currently are providing certain investment banking services to Telefónica, S.A., one of the indirect controlling shareholders in TCP, including, in its cash offer to acquire the entire issued and to be issued share capital of O2 plc. We also may provide investment banking services to each of the Companies and their affiliates in the future. In connection with the above-described services we have received, and may receive, compensation.

Goldman, Sachs & Co. is a full service securities firm engaged, either directly or through its affiliates, in securities trading, investment management, financial planning and benefits counseling, risk management, hedging, financing and brokerage activities for both companies and individuals. In the ordinary course of these activities, Goldman, Sachs & Co. and its affiliates may provide such services to each of the Companies and their respective affiliates, may actively trade the debt and equity securities (or related derivative securities) of the each of the Companies and their respective affiliates for their own account and for the accounts of their customers and may at any time hold long and short positions of such securities.

In preparing the Valuations, in accordance with applicable laws and regulations, we did not take into account (i) the tax consequences of the Transactions for the holders of the Companies’ shares, and (ii) the impact of any fees and expenses that may result from the consummation of the Transactions, including, but not limited to, those related to any depositary services that may be charged to the holders of the Companies’ ADSs. In addition, pursuant to applicable laws and regulations, we have excluded the tax-related effects associated with the future use by TCP of the non-amortized premium arising from the purchase by TCP of shares of the Targets. The financial calculations contained in the Valuations may not always result in a precise sum due to rounding.

Based upon and subject to the foregoing and based upon other matters as we considered relevant, if the exchange ratio approved by TCP’s Board of Directors with respect to each Transaction is within the implied exchange ratios derived from the Valuations with respect to TCP and the relevant Target involved in such Transaction, it is our view that such exchange ratio as of the date hereof would constitute equitable treatment as understood in the manner described above.

GOLDMAN SACHS & COMPANHIA


Table of Contents

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Table of Contents

I. Overview of the Transaction

II. Summary of Valuation Analyses

A. Background Information

B. Telesp Celular Participações S.A.

C. Celular CRT Participações S.A.

Appendix A:

Glossary

Goldman Sachs does not provide accounting, tax or legal advice. In addition, we mutually agree that, subject to applicable law, you (and your employees, representatives and other agents) may disclose any aspects of any potential transaction or structure described herein that are necessary to support any U.S. federal income tax benefits, and all materials of any kind (including tax opinions and other tax analyses) related to those benefits, with no limitations imposed by Goldman Sachs.


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I. Overview of the Transaction

1


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Overview of the Transaction

Illustrative Structure of Vivo

Post-Transaction Proposed Structure

Brasilcel

Telesp Celular S.A.

Global Telecom S.A.

Tele Centro

Oeste Celular

Participações

S.A.

100.00%

68.77%

91.03%

50.67%

66.09%

100.00%

52.47%

Minority

Shareholders

Minority

Shareholders

Minority

Shareholders

Minority

Shareholders

Minority

Shareholders

31.23%

8.97%

49.33%

33.91%

47.53%

Celular CRT

Participações

S.A.

Tele Sudeste

Celular

Participações

S.A.

Tele Leste

Celular

Participações

S.A.

Telesp

Celular

Participações

S.A.

Brasilcel

Telesp Celular

S.A.

Global

Telecom S.A.

Tele Centro

Oeste Celular

Participações

S.A.

Minority

Shareholders

Vivo S.A.¹

100.00% 100.00% 100.00%

Source: Management of Companies

Note: Does not represent the complete corporate structure

1 Future name of Telesp Celular Participações S.A. Vivo will incorporate all assets and liabilities of TSD, CRT and TBE, and all the shares of TCO

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Valuation Analyses – Methodology

Valuation analyses were performed as of September 30, 2005 based on a projection period from 2005 to 2014. All projections used for purposes of the valuations of each of the Companies were prepared by the senior management of that company

Unlevered free cash flows (before financing costs) were projected by the Companies in Reais and subsequently converted to US Dollars at the average projected exchange rate for each year

Illustrative enterprise values of each of the Companies were determined by the sum of:

Net present value indications calculated as of September 30, 2005 with respect to the unlevered free cash flows for the projection period, and

Net present value indications calculated as of September 30, 2005 with respect to the illustrative terminal value, determined using the perpetuity growth methodology applied to a normalized unlevered free cash flow (capex equal to depreciation and excluding temporary tax benefits)

The valuation analyses prepared for Telesp Celular Participações S.A. (TCP) included the following components: (i) projected free cash flows for its wholly owned subsidiaries, Telesp Celular S.A. and Global Telecom S.A.; (ii) adjustments to reflect the net present value of TCP’s expenses, and (iii) value indication of TCP’s equity interest in TCO, calculated using the Discounted Cash Flow methodology

The illustrative present values of the unlevered free cash flows were calculated using a weighted average cost of capital (“WACC”) between 11.25% and 12.75%. The perpetuity growth rate for the unlevered free cash flow was between 3% and 5%

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Valuation Analyses – Methodology

The equity value indications calculated for each of the Companies were determined by subtracting from the illustrative enterprise value previously calculated the total value of (i) the net debt and contingencies, as set forth in the audited balance sheets as of September 30, 2005, and (ii) the interest on capital and dividends already declared, both converted to US dollars at such date

The indicative equity values indications per share for each of the Companies were determined by dividing the equity value indications by the total number of shares outstanding

Values were adjusted to reflect treasury shares (reduces the number of shares used to determine the equity value indications per share)

The valuation analyses result in aggregate equity value indications for each of the Companies and do not allocate value between any classes of shares. No adjustments were made as to potential benefits that may arise from the transaction, such as synergies or tax gains

The illustrative ranges of exchange ratios calculated for the Companies were determined by the consistent comparison of the illustrative equity value indications per share calculated for each of them

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II. Summary of Valuation Analyses

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Summary of Valuation Analyses

Valuation Based on Discounted Cash Flow Methodology

Results of Valuation Analyses – Indicative Equity Values (R$ 000’s)1

TCP—Indicative equity values

CRT—Indicative equity values

Indicative Values per Share (R$)

Indicative Values per Share (R$)

8,827

13.33

14,791

22.33

3,397

4,601

0

2,000

4,000

6,000

8,000

10,000

12,000

14,000

16,000

104.07

140.96

1 Economic valuation based on projections prepared by the management of Companies, using a WACC between 11.25% and 12.75% and a perpetuity growth rate between 3% and 5%

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Summary of Valuation Analyses

Implied Exchange Ratios

TCP Price per Share (R$)

CRT Price per Share (R$)

Perpetuity Growth Rate

Perpetuity Growth Rate

3.0 % 4.0 % 5.0 %

12.75 % 13.33 14.64 16.29

12.00 % 15.24 16.88 18.99

11.25 % 17.51 19.59 22.33

WACC

WACC

3.0 % 4.0 % 5.0 %

12.75 % 104.07 109.40 116.10

12.00 % 112.03 118.67 127.21

11.25 % 121.41 129.84 140.96

Implied Exchange Ratios (TCP Shares per CRT Shares)1

Perpetuity Growth Rate

3.0 % 4.0 % 5.0 %

12.75 % 7.8089 x 7.4721 x 7.1256 x

12.00 % 7.3492 x 7.0294 x 6.6993 x

11.25 % 6.9335 x 6.6280 x 6.3119 x

WACC

1 Implied exchange ratios based on the consistent comparison of the equity values indications per share calculated for TCP and CRT

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Summary of Valuation Analyses

Range of Equity Values per Share

(In Millions of Reais, Except per Share Values)[1][2]

TCP

CRT

Range of Indicative Values

Range of Indicative Values

Enterprise Value

13,778

19,742

3,180

4,384

Net Debt (1)

4,951

4,951

(217)

(217)

Equity Value

8,827

14,791

3,397

4,601

Number of Shares (000’s) (2)

662,324

662,324

32,641

32,641

Equity Value per Share

13.33

22.33

104.07

140.96

1 Includes (i) net financial debt and net contingencies from audited financial statements as of September 30, 2005, and (ii) and dividends and interest on capital already announced but not paid by the Companies

2 Shares outsanding as of September 30, 2005 (Source: Management of Companies). Excludes treasury shares

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A. Background Information

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Macroeconomic Assumptions

Projected for the Fiscal Year Ending December 31

2005E

2006E

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

Gross Domestic Product (GDP) Real Growth

3.2%

3.5%

3.4%

3.4%

3.4%

3.4%

3.4%

3.4%

3.4%

3.4%

Inflation Rates

IPCA

5.5%

4.3%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

IGP-DI

1.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

IGP-M

1.5%

5.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

4.5%

FX Rate R$ / US$ (end of period)

2.25

2.45

2.56

2.68

2.80

2.85

2.91

2.97

3.03

3.09

FX Rate R$ / US$ (average)

2.47

2.40

2.52

2.63

2.75

2.84

2.89

2.95

3.01

3.07

Source: Goldman Sachs Economic Research, BACEN, IBGE and CNI

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Weighted Average Cost of Capital Calculation

Risk-Free Rate

10-year US Treasury (a)

4,4%

(+) Brazil Sovereign Spread Average (b)

4,6%

(=) Assumed Risk-Free Rate

9,0%

Cost of Equity

US Equity Risk Premium (c)

5,6%

Beta (d)

1,10

(+)

Assumed Risk-Free Rate

9,0%

(=) Cost of Equity

15,2%

Cost of Debt

Pre-tax Cost of Debt (e)

9,3% (x)

Marginal Tax Rate

34,0%

(=) Cost of Debt

6,1%

WACC Calculation

Target Debt / Total Capitalization

35,0%

Target Equity / Total Capitalization

65,0%

WACC (Nominal US$)

12,0%

(a) Average yield of the 10 year on-the-run U.S. Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

(b) Average spread of the 2040 Brazilian Government Bond over the 10 year on-the-run US Treasury Bond (average for the last 3 months until November 30, 2005) (Source: Factset)

(c) Equity Risk Premium based on US Long-Horizon Equity Risk Premia in US dollars from 1974 to 2003 (Source: “International Equity Risk Premia Report 2004” Ibbotson 2004 report)

(d) Average unlevered beta for comparable international players of 001, relevered, based on Target Debt/ Total Capitalization of 35% (Source: BARRA as of November 14, 2005)

(e) Assumes spread of 25 bps between Companies’ cost of debt and the Brazilian Government Bond

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B. Telesp Celular Participações S.A.

12


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Operational Projections for Telesp Celular S.A.

Population1 (million) e Penetration (%)

60

120%

50

100%

41.7

42.0

42.3

42.6

42.8

43.1

38.2

38.2

39.4

40.0

40.6

41.0

41.4

40

80%

77%

79%

80%

81%

81%

82%

30

70%

74%

60%

64%

20

53%

40%

42%

10

31%

20%

24%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Population

Penetration

Penetration

(% of Subs.)

Population (mm)

20.0

80%

16.0

14.5

14.7

14.2

14.4

60%

13.2

13.7 14.0

Market (mm)

11.8 12.6 12.0

Subscribers

9.2

10.2

40%

8.0

7.5

6.1

Share (%)

20%

4.0

0.0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Minutes of Use (“MOU”)

150

100

93

80

76

71

70 70 70 71 71 72 73

75

25

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Average Revenue per User (“ARPU”) (R$)

60

125

50

44

110

107

44

39

40

36

37

35

33

30

31

28

28

29

30

27

50

20

10

0

0 2A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

ARPU(R$)

MOU (minutes)

Source: Based on projections prepared by the management of Companies

1 Population in regions where Vivo is present

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Financial Projections for Telesp Celular S.A.

Net Revenues (R$            mm)

Net Revenues (R$            mm)

10,000

8,325

7,824

8,000

7,325

6,842

6,339

5,911

6,000

5,520

Revenues

4,796

5,142

3,993

4,329

4,301

4,000

3,415

2,000

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Operating Costs and Expenses (R$            mm)

Operating Costs and Expenses (R$            mm)

6,000

5,000

4,720

4,246

4,401

4,529

3,877

3,967

4,092

4,000

3,559

3,793

3,115

2,796

3,000

2,313

1,964

2,000

1,000

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

EBITDA (R$            mm) and EBITDA Margin (%)

EBITDA (R$            mm)

EBITDA Margin (%)

EBITDA

EBITDA Margin

5,000

90%

4,500

80%

4,000

3,605

70%

3,295

3,500

2,924

60%

3,000

2,596

50%

2,246

2,500

1,943

40%

2,000

1,644

43%

1,451

1,680

1,533

30%

1,500

1,187

1,237

1,349

38%

40%

42%

42%

35%

33%

35%

42%

20%

1,000

28%

26%

26%

30%

500

10%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Capex (R$            mm)

Capex (R$            mm)

% of Net Service Revenues

Capex

1,200

30%

1,014

1,000

891

25%

28%

800

721

23%

20%

674

694

706

703

692

677

684

704

20%

600

15%

456

16%

362

15%

400

14%

10%

14%

13%

12%

12% 11%

10% 10%

200

5%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Source: Based on projections prepared by the management of Companies

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Operational Projections for Global Telecom S.A.

Population1 (million) e Penetration (%)

Population

Penetration

120%

24

21

100%

17.5 17.7 17.9

17.0 17.2 17.4

18

15.6 15.6 16.0 16.2 16.5 16.6 16.8

80%

15 12

72% 73% 74% 75% 76% 60% 65% 67% 69% 70%

9

56%

40%

6

39%

20% (% of Subs.)

3

19% 24%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Subscribers (million)

5.0

80%

4.0 4.0 4.0

3.8 3.9 3.6 3.7 3.4 3.4 3.5

60% Market (mm)

3.0

3.0

2.6

Subscribers

40%

2.0

1.7

1.2

Share (%)

20% 1.0

0.0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Minutes of Use (“MOU”)

150

125

97

94

100

74

75

60 61

57

56

55 56 57 59

53

53

MOU 50 25

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Average Revenue per User (“ARPU”) (R$)

60

50

40

34

33

30

26

27

25

25

22

23

20

19

21

19

18

20

10

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Source: Based on projections prepared by the management of Companies

1 Population in regions where Vivo is present

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Financial Projections for Global Telecom S.A.

Net Revenues (R$            mm)

2,000

1,800

1,593

1,600

1,499

1,399

1,400

1,298

1,203

1,200

1,116

1,030

Revenues

921 958

1,000

847 802

800

669 600 515

Net 400 200 0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Operating Costs and Expenses (R$            mm)

1,400 mm) 1,200 $ (R

1,000

888

Expenses

862 796 824 735 765 800

707 702 713 668 631

600

534

Operating

425

400

200

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

EBITDA (R$            mm) and EBITDA Margin (%)

1,000

100%

90% 800

705 80%

637

70% EBITDA mm)

574 600

60% $

502

(R

438

50%

Margin EBITDA

382

400

317

40%

41% 42% 44%

214 256

30%

36% 39%

(%)

200

135 171 179

31% 34%

20%

90

27%

20% 21% 21% 23%

10% 17%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

EBITDA

EBITDA Margin

Capex (R$            mm)

250

45%

204

40% 197

200

35%

163

165 mm)

30%        % of Net

150 40%

25% Service $

31% 29%

115 118 120 104 109

97 96 100

20% 90

100

22%

Capex (R

15% Revenues

17%

50

10%

12% 11% 11% 10%

10% 10% 9% 9% 5%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Capex

% of Net Service Revenues

Source: Based on projections prepared by the management of Companies

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Operational Projections for Tele Centro Oeste Celular Participações S.A.

Population1 (million) e Penetration (%)

50

100%

40

36.8 37.1 37.5 37.8 80% 35.1 35.6 36.0 36.4

Penetration 32.0 32.0 33.3 34.0 34.7 (mm) 30

60%

Population

61% 61% 61%

60% 60%

54% 56% 57% 59%

20

40%

46%

34%

10

20% (% of Subs.)

23% 16%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Population

Penetration

Subscribers (million)

12.0

80%

10.0

60% 8.0

7.5 7.5 7.6 7.6 7.7

Market (mm)

7.0 7.2 7.3 7.4 6.7 Subscribers 6.0

5.8

40% 4.1 4.0 3.1

Share (%)

20% 2.0

0.0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Minutes of Use (“MOU”)

150

125

108 103

(minutes) 100

87 73

75

67 67 67 66 66 66 67 67 67

MOU 50 25

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Average Revenue per User (“ARPU”) (R$)

60

50

42

41

)

40

$32

32

(R

29 31

27

28

30

24

24 25

ARPU

23 23 20

10

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Source: Based on projections prepared by the management of Companies

1 Population in regions where Vivo is present

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Financial Projections for Tele Centro Oeste Celular Participações S.A.

Net Revenues (R$            mm)

4,500 4,000

3,521

3,500

3,342 3,178 mm)

3,012

2,853 $ 3,000

2,688

(R

2,543

2,412 Revenues 2,500

2,210 2,257 2,260 1,959

2,000

1,572

1,500 Net 1,000 500 0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Operating Costs and Expenses (R$            mm)

mm) 2,000

1,8431,903 $

1,669 1,731 1,790

(R

1,521 1,507 1,510 1,541 1,596

Expenses 1,500

1,216 1,319 956 1,000

Operating

500

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

EBITDA (R$            mm) and EBITDA Margin (%)

2,100

80%

1,800

70%

1,618 1,499

60% EBITDA

1,500 mm)

1,2821,387

50%

1,0921,184 $ 1,200

(R

891

902 1,001

40% Margin EBITDA 900

743

735 753

43% 44% 45% 46% 617

40%

37% 39% 41% 41%

30% 600

38%

33% 33%

39%

20% (%)

300

10%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

EBITDA

EBITDA Margin

Capex (R$            mm)

450

411

25%

383

400

350

22%

322

20%

20%

289 287 286

300

272 mm)

254 259 258 259

% of Net

15%

250

17%

Service $

208

200 171

13%

12%

10% 150

12% 11% 11%

Revenues 10% 10% 10%

Capex (R

13%

9%

100

5% 50

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Capex

% of Net Service Revenues

Source: Based on projections prepared by the management of Companies

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Results for Telesp Celular Participações S.A.

(R$            mm)

For the Fiscal Year Ending on December 31

2005E

2006E

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

Unlevered Net Income (1)

492

436

599

879

1,234

1,633

2,010

2,373

2,729

3,045 (+) Depreciation and Amortization

1,003

1,224

1,255

1,323

1,352

1,331

1,126

1,043

1,038

1,046 (-) Capex

1,419

1,225

904

926

941

943

943

944

952

974 (-) Change in Working Capital

58

17

(24)

38

34

12

(24)

11

4

(71)

Free Cash Flow

18

419

973

1,238

1,612

2,009

2,217

2,462

2,811

3,188

Terminal Year Free Cash Flow (2)

2,600

Source: Based on projections prepared by the management of Companies

1 Net Income before interest, depreciation and amortization less adjusted taxes

2 Free Cash Flow for terminal value indication adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

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C. Celular CRT Participações S.A.

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Operational Projections for Celular CRT Participações S.A.

Population1 (million) e Penetration (%)

15

120%

11.1 11.1 11.2 100%

12

11.0

Penetration 10.2 10.2 10.4 10.5 10.6 10.7 10.8 10.9 10.9

80%

(mm) 9

84% 85% 85%

78% 81% 82% 83% 84% 84%

Population

71%

60%

6

55%

40%

41%

3

31%

20% (% of Subs.)

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Population

Penetration

Subscribers (million)

5.0

80%

4.0

3.7 3.7 3.7 3.7 3.7 3.5 3.6 3.6 3.6

60% 3.2 3.5 (mm)

Market

3.0

2.5

Subscribers

40% 2.1 2.0

Share (%)

20% 1.0

0.0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Minutes of Use (“MOU”)

150

125

(minutes) 100 92

82

80

79 81 82 83

74

75 77

70 70 72 75

MOU 50 25

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Average Revenue per User (“ARPU”) (R$)

60

50

40 38

)

40 35

36

33

34 32

(R$

29

29 30

30

27

ARPU

25 26 20

10

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

1 Population in regions where Vivo is present

Source: Based on projections prepared by the management of Companies

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Financial Projections for Celular CRT Participações S.A.

Net Revenues (R$            mm)

2,500

2,034

2,000

1,930 1,826 mm)

1,718

1,620 $

1,524

(R

1,500

1,446 1,359

1,246 Revenues

1,175 1,171 1,033

1,000 896

Net 500 0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Operating Costs and Expenses (R$            mm)

1,400 mm) 1,200 $

1,044 1,094

(R

962 997 1,000

908 937

Expenses

860 881 789 818 749

800

593

600 505

Operating

400

200

0

02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

EBITDA (R$            mm) and EBITDA Margin (%)

1,200

100% 90%

940

80% 900

829 886 756

70% EBITDA mm)

683

60% $

(R 600

565 616

50%

499

Margin EBITDA

391 440 426 382 428

40%

45% 46% 46%

43%

42% 44%

39% 40%

30% 300 44%

36%

37%

(%) 33% 34%

20% 10%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

EBITDA

EBITDA Margin

Capex (R$            mm)

250

236

25%

206

200

23%

20%

21%

152 154 159

143

148

% of Net mm)

141

141 140

150

129 132

15%

127

Service $

16% 16% 13%

100

10%

11% 10%

Revenues Capex (R

10% 10% 10% 9%

9%

9%

50

5%

0

0% 02A 03A 04A 05E 06E 07E 08E 09E 10E 11E 12E 13E 14E

Capex

% of Net Service Revenues

Source: Based on projections prepared by the management of Companies

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Results for Celular CRT Participações S.A.

(R$ mm)

For the Fiscal Year Ending on December 31

2005E

2006E

2007E

2008E

2009E

2010E

2011E

2012E

2013E

2014E

Unlevered Net Income (1)

141

169

255

315

357

405

467

531

580

628 (+) Depreciation and Amortization

217

214

175

160

159

165

157

150

153

155 (-) Capex

236

141

129

132

141

140

148

152

154

159 (-) Change in Working Capital

14

(55)

1

(13)

(4)

3

1

(15)

(13)

(23)

Free Cash Flow

109

296

300

356

379

427

475

544

592

648

Terminal Year Free Cash Flow (2)

520

Source: Based on projections prepared by the management of Companies

1

Net Income before interest, depreciation and amortization less adjusted taxes

2

Free Cash Flow for terminal value indications adjusted to (i) eliminate temporary tax benefits (ii) average change in working capital for the last two years of projection and (iii) normalized Capex with index Capex / Service Net Revenues equal to average of projected years (2006E – 2014E)

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Appendix A: Glossary

24


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Glossary

ARPU: average revenue per user (average for the period) in nominal Reais per month

Beta: Coefficient that measures the non-diversifiable risk to which an asset is subject to. The coefficient is determined by a linear regression of the variation of the price of the asset and the variation of the price of the market portfolio

Capex (capital expenditures): investments in fixed assets

EBITDA: earnings before interest, taxes, depreciation and amortization

EBIT: earnings before interest and taxes

Unlevered net income: earnings before interest, depreciation and amortization, less adjusted taxes

Minutes of Use (“MOU”): total minutes (outgoing and incoming) per subscriber per month

Market Risk Premium: additional return relative to the risk free rate required by investors, in order to compensate for the higher risk of investing in the stock market

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PLANCONSULT REPORT REGARDING TCP


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TELESP CELULAR PARTICIPAÇÕES S.A.

 

ACTUAL NET EQUITY AT MARKET VALUE

VALUATION REPORT

 

EXECUTIVE SUMMARY

 

December/2005

 

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Table of Contents

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TABLE OF CONTENTS

 

I -

  

OBJECT

   2

II -

  

PRESENTATION OF THE COMPANY

   3

III -

  

INFORMATION BASIS

   4

IV -

  

SUBSEQUENT EVENTS

   5

V-

  

SCOPE

   6

VI -

  

PROCEDURES

   11

1)

  

Uniformity in the companies under consideration

   11

2)

  

Treatment of the Goodwill

   11

3)

  

Discount Rate

    

4)

  

Term

   12

5)

  

Current Assets

   12

6)

  

Long Term Receivables

   13

7)

  

“Permanent Asset”

   14

8)

  

Current Liability

   15

9)

  

Long Term Liabilities

   16

10)

  

Minority interest

   16

11)

  

Treasury Shares

   17

12)

  

Capital Recourses

   17

13)

  

Tax effect on the carried out adjustments – Capital gain or loss

   17

VII -

  

CONCLUSION

   18

VIII -

  

PLANCONSULT

   19

IX -

  

DISCLAIMER

   22

X -

  

EXHIBITS

    

 

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I - OBJECT

 

PLANCONSULT Planejamento e Consultoria Ltda. was retained by TELESP CELULAR PARTICIPAÇÕES. S.A. (“TCP”) to render the Valuation Report on the Actual Net Equity at Market Value of the Company, on the basis date of September 30, 2005. This paper refers to the corporate restructuring process, whose object is the process of exchange of shares and merger of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares, under the provisions of article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457 of May 5, 1997.

 

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II - PRESENTATION OF THE COMPANY

 

1) THE COMPANY

 

Telesp Celular Participações S.A. is the Holding Company that controls the operators Telesp Celular S.A. (“TC”) and Global Telecom S.A. (“GT”) and, on April 25, 2003, it has acquired the majority of the voting capital stock of the Holding Company Tele Centro Oeste Celular Participações S.A. (“TCO”). All its controlled controlled companies are operators authorized for the rendering of Personal Mobile Services. TC operates in the state of São Paulo, GT operates in the states of Paraná and Santa Catarina and TCP operates in the Federal District and in the states of Goiás and Tocantins, Mato Grosso, Mato Grosso do Sul, Acre, Rondônia, Roraima, Amapá, Amazonas, Pará and Maranhão.

 

The Company was incorporated pursuant to the laws of the Federative Republic of Brazil under the name of Telesp Celular Participações S.A., a publicly-held company, established for an unlimited term, known as “TCP”. Its head office is located at Rua Chucri Zaidan 860, Morumbi, São Paulo - SP.

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III - INFORMATION BASIS

 

The accounting information, showed in the interim balance sheet of the Company reviewed by independent auditors on the basis date of September 30, 2005, has been used as a starting point.

 

The report is based on interviews with the Company’s management and on managerial data, additional information, written or oral, furnished by the Company, ageing schedule of receivables and suppliers, loan transactions controls, and debt hedging, among others.

 

This report does not constitute an audit report on accounting statements used or on any other information included herein and, therefore, it shall not be interpreted as such.

 

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IV - SUBSEQUENT EVENTS

 

This valuation does not reflect events occurred after issuance of this report, as well as any relevant fact occurring between the valuation basis date and the date on which this document was issued that has not been informed to PLANCONSULT.

 

As of the date of this report, PLANCONSULT is not aware of any event that may substantially change the result of this valuation.

 

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V - SCOPE

 

The methodology has been applied to calculate the market value of the Actual Net Equity (ANE) of the Company, and mainly considered the assets and liabilities registered in the accounting information reviewed by the Company’s independent auditors, under the rules of IBRACON applicable to the statements on the basis date of September 30, 2005, and further, the interim balance sheets furnished by the Company’s subsidiaries.

 

This methodology is applicable to determine the market value of assets and liabilities of a certain company. Its application considers as starting point the accounting values of assets and liabilities and makes adjustments to several of these items in order to reflect their respective probable realization values.

 

For that purpose, the following procedures have been carried out:

 

    Reading and analysis of interim balance sheets furnished by the Company and its controlled companies;

 

    Analysis of assets and liabilities accounts registered in the Company’s and its controlled companies’ balance sheets, aiming at identifying items that might be adjusted, as well as the calculation of their probable market value;

 

    Adjustments of accounting statements to their market value based on the result of our analysis;

 

    Adjustments of property, plant and equipment by their respective market value, based on the analysis carried out by the technical staff of PLANCONSULT with experience in evaluating fixed assets of telecommunications companies;

 

    Calculation of investments values of the Company and its subsidiaries by the equity method of accounting, based on the net equity at market of these subsidiaries;

 

    Calculation of tax effects (income tax and social contribution) on the surplus and deficit resulting from such valuation;

 

    Calculation of the market value of the Company’s net equity (Exhibit I).

 

The details of the foregoing procedures and calculations are set forth in Chapter VIII of this report.

 

The methodology and scope of this report are aimed at evaluating a company in operation, therefore, except for tax costs and credits, any cost related to expenses ordinarily incurred in the realization of assets or payment of liabilities, as well as those related to bankruptcy or liquidation procedures of companies, such as terminations, costs in connection with judicial disputes, retainment of third parties (legal counsels, advisors, etc.) have not been considered in our calculations.

 

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When existing, the total amount of goodwill and negative goodwill registered in the account for investments in controlled companies, the amount prepaid for acquisition of shares concerning the special goodwill reserve and their respective tax credits have been disregarded in the result of this valuation.

 

The ANE methodology exclusively considers the market value of tangible assets and adjusted liabilities at market, excluding, therefore, market values of intangible assets, which are registered in most of the companies in operation, and disregarding the prospective future profitability of the company.

 

Consequently, the object of our analysis was not the identification and valuation of the Company’s intangible assets, which were not accounted for in the accounting statements, or the identification and quantification of liabilities unregistered and undisclosed by the Company’s Management.

 

The Fixed Assets were valuated as follows:

 

1. Development of the analysis

 

  1.1 PLANCONSULT requested from to the Company the existing individual records and/or information of asset or engineer control of all its equity assets, for the basis date of September 30, 2005, containing, but not limited to, the following information:

 

    Number of the asset or of its control

 

    Account

 

    Place

 

    Purchase date

 

    Description of the asset

 

    Original purchase values, monetary adjustment and depreciation

 

    Other information

 

The information already available at the accounting and technical files of the Company were used at most in order to preserve the “memory” of the Company.

 

The register of offer prices of equipment was also requested, containing the most recently used prices and the prices effectively paid by the Company, as well as the amounts for installation and manpower of contractors.

 

  1.2 PLANCONSULT carried out, due to the short amount of time available, by a reduced sampling, a physical inspection of the assets under analysis, jointly with the Company.

 

On the places where the inspections were carried out, employees of the Company accompanied the staff of PLANCONSULT. These people were familiar with the assets under inspection and could clarify the doubts regarding the physical inventory of the assets.

 

  1.3 Based on the accounting file sent by the Company, for the basis date of September 30, 2005, PLANCONSULT processed a summary of the amounts per account.

 

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Based on such summary, the accounts with relevant amounts were set forth, due to the representation of the accounting values over the total adjusted value of the company and due to the operational status of the account.

 

2. Items valuated at market value

 

Market Value is considered the value that the asset would obtain in a purchase and sale transaction, within a reasonable term, not being the purchaser and the seller constrained to transact and considering that the parties know their assets in detail.

 

PLANCONSULT bases their valuation of the Fixed Assets on the ABNT RULES. These rules impose the current rules applicable to valuation, setting forth guidelines that are basic to the good valuation and basically orientate, according to two methods:

 

    Comparative method

 

The value of the asset is obtained from the comparison of market data regarding other assets of similar characteristics.

 

    Cost method

 

The value of the asset results from a summary or detailed budget or from the composition of the cost of other assets that are equal (manufacturing cost) or equivalent (replacement cost) to the object of the valuation.

 

The valuation of fixed assets, as a rule, is carried out through the method of replacement or substitution cost. In the case under analysis, the replacement or substitution cost may be summarized as the sum total of the purchase price of the fixed assets with all the implications of taxes, transportation costs to the place of use, with the costs of materials for installation, respective labor, including in regard to special or regular finish, engineering, supervision, etc.

 

Information relating to recent purchase of fixed assets (goods and services), resulting from quotations and negotiations with suppliers in the Brazilian market, were obtained from the Company.

 

Researches on the useful lives of each kind of fixed assets, mainly set forth on account of their use and technological obsoleteness, were also carried out, in order to find out the effective depreciation rate to be applied to each asset.

 

The depreciation factor adjusts the market value of the asset. By applying the due depreciation to the price (or cost), the market price is found out.

 

The valuation presented in this work normally fit in the “Precise Valuations” of the RULES of ABNT (Associação Brasileira de Normas Técnicas), except for the accounts and items that present a lower value (please refer to Chapter II – Methodology) and that fit in the “Expeditious Valuations”.

 

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The fixed assets with relevant economic values, belonging to the accounts below related to Assets and Installations in Service (BIS), were valued using the traditional methods (at market value):

 

  a) Switch Equipment

 

    BIS Analog central office switching systems

 

    BIS Analog central office switching systems – GATEWAY

 

    BIS Analog home location register (HLR)

 

    BIS Other switch equipment – Analog

 

    BIS Digital central office switching systems

 

    BIS Digital central office switching systems – GATEWAY

 

    BIS Digital home location register (HLR)

 

    BIS Other switch equipment – Digital

 

  b) Transmission Equipment

 

    BIS ERB (radio base station) – Analog

 

    BIS Microcells – Analog

 

    BIS Minicells – Analog

 

    BIS Repeater – Analog

 

    BIS Antennas – Analog

 

    BIS Radios – Analog

 

    BIS ERB (radio base station) – digital

 

    BIS Microcells – digital

 

    BIS Minicells – digital

 

    BIS Repeaters – digital

 

    BIS Antennas – digital

 

    BIS Radios – digital

 

    BIS Optical modem – digital

 

    BIS Concentrator – digital

 

  c) Infrastructure

 

    BIS Towers

 

    BIS Posts

 

    BIS Containers

 

    BIS Energy Equipment

 

    BIS Central Air Conditioning Equipment

 

    BIS Batteries

 

    BIS Equipment to fight fire

 

  d) Software use rights

 

    BIS Software – Maintenance of ERBs (radio base stations)

 

    BIS Software – Maintenance of switching

 

3. Items valuated at accounting residual amount

 

Considering the final objective of the works and its low economic value, the assets that belong to the accounts below were valuated at their accounting residual amount:

 

  a) Transmission Equipment

 

    BIS Other Equipment and means of Analog transmission

 

    BIS Other Equipment and means of digital transmission

 

    BIS Air and underground optical cabo

 

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  b) Terminal equipment

 

    BIS Private Equipment – Rent

 

    BIS Private Equipment – Free lease

 

    BIS Private Equipment – Tads

 

  c) Real estate properties

 

    BIS Real estate properties

 

  d) Buildings

 

    BIS Buildings

 

  e) Infrastructure

 

    BIS Elevators

 

    BIS Underground piping

 

    BIS Other supports and protectors

 

    BIS Appurtenances on third parties’ properties

 

  f) Software use rights

 

    BIS Software – Call Center

 

    BIS Software – Billing

 

    BIS Software – Sap

 

    BIS Software – Saf

 

    BIS Software – Human resources

 

    BIS Software – Gir

 

    BIS Software – Others

 

  g) Concession license

 

    BIS Exploitation concession license

 

  h) Other assets

 

    BIS Cptc – Analog/Digital

 

    BIS Pre-paid

 

    BIS Intelligent network

 

    BIS Analog/Digital voice mail

 

    BIS Analog/Digital short message

 

    BIS Other Equipment/platforms

 

    BIS Vehicles fleet

 

    BIS Managerial vehicles

 

    BIS Tools and instruments for repairment/construction

 

    BIS Equipment of telesupervision

 

    BIS Computing Equipment

 

    BIS Equipment of tests and measures

 

    BIS Furniture and other assets of general use

 

    BIS Brands and patents

 

    BIS Other intangible assets

 

  i) Assets and installations in progress (BIA)

 

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VI - PROCEDURES

 

The main procedures adopted in our analysis were the following:

 

1) Uniformity in the companies under consideration

 

The analysis carried out for all Companies complied with the same precepts and methodology.

 

We do not describe the meaning of each Asset and Liability Accounts (Capital Accounts) provided that the Company (and its respective Controlled Companies) has to comply with the Accounts Plan (including the content thereof) determined by the regulatory body of the telecommunications sector – ANATEL.

 

Certain Assets and Liabilities accounts may have their original accounting value set to zero, pursuant to the balance sheets delivered by the Company (and of its respective Controlled Companies).

 

The Market Value arises out of the calculation of the Present Value of each Capital Account, taking into consideration their respective ageing and a Discount rate equal to the capital cost of the company (based on the study carried out by Banco Goldman Sachs, retained by the Company to render a valuation based on the Economic Value Method), duly adjusted in order to consider inflation differences between the Brazilian and U.S. currencies.

 

2) Treatment of the Goodwill

 

Based on the opinion of Machado, Meyer, Sendacz e Opice Advogados, as to the interpretation of the Corporation Law (art. 264, caput and paragraph 2 of Law No. 6,404/76) in connection with the treatment of the goodwill, negative goodwill and any reserve for losses in the merger of shares, we have disregarded these items in the calculation of the net equity of the Company at market value.

 

3) Discount rate

 

In relation to the flow Discount rate at Present Value of each capital account, we have adopted in this analysis the capital cost equal to 15.9407% p.a., in accordance with EXHIBIT II, considering that all amounts existing in the financial statements furnished by the Company are expressed in Brazilian currency (R$ - Reais).

 

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4) Term

 

Accounts “Payable” were considered as an average term of 15 days.

 

As from such term, we considered the final maturity informed, that is, 30 days from 1 one to 30 days, 60 days from 31 to 60 days, 90 days from 61 to 90. From 90 days on, it was adopted the bad debt provision.

 

5) Current Assets

 

  a) Available Funds

 

Considered as Market Value – They are already at Actual Present Value.

 

  b) Receivables, net

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data provided by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Inventories

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company (the average turnover indexes of handsets inventory was used to determine the ageing).

 

    Zero value for obsolete inventory, calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Advance to Suppliers

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) JSCP (Interest on Own Capital) and Dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Deferred taxes and tax credits

 

f.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

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f.2) ICMS (“value-added tax”) over Services to be Appropriated

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

f.3) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  g) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  h) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value, has been considered.

 

  i) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  j) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

6) Long Term Receivables

 

  a) Deferred taxes and tax credits

 

a.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

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a.2) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Derivative transactions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

7) “Permanent Asset”

 

  a) Investments

 

    Equity Accounting: In the cases of equity interests held in controlled companies, the accounting balances, presented in the balance sheet of the companies that are controlled by the Company, were adjusted at market value by using the same criteria adopted by the Company. The value posted as equity interest of the Company in these associated companies was then adjusted, based on the shareholders’ equities of their controlled companies at market value. As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Other sub accounts

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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  b) Fixed Assets

 

In the calculation of the Market Value, it has been considered the following:

 

    Properties and Facilities in Operation – BIS

 

PLANCONSULT, by means of its staff specialized in the valuation of fixed assets of telecommunications companies, carried out a valuation of these assets, at market value, under the Valuation Rules in force and the already presented Chapter V above.

 

    Properties and Facilities in Progress – BIA

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  c) Deferred Assets

 

    Goodwill

 

As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Point of Presence Rights (Fundo de Comércio)

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

    Other

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

8) Current Liability

 

  a) Personnel, social charges and benefits

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  b) Trade accounts payable

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

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  e) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  f) Interest on own capital and dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  g) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  h) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

9) Long Term Liabilities

 

  a) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  c) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  d) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Advance for Future Capital Increase - AFAC

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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10) Minority interest

 

In case of minority interest in the capital stock, the reduction equal to such minority interest (in R$) is required before the calculation of the equity accounting to be considered in the respective Controlling Company.

 

11) Treasury Shares

 

Treasury shares owned by the Company shall not be considered provided that they are related to the Net Equity account.

 

12) Capital Recourses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

13) Tax effect on the carried out adjustments – Capital gain or loss

 

  a) Whereas part of the adjustments made to the shareholders’ equity of the Company would result on a capital gain or loss, deductible for tax purposes, the tax credit (or debt) of income tax and social contribution must be considered as an adjustment factor in the shareholders’ equity of the Company, since, as of the maturity date of the assessed assets and liabilities, the gain (or loss) assessed as a result of the adjusts shall cause a tax credit (or debt).

 

  b) As a result, the tax effect (tax credit or debt) resulting from the adjustments mentioned above was calculated considering:

 

    The average tax rate of income tax and social contribution of the Company, furnished by it.

 

    An amortization term of 10 years.

 

    The Discount rate presented on item 3 above for the calculation of the Present Value.

 

  c) The amount of such tax effect was dully added to (or subtracted from) the Actual Net Equity at Market Value.

 

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VII - CONCLUSION

 

Based on the object, scope, methodology and data furnished by the Company (and its controlled companies), the market value to the Actual Net Equity as of September 30, 2005 is R$ 3,395,399,889.45

 

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VIII - PLANCONSULT

 

PLANCONSULT is a leading company in the valuation market of large telecommunications companies.

 

PLANCONSULT has being assisting for over twenty-five years largest groups and companies within the country engaged in several industries.

 

In order to make a difference in the market and to always keep itself as a company with the highest quality in the segment, PLANCONSULT continuously invests in state of the art technology, communication and qualified personnel.

 

LOGO

 

It has a high tech computer and telecommunication network, enabling the quickest and safest performance. PLANCONSULT also works with a mobile network, including own hardware, software and telecommunication, which, if required, constitutes a complete working structure inside client’s offices, speeding up the work pace, optimizing costs and results, in addition to enable a close follow-up by the client on work development.

 

LOGO

 

PLANCONSULT has been carrying out throughout last years hundreds of valuations to several of the largest and most important companies of the country, in addition to present them to governmental institutions such as Banco Nacional de Desenvolvimento Econômico S.A. Participações - BNDESPAR, Ministry of Finance, Internal Revenue Services, Comissão de Valores Mobiliários – CVM (Brazilian Securities Commission), etc.

 

PLANCONSULT has been acting as advisor and consultant in privatization transactions, under Decree No. 91,991, of November 28, 1985 (company’s valuation and stockholding control), including the appraisal of several companies that have already been privatized (Banestado, Banespa, Usiminas, PQU, Açominas, Celpav, Sibra, Banco Meridional, CESP, ELETROPAULO, and the 53 subsidiaries of TELEBRÁS System).

 

It has been further provided services of technical and financial due diligence, particularly to meet the needs of financial organism as for example IDB (Inter-American Development Bank).

 

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PLANCONSULT, in addition to is qualification and know-how, facilities, personnel, and own computer systems (hardware and software) that have already been developed and proved, has the necessary and indispensable experience in the segment of TELECOMMUNICATIONS COMPANIES, stressing the valuation works for publicly-held companies, namely:

 

TELEBRÁS System and CRT Privatization

   

•      TELEACRE - Telecomunicações do Acre S.A.

   

•      TELASA - Telecomunicações de Alagoas S.A.

   

•      TELAMAZON - Telecomunicações do Amazonas S.A.

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•      TELEAMAPÁ - Telecomunicações do Amapá S.A.

 

•      TELEBAHIA - Telecomunicações da Bahia S.A.

 

•      TELEBAHIA Celular S.A.

   

•      TELECEARÁ - Telecomunicações do Ceará S.A.

   

•      TELEBRÁS - Telecomunicações Brasileiras S.A.

   

•      TELEBRASÍLIA - Telecomunicações de Brasília S.A

   

•      TELEST - Telecomunicações do Espírito Santo S.A.

   

•      TELEST Celular S.A.

   

•      TELEGOIÁS - Telecomunicações de Goiás S.A.

   

•      TELMA - Telecomunicações do Maranhão S.A.

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•      TELEMIG - Telecomunicações de Minas Gerais S.A.

 

•      TELEMS - Telecomunicações do Mato Grosso do Sul S.A.

   

•      TELEMAT - Telecomunicações do Mato Grosso S.A.

   

•      TELEPARÁ - Telecomunicações do Pará S.A.

   

•      TELPA - Telecomunicações da Paraíba S.A.

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•      TELPE - Telecomunicações de Pernambuco S.A.

 

•      TELEPISA - Telecomunicações do Piauí S.A.

   

•      TELEPAR - Telecomunicações do Paraná S.A.

   

•      EMBRATEL - Empresa Brasileira de Telecomunicações S.A.

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•      TELERJ - Telecomunicações do Rio de Janeiro S.A.

   

•      TELERJ Celular S.A.

   

•      TELERN - Telecomunicações do Rio Grande do Norte S.A.

   

•      TELERON - Telecomunicações de Rondônia S.A.

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•      TELAIMA - Telecomunicações de Roraima S.A.

 

•      CRT – Companhia Riograndense de Telecomunicações

 

•      CTMR - Companhia Telefônica Melhoramento e Resistência

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•      CRT Celular S.A.

 

•      TELESC - Telecomunicações de Santa Catarina S.A.

   

•      TELERGIPE - Telecomunicações de Sergipe S.A.

   

•      CPqD - Centro de Pesquisa e Desenvolvimento - TELEBRÁS

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•      CTBC - Companhia Telefônica da Borda do Campo

 

•      TELESP - Telecomunicações de São Paulo S.A.

 

•      TELESP Celular S.A.

 

 

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Telefónica

   

•      CETERP - Centrais Telefônicas de Ribeirão Preto S.A.

   

•      CRT Celular S.A.

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•      CTBC - Companhia Telefônica da Borda do Campo

 

•      TELEBAHIA Celular S.A.

 

•      TELERGIPE Celular S.A.

   

•      TELERJ Celular S.A.

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•      TELESP - Telecomunicações de São Paulo S.A.

 

•      TELEST Celular S.A.

   

Tele Centro Sul Participações S/A – TCS (atual BRASIL TELECOM)

   

•      Companhia Telefônica Melhoramento e Resistência – CTMR

   

•      CRT – Companhia Riograndense de Telecomunicações

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•      Telecomunicações de Brasília S.A. - TELEBRASÍLIA

 

•      Telecomunicações de Goiás S.A. - TELEGOIÁS

 

•      Telecomunicações de Mato Grosso do Sul S.A. - TELEMS

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações do Paraná S.A. – TELEPAR

   

Telesp Celular

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•      CETERP Celular S.A.

 

•      GLOBAL TELECOM S.A.

   

•      TELESP Celular S.A

   

TIM

   

•      Maxitel S.A.

   

•      TIM Nordeste Telecomunicações S.A

   

VÉSPER

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•      VÉSPER S.A.

 

•      VÉSPER SÃO PAULO S.A

   

 

PLANCONSULT has also carried out valuations for several publicly-held companies engaged in other segments of the Brazilian economy, which not only have been approved by the companies themselves but also by regulatory bodies, including CVM.

 

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IX - DISCLAIMER

 

  1) This Valuation Report on the Actual Net Equity at Market Value was prepared by PLANCONSULT Planejamento e Consultoria Ltda. (“PLANCONSULT”), aiming at the process of exchange of shares and mergers of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares set forth in the article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457, of May 5, 1997.

 

  2) This Valuation Report on Actual Net Equity has been prepared by PLANCONSULT based on the information furnished by the Company’s management, as well as other publicly available information, including the financial statements of the Company audited and reviewed by DELOITTE TOUCHE TOHMATSU. PLANCONSULT has taken all care and acted with high diligence standards in order to demand that the information provided by the Company be true and consistent with those audited or reviewed. However, there is no assurance that such information is true and complete.

 

  3) PLANCONSULT did not conduct any legal, accounting or any other due diligence or carried out any independent investigation on the information made available in order to prepare this Valuation Report. Therefore, this report did not consider the impacts of any audit or investigation. PLANCONSULT assumes no responsibility for the truthfulness, accuracy or extension of the information obtained.

 

  4) PLANCONSULT has not analyzed the legal validity and effectiveness of the processed information tanking into account that such analysis is beyond its professional scope. The validity and enforceability of liens or encumbrances on the Company’s assets have not as well been analyzed. However, the amounts relating to such liens or encumbrances have been considered in our report.

 

  5) Therefore, PLANCONSULT does not assume any responsibility on the legal, engineering or financial matter beyond those implicit in the exercise of its specific functions at issue, which are specifically set forth in the applicable legislation, codes and regulations.

 

  6) The Company’s managers did not in any way directed, made difficult or took any action which might hinder the access, use or knowledge of any information relevant for the quality of the work, and stated that all documents and/or other information existing to enable the accomplishment of the work and quality of the respective conclusions were made available to PLANCONSULT.

 

  7) PLANCONSULT represents that the number of shares of the company at issue, which PLANCONSULT itself, its controlling persons and other persons bound to them are holders, or which are under their discretionary management, is zero.

 

  8) PLANCONSULT states the non existence of any conflict or communion of interest, effective or potential, with the controlling person of the company, or minority shareholders of the company, or in relation to any other involved company, its respective partners, or in connection with the operation itself of exchange of shares and mergers of associated companies.

 

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  9) There is no assurance that any of the premises, estimates, projections, partial or total results or conclusions used or showed in this Valuation Report will be effectively accomplished or determined, in whole or in part. The final results may be different from the projections, and those differences may be relevant and further be impacted by market conditions, among others. Therefore, there is no guarantee on the part of PLANCONSULT as to the accomplishment or not of the projections herein, specifically which occurrence depends on future and uncertain events.

 

  10) The fixed assets of the company have been appraised by PLANCONSULT.

 

  11) The Valuation Report did not consider any future benefit that a potential success of the operation of exchange of shares and mergers of companies may eventually bring to themselves.

 

  12) The information included herein reflects the financial and accounting conditions of the company on 09/30/2005. Any amendment to these conditions may change the result showed herein.

 

  13) This Valuation Report must be used exclusively within the scope of the operation of exchange of shares and mergers of companies, duly informed to the market by applicable means.

 

  14) Analysis reports on other companies and sectors prepared by PLANCONSULT and/or its affiliates may address market premises in a way different from this Valuation Report.

 

  15) This Valuation Report may not be reproduced or published, in whole or in part, without the prior consent of PLANCONSULT.

 

  16) The basis date of this Valuation Report is 09/30/2005.

 

São Paulo, December 2, 2005.

 

PLANCONSULT Planejamento e Consultoria Ltda.

CORECON: RE/2849 - SP

CRA: E-1256 - SP

CREA: 21.973 - SP

 

Edgar Victor Salem


  

Ubyrajara Pitta


  

Edward Dias Moreno


CRA: 12.500 - SP

CREA: 46.152 - SP

  

CORECON: 4.907 - SP

  

CRC: 1SP064073/O-0

 

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X - EXHIBITS

 

EXHIBIT I – Balance sheets

 

EXHIBIT II – Discount rate

 

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EXHIBIT I

 

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     Telesp Celular Part.
S.A. REAL


ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   67,927.32

Net accounts receivable

   26,444.44

Inventories

    

Advances to suppliers

    

Interests on own capital and dividends

   53,573,670.41

Deferred tax and tax credits

   15,658,803.66

Tax credits

   15,658,803.66

Anticipated income tax and social contribution

   2,611,938.07

Withheld income tax

   406,438.45

ICMS credit

    

Pis, Cofins and other credits

   12,640,427.15

ICMS over services to be appropriated

    

Deferred social contribution and income tax

    

11221151    Deferred income tax - tax losses

    

11221152    Deferred income tax - contingencies

    

11221153    Deferred income tax - provision for losses in inventory

    

11221154    Deferred income tax - over bad debt provision

    

11221155    Deferred income tax - over amortization of unrealized goodwill

    

11221156    Deferred income tax - over suppliers

    

11221157    Deferred income tax - over loyalty programs

    

11221159    Deferred income tax - other temporary differences

    

11221161    Deferred social contribution - negative basis

    

11221162    Deferred social contribution - contingencies

    

11221163    Deferred social contribution - provision for losses in inventory

    

11221164    Deferred social contribution - over bad debt provision

    

11221165    Deferred social contribution - over amortization of unrealized goodwill

    

11221166    Deferred social contribution - over suppliers

    

11221167    Deferred social contribution - over loyalty programs

    

11221169    Deferred social contribution - other temporary differences

    

14311111    Goodwill over investment - restructuring

    

14391111    Accumulated amortization - Goodwill - restructuring

    

21191914    Provision of goodwill with investment

    

22191914    Provision of goodwill with investment

    

Loans and financings

    

Derivative transactions

    

Anticipated expenses

   806,906.01

Other current assets

   14,474,297.63

Total current assets

   68,949,245.81

NON-CURRENT ASSETS:

    

Deferred tax and tax credits

   295,057,645.67

Tax credits

   294,695,875.84

Anticipated income tax and social contribution

   275,405,046.19

ICMS credit

    

Pis, Cofins and other credits

   19,290,829.65

Deferred social contribution and income tax

   361,769.83

12121151    Deferred income tax - tax losses

    

12121152    Deferred income tax - contingencies

    

12121153    Deferred income tax - provision for losses in inventory

    

12121154    Deferred income tax - over bad debt provision

    

12121155    Deferred income tax - over amortization of unrealized goodwill

    

12121159    Deferred income tax - other temporary differences

    

12121161    Deferred social contribution - negative basis

    

12121162    Deferred social contribution - contingencies

    

12121163    Deferred social contribution - provision for losses in inventory

    

12121164    Deferred social contribution - over bad debt provision

    

12121165    Deferred social contribution - over amortization of unrealized goodwill

    

12121169    Deferred social contribution - other temporary differences

    

 

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14311113    Goodwill over investment - long term

    

Loans and financings

    

Derivative transactions

    

Anticipated expenses

   3,539,993.76

Other non-current assets

   1,946,061.00

Total non-current assets

   300,543,700.43

PERMANENT ASSETS:

    

Investments

   6,414,484,239.44

Property, plant and equipment

   321,239.17

Deferred assets

    

Total permanent assets

   6,414,805,478.61

Total assets

   6,784,298,424.85

 

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LIABILITIES       

CURRENT LIABILITIES:

      

Personnel, charges and social benefits

   923,766.79  

Suppliers and accounts payable

   4,101,309.83  

Taxes, charges and contributions

      

Loans and financings

   1,041,069,952.17  

Derivative transactions

   359,782,308.88  

Interests on shareholders’ equity and dividends

   (2,685.11 )

Provision for contingencies

   60,466,379.21  

Other current liabilities

   22,621,586.34  

Total current liabilities

   1,488,962,618.12  

NON-CURRENT LIABILITIES:

      

Taxes, charges and contributions

      

Loans and financings

   1,850,555,809.63  

Derivative transactions

   154,817,290.92  

Provision for contingencies

      

Advance payment for future capital increase

      

Other current liabilities

      

Total non-current liabilities

   2,005,630,306.55  

MINORITY SHAREHOLDERS

      

SHAREHOLDERS’ EQUITY

      

Capital stock

      

Shares in treasury

      

Capital reserves

      

Profits reserves

      

Revaluation reserves

      

Accumulated profits

      

Net income of the period

      

Result in the conversion of Balance Sheet

      

Total shareholders’ equity

   3,289,705,500.18  

Shareholders’ equity less Goodwill Reserve

   3,622,088,094.24  

FUNDS SUBJECT TO CAPITALIZATION

      

Total liabilities

   6,784,298,424.85  
     3,622,088,094.24  

Tax credit

   105,694,389.27  
     3,289,705,500.18  
     3,395,399,889.45  

Real shareholders’ equity - adjusted shareholders equity

   332,382,594.06  

Income tax and social contribution rates (36.868%)

   122,542,814.78  

Tax credit

   105,694,389.27  

Final real shareholders’ equity with tax effect

   3,395,399,889.45  

 

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EXHIBIT II

 

Parameters


   Value

   

Comments


FCF terminal growth rate

   4.00 %  

EBITDA growth without license 2014 / risk free

Tax Rate (Tc)

   34 %    

Debt/equity ratio (D/E)

   45.0 %  

Calculated from market values

Equity/value ratio (E/V)

   69.0 %  

Calculated from the debt/equity ratio

Debt/value ratio (D/V)

   31.0 %  

[1 - (equity/value) ratio]

Equity beta

   1.01    

The adjusted Bloomberg beta of the industry was used

Debt beta

   0.35    

WACC

Asset beta

   0.81    

{(1-Tc)D / [(1-Tc)D + E]}*Bdebt + {E / [(1-Tc) D + E]}*Bequity

Equity return (Re)

   15.1 %  

WACC

Debt return (Rd)

   8.0 %  

Average cost of debt USD

Asset return

   12.9 %  

WACC

Risk-free rate

   4.25 %  

Federal Reserve (T-bond 10 yrs yield)

Market premium (rM-rF)

   10.7 %  

Brazil market premium (Damodaran)

WACC

   12.02 %  

[(1-Tc)*(Rd*D/V) + (Re*E/V)]

U.S. inflation

   2 %    

Brazilian inflation

   5.57 %    

 

Used Discount rate 15.9407%

 

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PLANCONSULT REPORT REGARDING TCO


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TELE CENTRO OESTE PARTICIPAÇÕES S.A.

 

ACTUAL NET EQUITY AT MARKET VALUE

VALUATION REPORT

 

EXECUTIVE SUMMARY

 

December/2005

 

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TABLE OF CONTENTS

 

I -

   OBJECT    2

II -

   PRESENTATION OF THE COMPANY    3

III -

   INFORMATION BASIS    4

IV -

   SUBSEQUENT EVENTS    5

V -

   SCOPE    6

VI -

   PROCEDURES    11

1)

   Uniformity in the companies under consideration    11

2)

   Treatment of the Goodwill    11

3)

   Discount rate    11

4)

   Term    12

5)

   Current Assets    12

6)

   Long Term Receivables    13

7)

   “Permanent Asset”    14

8)

   Current Liability    15

9)

   Long Term Liabilities    16

10)

   Minority interest    17

11)

   Treasury Shares    17

12)

   Capital Recourses    17

13)

   Tax effect on the carried out adjustments – Capital gain or loss    17

VII -

   CONCLUSION    18

VIII -

   PLANCONSULT    19

IX -

   DISCLAIMER    22

X -

   EXHIBITS    24

 

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I - OBJECT

 

PLANCONSULT Planejamento e Consultoria Ltda. was retained by TELE CENTRO OESTE PARTICIPAÇÕES. S.A. (“TCO”) to render the Valuation Report on the Actual Net Equity at Market Value of the Company, on the basis date of September 30, 2005. This paper refers to the corporate restructuring process, whose object is the process of exchange of shares and merger of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares, under the provisions of article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457 of May 5, 1997.

 

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II - PRESENTATION OF THE COMPANY

 

1) THE COMPANY

 

TCO is a Holding Company owner of 100% of the following operators: Telegoiás Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron Celular S.A., Teleacre Celular S.A. (hereinafter referred to, jointly, as “Area 7”), Norte Brasil Telecom S.A., (“NBT”) (former “Area 8”) and a company who provided solutions to data market services via IP (Internet Protocol), TCO IP. In addition to be a Holding Company, the Company and its controlled companies are operators authorized for the rendering of Personal Mobile Services (“SMP”) in the Federal District. Its controlled companies operate in the states of Goiás and Tocantins, Mato Grosso, Mato Grosso do Sul, Rondônia, Acre and, through NBT, in Roraima, Amapá, Pará, Amazonas and Maranhão.

 

The Company was incorporated pursuant to the laws of the Federative Republic of Brazil under the name of Tele Centro Oeste Celular Participações S.A., known as “TCO”. It is a joint stock company (“socieade por ações”) under the Brazilian Corporation law. Its head office is located at SCS, Quadra 2, Bloco C, 226, 7º andar, 70319-900 Brasília, DF.

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III - INFORMATION BASIS

 

The accounting information, showed in the interim balance sheet of the Company reviewed by independent auditors on the basis date of September 30, 2005, has been used as starting point.

 

The report is based on interviews with the Company’s management and on managerial data, additional information, written or oral, furnished by the Company, aging schedule of receivables and suppliers, loan transactions controls, and debt hedging, among others.

 

This report does not constitute an audit report on accounting statements used or on any other information included herein and, therefore, it shall not be interpreted as such.

 

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IV - SUBSEQUENT EVENTS

 

This valuation does not reflect events occurred after issuance of this report and any relevant fact occurring between the valuation basis date and the date on which this document was issued that has not been informed to PLANCONSULT.

 

Until issuance of this report, PLANCONSULT is not aware of any event that may substantially change the result of this valuation.

 

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V - SCOPE

 

The methodology has been applied to calculate the market value of the Actual Net Equity (ANE) of the Company, and mainly considered the assets and liabilities registered in the accounting information reviewed by the Company’s independent auditors, under the rules of IBRACON applicable to the statements on the basis date of September 30, 2005, and further, the interim balance sheets furnished by the Company’s subsidiaries.

 

This methodology is applicable to determine the market value of assets and liabilities of a certain company. Its application considers as starting point the accounting values of assets and liabilities and makes adjustments to several of these items in order to reflect their respective probable realization values.

 

For that purpose, the following procedures have been carried out:

 

    Reading and analysis of interim balance sheets furnished by the Company and its controlled companies;

 

    Analysis of assets and liabilities accounts registered in the Company’s and its controlled companies’ balance sheets, aiming at identifying items that might be adjusted, as well as the calculation of their probable market value;

 

    Adjustments of accounting statements to their market value based on the result of our analysis;

 

    Adjustments of property, plant and equipment by their respective market value, based on the analysis carried out by the technical staff of PLANCONSULT with experience in evaluating fixed assets of telecommunications companies;

 

    Calculation of investments values of the Company and its subsidiaries by the equity method of accounting, based on the net equity at market of these subsidiaries;

 

    Calculation of tax effects (income tax and social contribution) on the surplus and deficit resulting from such valuation;

 

    Calculation of the market value of the Company’s net equity (Exhibit I).

 

The details of the foregoing procedures and calculations are set forth in Chapter VIII of this report.

 

The methodology and scope of this report aimed at evaluating a company in operation, therefore, except for tax costs and credits, any cost related to expenses ordinarily incurred in the realization of assets or payment of liabilities, as well as those related to bankruptcy or liquidation procedures of companies, such as terminations, costs in connection with judicial disputes, retainment of third parties (legal counsels, advisors, etc.) have not been considered in our calculations.

 

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When existing, the total amount of goodwill and negative goodwill registered in the investment account held in controlled companies, the amount prepaid for acquisition of shares concerning the special goodwill reserve and their respective tax credits have been disregarded in the result of this valuation.

 

The ANE methodology exclusively considers the market value of tangible assets and adjusted liabilities at market, excluding, therefore, market values of intangible assets, which are registered in most of the companies in operation, and disregarding the prospective future profitability of the company.

 

Consequently, the object of our analysis was not the identification and valuation of the Company’s intangible assets, which were not accounted for in the accounting statements, or the identification and quantification of liabilities unregistered and undisclosed by the Company’s Management.

 

The Fixed Assets were valuated as follows:

 

1. Development of the analysis

 

  1.1 PLANCONSULT demanded to the Company the existing individual records and/or information of asset or engineer control of all its equity assets, for the basis date of September 30, 2005, containing, among other, the following information:

 

    Number of the asset or of its control

 

    Account

 

    Place

 

    Purchase date

 

    Description of the asset

 

    Original purchase values, monetary adjustment and depreciation

 

    Other information

 

The information already available at the accounting and technical files of the Company were used at most in order to preserve the “memory” of the Company.

 

The register of offer prices of equipment was also requested, containing the most recently used prices and the prices effectively paid by the Company, as well as the amounts for installation and manpower of contractors.

 

  1.2 PLANCONSULT carried out, due to the short amount of time available, by a reduced sampling, a physical inspection of the assets under analysis, jointly with the Company.

 

On the places where the inspections were carried out, employees of the Company accompanied the staffs of PLANCONSULT. These people were familiar to the assets under inspection and could clarify the doubts regarding the physical inventory of the assets.

 

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  1.3 Based on the accounting file sent by the Company, for the basis date of September 30, 2005, PLANCONSULT processed a summary of the amounts per account.

 

Based on such summary, the accounts with relevant amounts were set forth, due to the representation of the accounting values over the total adjusted value of the company and due to the operational status of the account.

 

2. Items valuated at market value

 

Market Value is considered the value that the asset would obtain in a purchase and sale transaction, within a reasonable term, not being the purchaser and the seller constrained to transact, and considering that the parties know their assets in detail.

 

PLANCONSULT bases their valuation of the Fixed Assets on the ABNT RULES. These rules impose the currently rules in force applicable to valuation, setting forth guidelines that are basic to the good valuation and basically orientate, according to two methods:

 

    Comparative method

 

The value of the asset is obtained from the comparison of market data regarding other assets of similar characteristics.

 

    Cost method

 

The value of the asset results from a summary or detailed budget or from the composition of the cost of other assets that are equal (manufacturing cost) or equivalent (replacement cost) to the object of the valuation.

 

The valuation of fixed assets, as a rule, is carried out through the method of replacement or exchange cost. In the case under analysis, the replacement or exchange cost may be summarized as the sum total of the purchase price of the fixed assets with all the implications of taxes, transport costs until the work place, with the costs of materials for installation, respective manpower, including in regard to special or regular finish, engineer, supervision, etc.

 

Information relating to recent purchase of fixed assets (goods and services), resulted from quotations and negotiations with suppliers in the Brazilian market, were obtained from the Company.

 

Researches on the useful lives of each kind of fixed assets, mainly set forth on account of their use and technological obsoleteness, were also carried out, in order to find out the effective depreciation rate to be applied to each asset.

 

The depreciation factor is the one that adjust the market value of the asset. By applying the due depreciation to the price (or cost), the market price is found out.

 

The valuation presented in this work normally fit in the “Precise Valuations” of the RULES of ABNT (Associação Brasileira de Normas Técnicas), except for the accounts and items that present a lower value (please refer to Chapter II – Methodology) and that fit in the “Expeditious Valuations”.

 

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The fixed assets with relevant economic values, belonging to the accounts below related to Assets and Installations in Service (“BIS”), were valuated by the traditional methods (at market value):

 

  a) Switch Equipment

 

    BIS Analog central office switching systems

 

    BIS Analog central office switching systems – GATEWAY

 

    BIS Analog home location register (HLR)

 

    BIS Other switch equipment – Analog

 

    BIS Digital central office switching systems

 

    BIS Digital central office switching systems – GATEWAY

 

    BIS Digital home location register (HLR)

 

    BIS Other switch equipment – Digital

 

  b) Transmission Equipment

 

    BIS ERB (radio base station) – Analog

 

    BIS Microcells – Analog

 

    BIS Minicells – Analog

 

    BIS Repeaters – Analog

 

    BIS Antennas – Analog

 

    BIS Radios – Analog

 

    BIS ERB (radio base station) – digital

 

    BIS Microcells – digital

 

    BIS Minicells – digital

 

    BIS Repeaters – digital

 

    BIS Antennas – digital

 

    BIS Radios – digital

 

    BIS Optical modem – digital

 

    BIS Concentrator – digital

 

  c) Infrastructure

 

    BIS Towers

 

    BIS Posts

 

    BIS Containers

 

    BIS Energy Equipment

 

    BIS Central Air Conditioning Equipment

 

    BIS Batteries

 

    BIS Equipment to fight fire

 

  d) Software use rights

 

    BIS Software – Maintenance of ERBs (radio base stations)

 

    BIS Software – Maintenance of switching

 

3. Items valuated at accounting residual amount

 

Considering the final objective of the works and its low economic value, the assets that belong to the accounts below were valuated at their accounting residual amount:

 

  a) Transmission Equipment

 

    BIS Other Equipment and means of Analog transmission

 

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    BIS Other Equipment and means of digital transmission

 

    BIS Air and underground optical cabo

 

  b) Terminal equipment

 

    BIS Private Equipment – Rent

 

    BIS Private Equipment – Free lease

 

    BIS Private Equipment – Tads

 

  c) Real estate properties

 

    BIS Real estate properties

 

  d) Buildings

 

    BIS Buildings

 

  e) Infrastructure

 

    BIS Elevators

 

    BIS Underground piping

 

    BIS Other supports and protectors

 

    BIS Appurtenances on third parties’ properties

 

  f) Software use rights

 

    BIS Software – Call Center

 

    BIS Software – Billing

 

    BIS Software – Sap

 

    BIS Software – Saf

 

    BIS Software – Human resources

 

    BIS Software – Gir

 

    BIS Software – Others

 

  g) Concession license

 

    BIS Exploitation concession license

 

  h) Other assets

 

    BIS Cptc – Analog/Digital

 

    BIS Pre-paid

 

    BIS Intelligent network

 

    BIS Analog/Digital voice mail

 

    BIS Analog/Digital short message

 

    BIS Other Equipment/platforms

 

    BIS Vehicles fleet

 

    BIS Managerial vehicles

 

    BIS Tools and instruments for repairment/construction

 

    BIS Equipment of telesupervision

 

    BIS Computing Equipment

 

    BIS Equipment of tests and measures

 

    BIS Furniture and other assets of general use

 

    BIS Brands and patents

 

    BIS Other intangible assets

 

  i) Assets and installations in progress (BIA)

 

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VI - PROCEDURES

 

The main procedures adopted in our analysis were the following:

 

1) Uniformity in the companies under consideration

 

The analysis carried out for all Companies complied with the same precepts and methodology.

 

We do not describe the meaning of each Asset and Liability Accounts (Capital Accounts) provided that the Company (and its respective Controlled Companies) has to comply with the Accounts Plan (including the content thereof) determined by the regulatory body of the telecommunications sector – ANATEL.

 

Certain Assets and Liabilities accounts may have their original accounting value set to zero, pursuant to the balance sheets delivered by the Company (and of its respective Controlled Companies).

 

The Market Value arises out of the calculation of the Present Value of each Capital Account, taking into consideration their respective aging and a discount rate equal to the capital cost of the company (based on the study carried out by Banco Goldmann Sachs, retained by the Company to render a valuation based on the Economic Value Method), duly adjusted in order to consider inflation differences between the Brazilian and North-American currencies.

 

2) Treatment of the Goodwill

 

Based on the opinion of Machado, Meyer, Sendacz e Opice Advogados, as to the interpretation of the Corporation Law (art. 264, caput and paragraph 2 of Law No. 6,404/76) in connection with the treatment of the goodwill, negative goodwill and any reserve for losses in the merger of shares, we have disregarded these items in the calculation of the net equity of the Company at market value.

 

3) Discount rate

 

In relation to the flow discount rate at Present Value of each capital account, we have adopted in this analysis the capital cost equal to 15.9407% p.a., in accordance with EXHIBIT II, considering that all amounts existing in the financial statements furnished by the Company are expressed in Brazilian currency (R$ - Reais).

 

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4) Term

 

Accounts “Payable” were considered as an average term of 15 days.

 

As from such term, we considered the final maturity informed, that is, 30 days from 1 one to 30 days, 60 days from 31 to 60 days, 90 days from 61 to 90. From 90 days on, it was adopted the bad debt provision.

 

5) Current Assets

 

  a) Available Funds

 

Considered as Market Value – They are already at Actual Present Value.

 

  b) Receivables, net

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data provided by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Inventories

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company (the average turnover indexes of handsets inventory was used to determine the aging).

 

    Zero value for obsolete inventory, calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Advance to Suppliers

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) JSCP (Interest on Own Capital) and Dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Deferred taxes and tax credits

 

f.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

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f.2) ICMS (“value-added tax”) over Services to be Appropriated

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

f.3) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  g) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  h) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value, has been considered.

 

  i) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  j) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

6) Long Term Receivables

 

  a) Deferred taxes and tax credits

 

a.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

a.2) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

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    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Derivative transactions

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

7) “Permanent Asset”

 

  a) Investments

 

    Equity Accounting: In the cases of equity interests held in controlled companies, the accounting balances, presented in the balance sheet of the companies that are controlled by the Company, were adjusted at market value by using the same criteria adopted by the Company. The value posted as equity interest of the Company in these associated companies was then adjusted, based on the shareholders’ equities of their controlled companies at market value. As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Other sub accounts

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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  b) Fixed Assets

 

In the calculation of the Market Value, it has been considered the following:

 

    Properties and Facilities in Operation – BIS

 

PLANCONSULT, by means of its staff specialized in the valuation of fixed assets of telecommunications companies, carried out a valuation of these assets, at market value, under the Valuation Rules in force and the already presented Chapter V above.

 

    Properties and Facilities in Progress – BIA

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  c) Deferred Assets

 

    Goodwill

 

As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Point of Presence Rights (Fundo de Comércio)

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

    Other

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

8) Current Liability

 

  a) Personnel, social charges and benefits

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  b) Trade accounts payable

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

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  e) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  f) Interest on own capital and dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  g) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  h) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

 

9) Long Term Liabilities

 

  a) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The aging of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  c) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  d) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Advance for Future Capital Increase - AFAC

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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10) Minority interest

 

In case of minority interest in the capital stock, the reduction equal to such minority interest (in R$) is required before the calculation of the equity accounting to be considered in the respective Controlling Company.

 

11) Treasury Shares

 

Treasury shares owned by the Company shall not be considered provided that they are related to the Net Equity account.

 

12) Capital Recourses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

13) Tax effect on the carried out adjustments – Capital gain or loss

 

  a) Whereas part of the adjustments made to the shareholders’ equity of the Company would result on a capital gain or loss, deductible for tax purposes, the tax credit (or debt) of income tax and social contribution must be considered as an adjustment factor in the shareholders’ equity of the Company, since, as of the maturity date of the assessed assets and liabilities, the gain (or loss) assessed as a result of the adjusts shall cause a tax credit (or debt).

 

  b) As a result, the tax effect (tax credit or debt) resulting from the adjustments mentioned above was calculated considering:

 

    The average tax rate of income tax and social contribution of the Company, furnished by it.

 

    An amortization term of 10 years.

 

    The Discount rate presented on item 3 above for the calculation of the Present Value.

 

  c) The amount of such tax effect was dully added to (or subtracted from) the Actual Net Equity at Market Value.

 

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VII - CONCLUSION

 

Based on the object, scope, methodology and data furnished by the Company (and its controlled companies), the market value to the Actual Net Equity as of September 30, 2005 is R$ 2,390,078,454.51

 

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VIII - PLANCONSULT

 

PLANCONSULT is a leading company in the valuation market of large telecommunications companies.

 

PLANCONSULT has being assisting for over twenty-five years largest groups and companies within the country engaged in several industries.

 

In order to make a difference in the market and to always keep itself as a company with the highest quality in the segment, PLANCONSULT continuously invests in state of the art technology, communication and qualified personnel.

 

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It has a high tech computer and telecommunication network, enabling the quickest and safest performance. PLANCONSULT also works with a mobile network, including own hardware, software and telecommunication, which, if required, constitutes a complete working structure inside client’s offices, speeding up the work pace, optimizing costs and results, in addition to enable a close follow-up by the client on work development.

 

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PLANCONSULT has been carrying out throughout last years hundreds of valuations to several of the largest and most important companies of the country, in addition to present them to governmental institutions such as Banco Nacional de Desenvolvimento Econômico S.A. Participações - BNDESPAR, Ministry of Finance, Internal Revenue Services, Comissão de Valores Mobiliários – CVM (Brazilian Securities Commission), etc.

 

PLANCONSULT has been acting as advisor and consultant in privatization transactions, under Decree No. 91,991, of November 28, 1985 (company’s valuation and stockholding control), including the appraisal of several companies that have already been privatized (Banestado, Banespa, Usiminas, PQU, Açominas, Celpav, Sibra, Banco Meridional, CESP, ELETROPAULO, and the 53 subsidiaries of TELEBRÁS System).

 

It has been further provided services of technical and financial due diligence, particularly to meet the needs of financial organism as for example IDB (Inter-American Development Bank).

 

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PLANCONSULT, in addition to is qualification and know-how, facilities, personnel, and own computer systems (hardware and software) that have already been developed and proved, has the necessary and indispensable experience in the segment of TELECOMMUNICATIONS COMPANIES, stressing the valuation works for publicly-held companies, namely:

 

TELEBRÁS System and CRT Privatization    

•      TELEACRE - Telecomunicações do Acre S.A.

   

•      TELASA - Telecomunicações de Alagoas S.A.

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•      TELAMAZON - Telecomunicações do Amazonas S.A.

   

•      TELEAMAPÁ - Telecomunicações do Amapá S.A.

   

•      TELEBAHIA - Telecomunicações da Bahia S.A.

   

•      TELEBAHIA Celular S.A.

   

•      TELECEARÁ - Telecomunicações do Ceará S.A.

   

•      TELEBRÁS - Telecomunicações Brasileiras S.A.

   

•      TELEBRASÍLIA - Telecomunicações de Brasília S.A

   

•      TELEST - Telecomunicações do Espírito Santo S.A.

   

•      TELEST Celular S.A.

   

•      TELEGOIÁS - Telecomunicações de Goiás S.A.

   

•      TELMA - Telecomunicações do Maranhão S.A.

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•      TELEMIG - Telecomunicações de Minas Gerais S.A.

   

•      TELEMS - Telecomunicações do Mato Grosso do Sul S.A.

   

•      TELEMAT - Telecomunicações do Mato Grosso S.A.

   

•      TELEPARÁ - Telecomunicações do Pará S.A.

   

•      TELPA - Telecomunicações da Paraíba S.A.

   

•      TELPE - Telecomunicações de Pernambuco S.A.

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•      TELEPISA - Telecomunicações do Piauí S.A.

   

•      TELEPAR - Telecomunicações do Paraná S.A.

   

•      EMBRATEL - Empresa Brasileira de Telecomunicações S.A.

   

•      TELERJ - Telecomunicações do Rio de Janeiro S.A.

   

•      TELERJ Celular S.A.

   

•      TELERN - Telecomunicações do Rio Grande do Norte S.A.

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•      TELERON - Telecomunicações de Rondônia S.A.

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•      TELAIMA - Telecomunicações de Roraima S.A.

   

•      CRT – Companhia Riograndense de Telecomunicações

   

•      CTMR - Companhia Telefônica Melhoramento e Resistência

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•      CRT Celular S.A.

   

•      TELESC - Telecomunicações de Santa Catarina S.A.

   

•      TELERGIPE - Telecomunicações de Sergipe S.A.

   

•      CPqD - Centro de Pesquisa e Desenvolvimento - TELEBRÁS

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•      CTBC - Companhia Telefônica da Borda do Campo

   

•      TELESP - Telecomunicações de São Paulo S.A.

   

•      TELESP Celular S.A.

   

 

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Telefónica    

•      CETERP - Centrais Telefônicas de Ribeirão Preto S.A.

   

•      CRT Celular S.A.

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•      CTBC - Companhia Telefônica da Borda do Campo

   

•      TELEBAHIA Celular S.A.

   

•      TELERGIPE Celular S.A.

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•      TELERJ Celular S.A.

   

•      TELESP - Telecomunicações de São Paulo S.A.

   

•      TELEST Celular S.A.

   
Tele Centro Sul Participações S/A – TCS (atual BRASIL TELECOM)    

•      Companhia Telefônica Melhoramento e Resistência – CTMR

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•      CRT – Companhia Riograndense de Telecomunicações

   

•      Telecomunicações de Brasília S.A. - TELEBRASÍLIA

   

•      Telecomunicações de Goiás S.A. - TELEGOIÁS

   

•      Telecomunicações de Mato Grosso do Sul S.A. - TELEMS

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações do Paraná S.A. – TELEPAR

   
Telesp Celular   LOGO

•      CETERP Celular S.A.

   

•      GLOBAL TELECOM S.A.

   

•      TELESP Celular S.A

   
TIM    

•      Maxitel S.A.

   

•      TIM Nordeste Telecomunicações S.A

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VÉSPER    

•      VÉSPER S.A.

   

•      VÉSPER SÃO PAULO S.A

   

 

PLANCONSULT has also carried out valuations for several publicly-held companies engaged in other segments of the Brazilian economy, which not only have been approved by the companies themselves but also by regulatory bodies, including CVM.

 

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IX - DISCLAIMER

 

  1) This Valuation Report on the Actual Net Equity at Market Value was prepared by PLANCONSULT Planejamento e Consultoria Ltda. (“PLANCONSULT”), aiming at the process of exchange of shares and mergers of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares set forth in the article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457, of May 5, 1997.

 

  2) This Valuation Report on Actual Net Equity has been prepared by PLANCONSULT based on the information furnished by the Company’s management, as well as other publicly available information, including the financial statements of the Company audited and reviewed by DELOITTE TOUCHE TOHMATSU. PLANCONSULT has taken all care and acted with high diligence standards in order to demand that the information provided by the Company be true and consistent with those audited or reviewed. However, there is no assurance that such information is true and complete.

 

  3) PLANCONSULT did not conduct any legal, accounting or any other due diligence or carried out any independent investigation on the information made available in order to prepare this Valuation Report. Therefore, this report did not consider the impacts of any audit or investigation. PLANCONSULT assumes no responsibility for the truthfulness, accuracy or extension of the information obtained.

 

  4) PLANCONSULT has not analyzed the legal validity and effectiveness of the processed information tanking into account that such analysis is beyond its professional scope. The validity and enforceability of liens or encumbrances on the Company’s assets have not as well been analyzed. However, the amounts relating to such liens or encumbrances have been considered in our report.

 

  5) Therefore, PLANCONSULT does not assume any responsibility on the legal, engineering or financial matter beyond those implicit in the exercise of its specific functions at issue, which are specifically set forth in the applicable legislation, codes and regulations.

 

  6) The Company’s managers did not in any way directed, made difficult or took any action which might hinder the access, use or knowledge of any information relevant for the quality of the work, and stated that all documents and/or other information existing to enable the accomplishment of the work and quality of the respective conclusions were made available to PLANCONSULT.

 

  7) PLANCONSULT represents that the number of shares of the company at issue, which PLANCONSULT itself, its controlling persons and other persons bound to them are holders, or which are under their discretionary management, is zero.

 

  8)

PLANCONSULT states the non existence of any conflict or communion of interest, effective or potential, with the controlling person of the company, or minority shareholders of the company, or in relation to any other involved company, its

 

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respective partners, or in connection with the operation itself of exchange of shares and mergers of associated companies.

 

  9) There is no assurance that any of the premises, estimates, projections, partial or total results or conclusions used or showed in this Valuation Report will be effectively accomplished or determined, in whole or in part. The final results may be different from the projections, and those differences may be relevant and further be impacted by market conditions, among others. Therefore, there is no guarantee on the part of PLANCONSULT as to the accomplishment or not of the projections herein, specifically which occurrence depends on future and uncertain events.

 

  10) The fixed assets of the company have been appraised by PLANCONSULT.

 

  11) The Valuation Report did not consider any future benefit that a potential success of the operation of exchange of shares and mergers of companies may eventually bring to themselves.

 

  12) The information included herein reflects the financial and accounting conditions of the company on 09/30/2005. Any amendment to these conditions may change the result showed herein.

 

  13) This Valuation Report must be used exclusively within the scope of the operation of exchange of shares and mergers of companies, duly informed to the market by applicable means.

 

  14) Analysis reports on other companies and sectors prepared by PLANCONSULT and/or its affiliates may address market premises in a way different from this Valuation Report.

 

  15) This Valuation Report may not be reproduced or published, in whole or in part, without the prior consent of PLANCONSULT.

 

  16) The basis date of this Valuation Report is 09/30/2005.

 

São Paulo, December 2, 2005.

 

PLANCONSULT Planejamento e Consultoria Ltda.

CORECON: RE/2849 - SP

CRA: E-1256 - SP

CREA: 21.973 - SP

 

Edgar Victor Salem


 

Ubyrajara Pitta


 

Edward Dias Moreno


CRA: 12.500 - SP

  CORECON: 4.907 – SP   CRC: 1SP064073/O-0

CREA: 46.152 - SP

       

 

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X - EXHIBITS

 

EXHIBIT I – Balance sheets

 

EXHIBIT II – Discount rate

 

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EXHIBIT I

 

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     Tele Centro Oeste
Part. S.A. REAL


ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   94,885,846.58

Net accounts receivable

   121,247,191.31

Inventories

   24,025,352.10

Advances to suppliers

   3,287,765.13

Interests on own capital and dividends

   161,097,368.49

Deferred tax and tax credits

   45,878,250.68

Tax credits

   32,413,010.31

Anticipated income tax and social contribution

   2,788,345.17

Withheld income tax

   19,821,260.59

ICMS credit

   8,232,688.58

Pis, Cofins and other credits

   1,570,715.97

ICMS over services to be appropriated

   1,021,004.91

Deferred social contribution and income tax

   12,444,235.46

11221151    Deferred income tax – tax losses

   1,028,652.93

11221152    Deferred income tax – contingencies

   386,395.04

11221153    Deferred income tax – provision for losses in inventory

   295,377.21

11221154    Deferred income tax – over bad debt provision

   2,059,185.03

11221155    Deferred income tax – over amortization of unrealized goodwill

   —  

11221156    Deferred income tax – over suppliers

   3,598,081.02

11221157    Deferred income tax – over loyalty programs

   537,713.63

11221159    Deferred income tax – other temporary differences

   1,244,354.05

11221161    Deferred social contribution – negative basis

   370,878.40

11221162    Deferred social contribution – contingencies

   139,102.21

11221163    Deferred social contribution – provision for losses in inventory

   106,335.80

11221164    Deferred social contribution – over bad debt provision

   741,306.61

11221165    Deferred social contribution – over amortization of unrealized goodwill

   —  

11221166    Deferred social contribution – over suppliers

   1,295,309.16

11221167    Deferred social contribution – over loyalty programs

   193,576.90

11221169    Deferred social contribution – other temporary differences

   447,967.46

14311111    Goodwill over investment – restructuring

    

14391111    Accumulated amortization – Goodwill – restructuring

    

21191914    Provision of goodwill with investment

    

22191914    Provision of goodwill with investment

    

Loans and financings

   —  

Derivative transactions

   —  

Anticipated expenses

   19,096,509.27

Other current assets

   13,833,296.38

Total current assets

   483,351,579.94

NON-CURRENT ASSETS:

    

Deferred tax and tax credits

   34,602,393.52

Tax credits

   8,250,623.34

Anticipated income tax and social contribution

   148,014.58

ICMS credit

   7,172,730.24

Pis, Cofins and other credits

   —  

Deferred social contribution and income tax

   26,351,770.18

12121151    Deferred income tax – tax losses

   —  

12121152    Deferred income tax – contingencies

   19,376,301.60

12121153    Deferred income tax – provision for losses in inventory

   —  

12121154    Deferred income tax – over bad debt provision

   —  

12121155    Deferred income tax – over amortization of unrealized goodwill

   —  

12121159    Deferred income tax – other temporary differences

   —  

12121161    Deferred social contribution – negative basis

   —  

12121162    Deferred social contribution – contingencies

   6,975,468.58

12121163    Deferred social contribution – provision for losses in inventory

   —  

12121164    Deferred social contribution – over bad debt provision

   —  

12121165    Deferred social contribution – over amortization of unrealized goodwill

   —  

 

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12121169    Deferred social contribution – other temporary differences

   —  

14311113    Goodwill over investment – long term

    

Loans and financings

   25,152,235.92

Derivative transactions

   —  

Anticipated expenses

   800,428.90

Other non-current assets

   10,775,329.66

Total non-current assets

   71,330,388.01

PERMANENT ASSETS:

    

Investments

   1,973,332,856.77

Property, plant and equipment

   303,853,614.96

Deferred assets

   368,958.33

Total permanent assets

   2,277,555,430.06

Total assets

   2,832,237,398.01

 

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LIABILITIES       

CURRENT LIABILITIES:

      

Personnel, charges and social benefits

   7,894,352.01  

Suppliers and accounts payable

   75,156,983.68  

Taxes, charges and contributions

   16,393,027.66  

Loans and financings

   17,380,218.81  

Derivative transactions

   8,527,888.30  

Interests on shareholders’ equity and dividends

   137,685,882.84  

Provision for contingencies

   1,545,934.47  

Other current liabilities

   20,397,787.15  

Total current liabilities

   284,982,074.92  

NON-CURRENT LIABILITIES:

      

Taxes, charges and contributions

      

Loans and financings

   5,740,687.59  

Derivative transactions

   2,801,529.39  

Provision for contingencies

   82,242,538.37  

Advance payment for future capital increase

      

Other current liabilities

   463,227.84  

Total non-current liabilities

   91,247,983.19  

MINORITY SHAREHOLDERS

      

SHAREHOLDERS’ EQUITY

      

Capital stock

      

Shares in treasury

      

Capital reserves

      

Profits reserves

      

Revaluation reserves

      

Accumulated profits

      

Net income of the period

      

Result in the conversion of Balance Sheet

      

Total shareholders’ equity

   2,456,007,339.90  

Shareholders’ equity less Goodwill Reserve

   2,248,677,375.66  

FUNDS SUBJECT TO CAPITALIZATION

      

Total liabilities

   2,832,237,398.01  
     —    

Tax credit

   (65,928,885.38 )
     2,456,007,339.90  

Real shareholders’ equity - adjusted shareholders equity

   (2,456,007,339.90 )

Income tax and social contribution rates (36.868%)

   (905,480,786.07 )

Tax credit

   (65,928,885.38 )

Final real shareholders’ equity with tax effect

   2,390,078,454.52  

Equity interest of TCP (52.47%)

   1,254,074,165.09  

 

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EXHIBIT II

 

Parameters


   Value

   

Comments


FCF terminal growth rate

   4.00 %   EBITDA growth without license 2014 / risk free

Tax Rate (Tc)

   34 %    

Debt/equity ratio (D/E)

   45.0 %   Calculated from market values

Equity/value ratio (E/V)

   69.0 %   Calculated from the debt/equity ratio

Debt/value ratio (D/V)

   31.0 %   [1 – (equity/value) ratio]

Equity beta

   1.01     The adjusted Bloomberg beta of the industry was used

Debt beta

   0.35     WACC

Asset beta

   0.81     {(1-Tc)D / [(1-Tc)D + E]}*Bdebt + {E / [(1-Tc) D + E]}*Bequity

Equity return (Re)

   15.1 %   WACC

Debt return (Rd)

   8.0 %   Average cost of debt USD

Asset return

   12.9 %   WACC

Risk-free rate

   4.25 %   Federal Reserve (T-bond 10 yrs yield)

Market premium (rM-rF)

   10.7 %   Brazil market premium (Damodaran)

WACC

   12.02 %   [(1-Tc)*(Rd*D/V) + (Re*E/V)]

U.S. inflation

   2 %    

Brazilianinflation

   5.57 %    

 

Used Discount rate 15.9407%

 

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PLANCONSULT REPORT REGARDING TSD


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TELE SUDESTE CELULAR S.A.

 

ACTUAL NET EQUITY AT MARKET VALUE

VALUATION REPORT

 

EXECUTIVE SUMMARY

 

December/2005

 

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Table of Contents

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TABLE OF CONTENTS

 

I -    OBJECT    2
II -    PRESENTATION OF THE COMPANY    3
III -    INFORMATION BASIS    4
IV -    SUBSEQUENT EVENTS    5
V -    SCOPE    6
VI -    PROCEDURES    11
1)    Uniformity in the companies under consideration    11
2)    Treatment of the Goodwill    11
3)    Discount rate    11
4)    Term    12
5)    Current Assets    12
6)    Long Term Receivables    13
7)    “Permanent Asset”    14
8)    Current Liability    15
9)    Long Term Liabilities    17
10)    Minority interest    16
11)    Treasury Shares    17
12)    Capital Recourses    17
13)    Tax effect on the carried out adjustments – Capital gain or loss    17
VII -    CONCLUSION    18
VIII -    PLANCONSULT    19
IX -    DISCLAIMER    22
X -    EXHIBITS    24

 

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I - OBJECT

 

PLANCONSULT Planejamento e Consultoria Ltda. was retained by TELE SUDESTE PARTICIPAÇÕES S.A. (TSD) to render the Valuation Report on the Actual Net Equity at Market Value of the Company, on the basis date of September 30, 2005. This paper refers to the corporate restructuring process, whose object is the process of exchange of shares and merger of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares, under the provisions of article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457 of May 5, 1997.

 

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II - PRESENTATION OF THE COMPANY

 

1) THE COMPANY

 

TSD is the Holding Company that controls 100% of Telerj Celular S.A. and Telest Celular S.A., both of them authorized for the rendering of Personal Mobile Services in their operating areas. Telerj Celular S.A. operates in the State of Rio de Janeiro and Telest Celular S.A. operates in the State of Espírito Santo.

 

The Company was incorporated pursuant to the laws of the Federative Republic of Brazil under the name of Tele Sudeste Celular Participações S.A., a company with an indefinite term of duration, known as Tele Sudeste. It as a corporation that operates in accordance with the Brazilian corporate law. Its head office is located at Praia de Botafogo, 501, Torre Corcovado, 7th floor, 22250-040, Rio de Janeiro, RJ, Brazil.

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III - INFORMATION BASIS

 

The accounting information, showed in the interim balance sheet of the Company reviewed by independent auditors on the basis date of September 30, 2005, has been used as a starting point.

 

The report is based on interviews with the Company’s management and on managerial data, additional information, written or oral, furnished by the Company, ageing schedule of receivables and suppliers, loan transactions controls, and debt hedging, among others.

 

This report does not constitute an audit report on accounting statements used or on any other information included herein and, therefore, it shall not be interpreted as such.

 

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IV - SUBSEQUENT EVENTS

 

This valuation does not reflect events occurred after issuance of this report, as well as any relevant fact occurring between the valuation basis date and the date on which this document was issued that has not been informed to PLANCONSULT.

 

As of the date of this report, PLANCONSULT is not aware of any event that may substantially change the result of this valuation.

 

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V - SCOPE

 

The methodology has been applied to calculate the market value of the Actual Net Equity (ANE) of the Company, and mainly considered the assets and liabilities registered in the accounting information reviewed by the Company’s independent auditors, under the rules of IBRACON applicable to the statements on the basis date of September 30, 2005, and further, the interim balance sheets furnished by the Company’s subsidiaries.

 

This methodology is applicable to determine the market value of assets and liabilities of a certain company. Its application considers as starting point the accounting values of assets and liabilities and makes adjustments to several of these items in order to reflect their respective probable realization values.

 

For that purpose, the following procedures have been carried out:

 

    Reading and analysis of interim balance sheets furnished by the Company and its controlled companies;

 

    Analysis of assets and liabilities accounts registered in the Company’s and its controlled companies’ balance sheets, aiming at identifying items that might be adjusted, as well as the calculation of their probable market value;

 

    Adjustments of accounting statements to their market value based on the result of our analysis;

 

    Adjustments of property, plant and equipment by their respective market value, based on the analysis carried out by the technical staff of PLANCONSULT with experience in evaluating fixed assets of telecommunications companies;

 

    Calculation of investments values of the Company and its subsidiaries by the equity method of accounting, based on the net equity at market of these subsidiaries;

 

    Calculation of tax effects (income tax and social contribution) on the surplus and deficit resulting from such valuation;

 

    Calculation of the market value of the Company’s net equity (Exhibit I).

 

The details of the foregoing procedures and calculations are set forth in Chapter VIII of this report.

 

The methodology and scope of this report are aimed at evaluating a company in operation, therefore, except for tax costs and credits, any cost related to expenses ordinarily incurred in the realization of assets or payment of liabilities, as well as those related to bankruptcy or liquidation procedures of companies, such as terminations, costs in connection with judicial disputes, retainment of third parties (legal counsels, advisors, etc.) have not been considered in our calculations.

 

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When existing, the total amount of goodwill and negative goodwill registered in the account for investments in controlled companies, the amount prepaid for acquisition of shares concerning the special goodwill reserve and their respective tax credits have been disregarded in the result of this valuation.

 

The ANE methodology exclusively considers the market value of tangible assets and adjusted liabilities at market, excluding, therefore, market values of intangible assets, which are registered in most of the companies in operation, and disregarding the prospective future profitability of the company.

 

Consequently, the object of our analysis was not the identification and valuation of the Company’s intangible assets, which were not accounted for in the accounting statements, or the identification and quantification of liabilities unregistered and undisclosed by the Company’s Management.

 

The Fixed Assets were valuated as follows:

 

1. Development of the analysis

 

  1.1 PLANCONSULT requested from to the Company the existing individual records and/or information of asset or engineer control of all its equity assets, for the basis date of September 30, 2005, containing, but not limited to, the following information:

 

    Number of the asset or of its control

 

    Account

 

    Place

 

    Purchase date

 

    Description of the asset

 

    Original purchase values, monetary adjustment and depreciation

 

    Other information

 

The information already available at the accounting and technical files of the Company were used at most in order to preserve the “memory” of the Company.

 

The register of offer prices of equipment was also requested, containing the most recently used prices and the prices effectively paid by the Company, as well as the amounts for installation and manpower of contractors.

 

  1.2 PLANCONSULT carried out, due to the short amount of time available, by a reduced sampling, a physical inspection of the assets under analysis, jointly with the Company.

 

On the places where the inspections were carried out, employees of the Company accompanied the staff of PLANCONSULT. These people were familiar with the assets under inspection and could clarify the doubts regarding the physical inventory of the assets.

 

  1.3 Based on the accounting file sent by the Company, for the basis date of September 30, 2005, PLANCONSULT processed a summary of the amounts per account.

 

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Based on such summary, the accounts with relevant amounts were set forth, due to the representation of the accounting values over the total adjusted value of the company and due to the operational status of the account.

 

2. Items valuated at market value

 

Market Value is considered the value that the asset would obtain in a purchase and sale transaction, within a reasonable term, not being the purchaser and the seller constrained to transact and considering that the parties know their assets in detail.

 

PLANCONSULT bases their valuation of the Fixed Assets on the ABNT RULES. These rules impose the current rules in force applicable to valuation, setting forth guidelines that are basic to the good valuation and basically orientate, according to two methods:

 

    Comparative method

 

The value of the asset is obtained from the comparison of market data regarding other assets of similar characteristics.

 

    Cost method

 

The value of the asset results from a summary or detailed budget or from the composition of the cost of other assets that are equal (manufacturing cost) or equivalent (replacement cost) to the object of the valuation.

 

The valuation of fixed assets, as a rule, is carried out through the method of replacement or substitution cost. In the case under analysis, the replacement or substitution cost may be summarized as the sum total of the purchase price of the fixed assets with all the implications of taxes, transportation costs to the place of use, with the costs of materials for installation, respective labor, including in regard to special or regular finish, engineering, supervision, etc.

 

Information relating to recent purchase of fixed assets (goods and services), resulted from quotations and negotiations with suppliers in the Brazilian market, were obtained from the Company.

 

Researches on the useful lives of each kind of fixed assets, mainly set forth on account of their use and technological obsoleteness, were also carried out, in order to find out the effective depreciation rate to be applied to each asset.

 

The depreciation factor adjusts the market value of the asset. By applying the due depreciation to the price (or cost), the market price is found out.

 

The valuation presented in this work normally fit in the “Precise Valuations” of the RULES of ABNT (Associação Brasileira de Normas Técnicas), except for the accounts and items that present a lower value (please refer to Chapter II – Methodology) and that fit in the “Expeditious Valuations”.

 

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The fixed assets with relevant economic values, belonging to the accounts below related to Assets and Installations in Service (BIS), were valued using the traditional methods (at market value):

 

  a) Switch Equipment

 

    BIS Analog central office switching systems

 

    BIS Analog central office switching systems – GATEWAY

 

    BIS Analog home location register (HLR)

 

    BIS Other switch equipment – Analog

 

    BIS Digital central office switching systems

 

    BIS Digital central office switching systems – GATEWAY

 

    BIS Digital home location register (HLR)

 

    BIS Other switch equipment – Digital

 

  b) Transmission Equipment

 

    BIS ERB (radio base station) – Analog

 

    BIS Microcells – Analog

 

    BIS Minicells – Analog

 

    BIS Repeaters – Analog

 

    BIS Antennas – Analog

 

    BIS Radios – Analog

 

    BIS ERB (radio base station) – digital

 

    BIS Microcells – digital

 

    BIS Minicells – digital

 

    BIS Repeaters – digital

 

    BIS Antennas – digital

 

    BIS Radios – digital

 

    BIS Optical modem – digital

 

    BIS Concentrator – digital

 

  c) Infrastructure

 

    BIS Towers

 

    BIS Posts

 

    BIS Containers

 

    BIS Energy Equipment

 

    BIS Central Air Conditioning Equipment

 

    BIS Batteries

 

    BIS Equipment to fight fire

 

  d) Software use rights

 

    BIS Software – Maintenance of ERBs (radio base stations)

 

    BIS Software – Maintenance of switching

 

3. Items valuated at accounting residual amount

 

Considering the final objective of the works and its low economic value, the assets that belong to the accounts below were valuated at their accounting residual amount:

 

  a) Transmission Equipment

 

    BIS Other Equipment and means of Analog transmission

 

    BIS Other Equipment and means of digital transmission

 

    BIS Air and underground optical cabo

 

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  b) Terminal equipment

 

    BIS Private Equipment – Rent

 

    BIS Private Equipment – Free lease

 

    BIS Private Equipment – Tads

 

  c) Real estate properties

 

    BIS Real estate properties

 

  d) Buildings

 

    BIS Buildings

 

  e) Infrastructure

 

    BIS Elevators

 

    BIS Underground piping

 

    BIS Other supports and protectors

 

    BIS Appurtenances on third parties’ properties

 

  f) Software use rights

 

    BIS Software – Call Center

 

    BIS Software – Billing

 

    BIS Software – Sap

 

    BIS Software – Saf

 

    BIS Software – Human resources

 

    BIS Software – Gir

 

    BIS Software – Others

 

  g) Concession license

 

    BIS Exploitation concession license

 

  h) Other assets

 

    BIS Cptc – Analog/Digital

 

    BIS Pre-paid

 

    BIS Intelligent network

 

    BIS Analog/Digital voice mail

 

    BIS Analog/Digital short message

 

    BIS Other Equipment/platforms

 

    BIS Vehicles fleet

 

    BIS Managerial vehicles

 

    BIS Tools and instruments for repairment/construction

 

    BIS Equipment of telesupervision

 

    BIS Computing Equipment

 

    BIS Equipment of tests and measures

 

    BIS Furniture and other assets of general use

 

    BIS Brands and patents

 

    BIS Other intangible assets

 

  i) Assets and installations in progress (BIA)

 

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VI - PROCEDURES

 

The main procedures adopted in our analysis were the following:

 

1) Uniformity in the companies under consideration

 

The analysis carried out for all Companies complied with the same precepts and methodology.

 

We do not describe the meaning of each Asset and Liability Accounts (Capital Accounts) provided that the Company (and its respective Controlled Companies) has to comply with the Accounts Plan (including the content thereof) determined by the regulatory body of the telecommunications sector – ANATEL.

 

Certain Assets and Liabilities accounts may have their original accounting value set to zero, pursuant to the balance sheets delivered by the Company (and of its respective Controlled Companies).

 

The Market Value arises out of the calculation of the Present Value of each Capital Account, taking into consideration their respective ageing and a discount rate equal to the capital cost of the company (based on the study carried out by Banco Goldman Sachs, retained by the Company to render a valuation based on the Economic Value Method), duly adjusted in order to consider inflation differences between the Brazilian and U.S. currencies.

 

2) Treatment of the Goodwill

 

Based on the opinion of Machado, Meyer, Sendacz e Opice Advogados, as to the interpretation of the Corporation Law (art. 264, caput and paragraph 2 of Law No. 6,404/76) in connection with the treatment of the goodwill, negative goodwill and any reserve for losses in the merger of shares, we have disregarded these items in the calculation of the net equity of the Company at market value.

 

3) Discount rate

 

In relation to the flow discount rate at Present Value of each capital account, we have adopted in this analysis the capital cost equal to 15.9407% p.a., in accordance with EXHIBIT II, considering that all amounts existing in the financial statements furnished by the Company are expressed in Brazilian currency (R$ - Reais).

 

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4) Term

 

Accounts “Payable” were considered as an average term of 15 days.

 

As from such term, we considered the final maturity informed, that is, 30 days from 1 one to 30 days, 60 days from 31 to 60 days, 90 days from 61 to 90. From 90 days on, it was adopted the bad debt provision.

 

5) Current Assets

 

  a) Available Funds

 

Considered as Market Value – They are already at Actual Present Value.

 

  b) Receivables, net

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data provided by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Inventories

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company (the average turnover indexes of handsets inventory was used to determine the ageing).

 

    Zero value for obsolete inventory, calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Advance to Suppliers

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) JSCP (Interest on Own Capital) and Dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Deferred taxes and tax credits

 

f.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

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f.2) ICMS (“value-added tax”) over Services to be Appropriated

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

f.3) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  g) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  h) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value, has been considered.

 

  i) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  j) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

6) Long Term Receivables

 

  a) Deferred taxes and tax credits

 

a.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

a.2) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

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    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Derivative transactions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

7) “Permanent Asset”

 

  a) Investments

 

    Equity Accounting: In the cases of equity interests held in controlled companies, the accounting balances, presented in the balance sheet of the companies that are controlled by the Company, were adjusted at market value by using the same criteria adopted by the Company. The value posted as equity interest of the Company in these associated companies was then adjusted, based on the shareholders’ equities of their controlled companies at market value. As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Other sub accounts

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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  b) Fixed Assets

 

In the calculation of the Market Value, it has been considered the following:

 

    Properties and Facilities in Operation – BIS

 

PLANCONSULT, by means of its staff specialized in the valuation of fixed assets of telecommunications companies, carried out a valuation of these assets, at market value, under the Valuation Rules in force and the already presented Chapter V above.

 

    Properties and Facilities in Progress – BIA

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  c) Deferred Assets

 

    Goodwill

 

As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Point of Presence Rights (Fundo de Comércio)

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

    Other

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

8) Current Liability

 

  a) Personnel, social charges and benefits

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  b) Trade accounts payable

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

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  e) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  f) Interest on own capital and dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  g) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  h) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

9) Long Term Liabilities

 

  a) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  c) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  d) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Advance for Future Capital Increase - AFAC

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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10) Minority interest

 

In case of minority interest in the capital stock, the reduction equal to such minority interest (in R$) is required before the calculation of the equity accounting to be considered in the respective Controlling Company.

 

11) Treasury Shares

 

Treasury shares owned by the Company shall not be considered provided that they are related to the Net Equity account.

 

12) Capital Recourses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

13) Tax effect on the carried out adjustments – Capital gain or loss

 

  a) Whereas part of the adjustments made to the shareholders’ equity of the Company would result on a capital gain or loss, deductible for tax purposes, the tax credit (or debt) of income tax and social contribution must be considered as an adjustment factor in the shareholders’ equity of the Company, since, as of the maturity date of the assessed assets and liabilities, the gain (or loss) assessed as a result of the adjusts shall cause a tax credit (or debt).

 

  b) As a result, the tax effect (tax credit or debt) resulting from the adjustments mentioned above was calculated considering:

 

    The average tax rate of income tax and social contribution of the Company, furnished by it.

 

    An amortization term of 10 years.

 

    The Discount rate presented on item 3 above for the calculation of the Present Value.

 

  c) The amount of such tax effect was dully added to (or subtracted from) the Actual Net Equity at Market Value.

 

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VII - CONCLUSION

 

Based on the object, scope, methodology and data furnished by the Company (and its controlled companies), the market value to the Actual Net Equity as of September 30, 2005 is R$ 2,017,851,499.43.

 

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VIII - PLANCONSULT

 

PLANCONSULT is a leading company in the valuation market of large telecommunications companies.

 

PLANCONSULT has being assisting for over twenty-five years largest groups and companies within the country engaged in several industries.

 

In order to make a difference in the market and to always keep itself as a company with the highest quality in the segment, PLANCONSULT continuously invests in state of the art technology, communication and qualified personnel.

 

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It has a high tech computer and telecommunication network, enabling the quickest and safest performance. PLANCONSULT also works with a mobile network, including own hardware, software and telecommunication, which, if required, constitutes a complete working structure inside client’s offices, speeding up the work pace, optimizing costs and results, in addition to enable a close follow-up by the client on work development.

 

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PLANCONSULT has been carrying out throughout last years hundreds of valuations to several of the largest and most important companies of the country, in addition to present them to governmental institutions such as Banco Nacional de Desenvolvimento Econômico S.A. Participações - BNDESPAR, Ministry of Finance, Internal Revenue Services, Comissão de Valores Mobiliários – CVM (Brazilian Securities Commission), etc.

 

PLANCONSULT has been acting as advisor and consultant in privatization transactions, under Decree No. 91,991, of November 28, 1985 (company’s valuation and stockholding control), including the appraisal of several companies that have already been privatized (Banestado, Banespa, Usiminas, PQU, Açominas, Celpav, Sibra, Banco Meridional, CESP, ELETROPAULO, and the 53 subsidiaries of TELEBRÁS System).

 

It has been further provided services of technical and financial due diligence, particularly to meet the needs of financial organism as for example IDB (Inter-American Development Bank).

 

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PLANCONSULT, in addition to is qualification and know-how, facilities, personnel, and own computer systems (hardware and software) that have already been developed and proved, has the necessary and indispensable experience in the segment of TELECOMMUNICATIONS COMPANIES, stressing the valuation works for publicly-held companies, namely:

 

TELEBRÁS System and CRT Privatization    

•      TELEACRE - Telecomunicações do Acre S.A.

   

•      TELASA - Telecomunicações de Alagoas S.A.

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•      TELAMAZON - Telecomunicações do Amazonas S.A.

 

•      TELEAMAPÁ - Telecomunicações do Amapá S.A.

 

•      TELEBAHIA - Telecomunicações da Bahia S.A.

   

•      TELEBAHIA Celular S.A.

   

•      TELECEARÁ - Telecomunicações do Ceará S.A.

   

•      TELEBRÁS - Telecomunicações Brasileiras S.A.

   

•      TELEBRASÍLIA - Telecomunicações de Brasília S.A

   

•      TELEST - Telecomunicações do Espírito Santo S.A.

   

•      TELEST Celular S.A.

   

•      TELEGOIÁS - Telecomunicações de Goiás S.A.

   

•      TELMA - Telecomunicações do Maranhão S.A.

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•      TELEMIG - Telecomunicações de Minas Gerais S.A.

 

•      TELEMS - Telecomunicações do Mato Grosso do Sul S.A.

 

•      TELEMAT - Telecomunicações do Mato Grosso S.A.

   

•      TELEPARÁ - Telecomunicações do Pará S.A.

   

•      TELPA - Telecomunicações da Paraíba S.A.

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•      TELPE - Telecomunicações de Pernambuco S.A.

 

•      TELEPISA - Telecomunicações do Piauí S.A.

   

•      TELEPAR - Telecomunicações do Paraná S.A.

   

•      EMBRATEL - Empresa Brasileira de Telecomunicações S.A.

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•      TELERJ - Telecomunicações do Rio de Janeiro S.A.

 

•      TELERJ Celular S.A.

 

•      TELERN - Telecomunicações do Rio Grande do Norte S.A.

   

•      TELERON - Telecomunicações de Rondônia S.A.

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•      TELAIMA - Telecomunicações de Roraima S.A.

 

•      CRT – Companhia Riograndense de Telecomunicações

   

•      CTMR - Companhia Telefônica Melhoramento e Resistência

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•      CRT Celular S.A.

 

•      TELESC - Telecomunicações de Santa Catarina S.A.

 

•      TELERGIPE - Telecomunicações de Sergipe S.A.

   

•      CPqD - Centro de Pesquisa e Desenvolvimento - TELEBRÁS

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•      CTBC - Companhia Telefônica da Borda do Campo

 

•      TELESP - Telecomunicações de São Paulo S.A.

 

•      TELESP Celular S.A.

 

 

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Telefónica    

•      CETERP - Centrais Telefônicas de Ribeirão Preto S.A.

   

•      CRT Celular S.A.

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•      CTBC - Companhia Telefônica da Borda do Campo

 

•      TELEBAHIA Celular S.A.

   

•      TELERGIPE Celular S.A.

   

•      TELERJ Celular S.A.

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•      TELESP - Telecomunicações de São Paulo S.A.

 

•      TELEST Celular S.A.

   
Tele Centro Sul Participações S/A – TCS (atual BRASIL TELECOM)    

•      Companhia Telefônica Melhoramento e Resistência – CTMR

   

•      CRT – Companhia Riograndense de Telecomunicações

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•      Telecomunicações de Brasília S.A. - TELEBRASÍLIA

 

•      Telecomunicações de Goiás S.A. - TELEGOIÁS

 

•      Telecomunicações de Mato Grosso do Sul S.A. - TELEMS

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações do Paraná S.A. – TELEPAR

   
Telesp Celular   LOGO

•      CETERP Celular S.A.

 

•      GLOBAL TELECOM S.A.

   

•      TELESP Celular S.A

   
TIM    

•      Maxitel S.A.

   

•      TIM Nordeste Telecomunicações S.A

   
VÉSPER   LOGO

•      VÉSPER S.A.

 

•      VÉSPER SÃO PAULO S.A

   

 

PLANCONSULT has also carried out valuations for several publicly-held companies engaged in other segments of the Brazilian economy, which not only have been approved by the companies themselves but also by regulatory bodies, including CVM.

 

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IX - DISCLAIMER

 

  1) This Valuation Report on the Actual Net Equity at Market Value was prepared by PLANCONSULT Planejamento e Consultoria Ltda. (“PLANCONSULT”), aiming at the process of exchange of shares and mergers of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares set forth in the article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457, of May 5, 1997.

 

  2) This Valuation Report on Actual Net Equity has been prepared by PLANCONSULT based on the information furnished by the Company’s management, as well as other publicly available information, including the financial statements of the Company audited and reviewed by DELOITTE TOUCHE TOHMATSU. PLANCONSULT has taken all care and acted with high diligence standards in order to demand that the information provided by the Company be true and consistent with those audited or reviewed. However, there is no assurance that such information is true and complete.

 

  3) PLANCONSULT did not conduct any legal, accounting or any other due diligence or carried out any independent investigation on the information made available in order to prepare this Valuation Report. Therefore, this report did not consider the impacts of any audit or investigation. PLANCONSULT assumes no responsibility for the truthfulness, accuracy or extension of the information obtained.

 

  4) PLANCONSULT has not analyzed the legal validity and effectiveness of the processed information tanking into account that such analysis is beyond its professional scope. The validity and enforceability of liens or encumbrances on the Company’s assets have not as well been analyzed. However, the amounts relating to such liens or encumbrances have been considered in our report.

 

  5) Therefore, PLANCONSULT does not assume any responsibility on the legal, engineering or financial matter beyond those implicit in the exercise of its specific functions at issue, which are specifically set forth in the applicable legislation, codes and regulations.

 

  6) The Company’s managers did not in any way directed, made difficult or took any action which might hinder the access, use or knowledge of any information relevant for the quality of the work, and stated that all documents and/or other information existing to enable the accomplishment of the work and quality of the respective conclusions were made available to PLANCONSULT.

 

  7) PLANCONSULT represents that the number of shares of the company at issue, which PLANCONSULT itself, its controlling persons and other persons bound to them are holders, or which are under their discretionary management, is zero.

 

  8) PLANCONSULT states the non existence of any conflict or communion of interest, effective or potential, with the controlling person of the company, or minority shareholders of the company, or in relation to any other involved company, its respective partners, or in connection with the operation itself of exchange of shares and mergers of associated companies.

 

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  9) There is no assurance that any of the premises, estimates, projections, partial or total results or conclusions used or showed in this Valuation Report will be effectively accomplished or determined, in whole or in part. The final results may be different from the projections, and those differences may be relevant and further be impacted by market conditions, among others. Therefore, there is no guarantee on the part of PLANCONSULT as to the accomplishment or not of the projections herein, specifically which occurrence depends on future and uncertain events.

 

  10) The fixed assets of the company have been appraised by PLANCONSULT.

 

  11) The Valuation Report did not consider any future benefit that a potential success of the operation of exchange of shares and mergers of companies may eventually bring to themselves.

 

  12) The information included herein reflects the financial and accounting conditions of the company on 09/30/2005. Any amendment to these conditions may change the result showed herein.

 

  13) This Valuation Report must be used exclusively within the scope of the operation of exchange of shares and mergers of companies, duly informed to the market by applicable means.

 

  14) Analysis reports on other companies and sectors prepared by PLANCONSULT and/or its affiliates may address market premises in a way different from this Valuation Report.

 

  15) This Valuation Report may not be reproduced or published, in whole or in part, without the prior consent of PLANCONSULT.

 

  16) The basis date of this Valuation Report is 09/30/2005.

 

São Paulo, December 2, 2005.

 

PLANCONSULT Planejamento e Consultoria Ltda.

CORECON: RE/2849 - SP

CRA: E-1256 - SP

CREA: 21.973 - SP

 

Edgar Victor Salem


 

Ubyrajara Pitta


 

Edward Dias Moreno


CRA: 12.500 – SP

CREA: 46.152 - SP

  CORECON: 4.907 - SP   CRC: 1SP064073/O-0

 

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X - EXHIBITS

 

EXHIBIT I – Balance sheets

 

EXHIBIT II – Discount rate

 

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EXHIBIT I

 

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     Tele Sudeste Celular
Participações S.A. REAL


ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   56,663,641.56

Net accounts receivable

   —  

Inventories

   —  

Advances to suppliers

   —  

Interests on own capital and dividends

   28,002,037.90

Deferred tax and tax credits

   3,901,060.78

Tax credits

   3,678,210.30

Anticipated income tax and social contribution

   2,543,911.13

Withheld income tax

   909,898.71

ICMS credit

   —  

Pis, Cofins and other credits

   224,400.46

ICMS over services to be appropriated

   —  

Deferred social contribution and income tax

   222,850.48

11221151    Deferred income tax – tax losses

   —  

11221152    Deferred income tax – contingencies

   520.54

11221153    Deferred income tax – provision for losses in inventory

   —  

11221154    Deferred income tax – over bad debt provision

   —  

11221155    Deferred income tax – over amortization of unrealized goodwill

   —  

11221156    Deferred income tax – over suppliers

   97,397.75

11221157    Deferred income tax – over loyalty programs

   —  

11221159    Deferred income tax – other temporary differences

   65,942.35

11221161    Deferred social contribution – negative basis

   —  

11221162    Deferred social contribution – contingencies

   187.40

11221163    Deferred social contribution – provision for losses in inventory

   —  

11221164    Deferred social contribution – over bad debt provision

   —  

11221165    Deferred social contribution – over amortization of unrealized goodwill

   —  

11221166    Deferred social contribution – over suppliers

   35,063.19

11221167    Deferred social contribution – over loyalty programs

   —  

11221169    Deferred social contribution – other temporary differences

   23,739.24

14311111    Goodwill over investment – restructuring

   —  

14391111    Accumulated amortization – Goodwill – restructuring

   —  

21191914    Provision of goodwill with investment

   —  

22191914    Provision of goodwill with investment

   —  

Loans and financings

   —  

Derivative transactions

   —  

Anticipated expenses

   —  

Other current assets

   725,865.84

Total current assets

   89,292,606.08

NON-CURRENT ASSETS:

    

Deferred tax and tax credits

   44,558,644.63

Tax credits

   44,241,342.64

Anticipated income tax and social contribution

   44,241,342.64

ICMS credit

   —  

12121171    ICMS credt – Purchases

   —  

12121172    ICMS credt – Eletric energy

   —  

12121173    ICMS credt – Fixed asset

   —  

12121174    ICMS credt – Services rendered

   —  

12121179    ICMS credt – Other

   —  

Pis, Cofins and other credits

   —  

12121191    Cofins credits

   —  

12121192    PIS credits

   —  

Deferred social contribution and income tax

   317,302.00

12121151    Deferred income tax – tax losses

   —  

12121152    Deferred income tax – contingencies

   —  

12121153    Deferred income tax – provision for losses in inventory

   —  

12121154    Deferred income tax – over bad debt provision

   —  

12121155    Deferred income tax – over amortization of unrealized goodwill

   —  

 

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12121159    Deferred income tax – other temporary differences

   —  

12121161    Deferred social contribution – negative basis

   —  

12121162    Deferred social contribution – contingencies

   —  

12121163    Deferred social contribution – provision for losses in inventory

   —  

12121164    Deferred social contribution – over bad debt provision

   —  

12121165    Deferred social contribution – over amortization of unrealized goodwill

   —  

12121169    Deferred social contribution – other temporary differences

   317,302.00

14311113    Goodwill over investment – long term

   —  

Loans and financings

   —  

Derivative transactions

   —  

Anticipated expenses

   —  

Other non-current assets

   456,766.84

Total non-current assets

   45,015,411.47

PERMANENT ASSETS:

    

Investments

   2,010,735,193.68

Property, plant and equipment

   107,587.15

Deferred assets

    

Total permanent assets

   2,010,842,780.83

Total assets

   2,145,150,798.38

 

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LIABILITIES       

CURRENT LIABILITIES:

      

Personnel, charges and social benefits

   438,575.34  

Suppliers and accounts payable

   4,814,531.26  

Taxes, charges and contributions

   2,550,081.86  

Loans and financings

   —    

Derivative transactions

   —    

Interests on shareholders’ equity and dividends

   35,495,645.80  

Provision for contingencies

   2,082.18  

Other current liabilities

   16,828,497.21  

Total current liabilities

   60,129,413.65  

NON-CURRENT LIABILITIES:

      

Taxes, charges and contributions

      

Loans and financings

      

Derivative transactions

      

Provision for contingencies

      

Advance payment for future capital increase

      

Other current liabilities

      

Total non-current liabilities

      

MINORITY SHAREHOLDERS

      

SHAREHOLDERS’ EQUITY

      

Capital stock

      

Shares in treasury

      

Capital reserves

      

Profits reserves

      

Revaluation reserves

      

Accumulated profits

      

Net income of the period

      

Result in the conversion of Balance Sheet

      

Total shareholders’ equity

   2,085,021,384.73  

Shareholders’ equity less Goodwill Reserve

   1,881,835,110.44  

FUNDS SUBJECT TO CAPITALIZATION

      

Total liabilities

   2,145,150,798.38  
     1,881,835,110.44  

Tax credit

   (67,169,885.30 )
     2,085,021,384.73  

Real shareholders’ equity - adjusted shareholders equity

   (203,186,274.29 )

Income tax and social contribution rates (38,328%)

   (77,877,235.21 )

Tax credit

   (67,169,885.30 )

Final real shareholders’ equity with tax effect

   2,017,851,499.43  

 

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EXHIBIT II

 

Parameters


   Value

   

Comments


FCF terminal growth rate

   4.00 %   EBITDA growth without license 2014 / risk free

Tax Rate (Tc)

   34 %    

Debt/equity ratio (D/E)

   45.0 %   Calculated from market values

Equity/value ratio (E/V)

   69.0 %   Calculated from the debt/equity ratio

Debt/value ratio (D/V)

   31.0 %   [1 – (equity/value) ratio]

Equity beta

   1.01     The adjusted Bloomberg beta of the industry was used

Debt beta

   0.35     WACC

Asset beta

   0.81     {(1-Tc)D / [(1-Tc)D + E]}*Bdebt + {E / [(1-Tc) D + E]}*Bequity

Equity return (Re)

   15.1 %   WACC

Debt return (Rd)

   8.0 %   Average cost of debt USD

Asset return

   12.9 %   WACC

Risk-free rate

   4.25 %   Federal Reserve (T-bond 10 yrs yield)

Market premium (rM-rF)

   10.7 %   Brazil market premium (Damodaran)

WACC

   12.02 %   [(1-Tc)*(Rd*D/V) + (Re*E/V)]

U.S. inflation

   2 %    

Brazilian inflation

   5.57 %    

 

Used Discount rate 15.9407%

 

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PLANCONSULT REPORT REGARDING TLE


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TELE LESTE CELULAR PARTICIPAÇÕES S.A.

 

ACTUAL NET EQUITY AT MARKET VALUE

VALUATION REPORT

 

EXECUTIVE SUMMARY

 

December/2005

 

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Table of Contents

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TABLE OF CONTENTS

 

I -

  

OBJECT

   2

II -

  

PRESENTATION OF THE COMPANY

   3

III -

  

INFORMATION BASIS

   4

IV -

  

SUBSEQUENT EVENTS

   5

V -

  

SCOPE

   6

VI -

  

PROCEDURES

   11

1)

  

Uniformity in the companies under consideration

   11

2)

  

Treatment of the Goodwill

   11

3)

  

Discount rate

   11

4)

  

Term

   12

5)

  

Current Assets

   12

6)

  

Long Term Receivables

   13

7)

  

“Permanent Asset”

   14

8)

  

Current Liability

   15

9)

  

Long Term Liabilities

   16

10)

  

Minority interest

   17

11)

  

Treasury Shares

   17

12)

  

Capital Recourses

   17

13)

  

Tax effect on the carried out adjustments – Capital gain or loss

   17

VII -

  

CONCLUSION

   18

VIII -

  

PLANCONSULT

   19

IX -

  

DISCLAIMER

   22

X -

  

EXHIBITS

   24

 

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I - OBJECT

 

PLANCONSULT Planejamento e Consultoria Ltda. was retained by TELE LESTE CELULAR PARTICIPAÇÕES S.A. (“TLE”) to render the Valuation Report on the Actual Net Equity at Market Value of the Company, on the basis date of September 30, 2005. This paper refers to the corporate restructuring process, whose object is the process of exchange of shares and merger of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares, under the provisions of article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457 of May 5, 1997.

 

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II - PRESENTATION OF THE COMPANY

 

1) THE COMPANY

 

TLE is the Holding Company that controls 100% of the operators Telebahia Celular S.A. and Telergipe Celular S.A., both of them authorized for the rendering of Personal Mobile Services in their operating areas. Telebahia Celular operates in the State of Bahia and Telergipe Celular operates in the State of Sergipe.

 

The Company was incorporated pursuant to the laws of the Federative Republic of Brazil under the name of Tele Leste Celular Participações S.A., a company with an indefinite term of duration, known as “Tele Leste”. It as a corporation that operates in accordance with the Brazilian corporate law. Its head office is located at Av. Silveira Martins, 1,036, Cabula, 41150-000, Salvador-BA, Brazil.

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III - INFORMATION BASIS

 

The accounting information, showed in the interim balance sheet of the Company reviewed by independent auditors on the basis date of September 30, 2005, has been used as a starting point.

 

The report is based on interviews with the Company’s management and on managerial data, additional information, written or oral, furnished by the Company, ageing schedule of receivables and suppliers, loan transactions controls, and debt hedging, among others.

 

This report does not constitute an audit report on accounting statements used or on any other information included herein and, therefore, it shall not be interpreted as such.

 

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IV - SUBSEQUENT EVENTS

 

This valuation does not reflect events occurred after issuance of this report, as well as any relevant fact occurring between the valuation basis date and the date on which this document was issued that has not been informed to PLANCONSULT.

 

As of the date of this report, PLANCONSULT is not aware of any event that may substantially change the result of this valuation.

 

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V - SCOPE

 

The methodology has been applied to calculate the market value of the Actual Net Equity (ANE) of the Company, and mainly considered the assets and liabilities registered in the accounting information reviewed by the Company’s independent auditors, under the rules of IBRACON applicable to the statements on the basis date of September 30, 2005, and further, the interim balance sheets furnished by the Company’s subsidiaries.

 

This methodology is applicable to determine the market value of assets and liabilities of a certain company. Its application considers as starting point the accounting values of assets and liabilities and makes adjustments to several of these items in order to reflect their respective probable realization values.

 

For that purpose, the following procedures have been carried out:

 

    Reading and analysis of interim balance sheets furnished by the Company and its controlled companies;

 

    Analysis of assets and liabilities accounts registered in the Company’s and its controlled companies’ balance sheets, aiming at identifying items that might be adjusted, as well as the calculation of their probable market value;

 

    Adjustments of accounting statements to their market value based on the result of our analysis;

 

    Adjustments of property, plant and equipment by their respective market value, based on the analysis carried out by the technical staff of PLANCONSULT with experience in evaluating fixed assets of telecommunications companies;

 

    Calculation of investments values of the Company and its subsidiaries by the equity method of accounting, based on the net equity at market of these subsidiaries;

 

    Calculation of tax effects (income tax and social contribution) on the surplus and deficit resulting from such valuation;

 

    Calculation of the market value of the Company’s net equity (Exhibit I).

 

The details of the foregoing procedures and calculations are set forth in Chapter VIII of this report.

 

The methodology and scope of this report are aimed at evaluating a company in operation, therefore, except for tax costs and credits, any cost related to expenses ordinarily incurred in the realization of assets or payment of liabilities, as well as those related to bankruptcy or liquidation procedures of companies, such as terminations, costs in connection with judicial disputes, retainment of third parties (legal counsels, advisors, etc.) have not been considered in our calculations.

 

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When existing, the total amount of goodwill and negative goodwill registered in the account for investments in controlled companies, the amount prepaid for acquisition of shares concerning the special goodwill reserve and their respective tax credits have been disregarded in the result of this valuation.

 

The ANE methodology exclusively considers the market value of tangible assets and adjusted liabilities at market, excluding, therefore, market values of intangible assets, which are registered in most of the companies in operation, and disregarding the prospective future profitability of the company.

 

Consequently, the object of our analysis was not the identification and valuation of the Company’s intangible assets, which were not accounted for in the accounting statements, or the identification and quantification of liabilities unregistered and undisclosed by the Company’s Management.

 

The Fixed Assets were valuated as follows:

 

1. Development of the analysis

 

  1.1 PLANCONSULT requested from the Company the existing individual records and/or information of asset or engineer control of all its equity assets, for the basis date of September 30, 2005, containing, but not limited to, the following information:

 

    Number of the asset or of its control

 

    Account

 

    Place

 

    Purchase date

 

    Description of the asset

 

    Original purchase values, monetary adjustment and depreciation

 

    Other information

 

The information already available at the accounting and technical files of the Company were used at most in order to preserve the “memory” of the Company.

 

The register of offer prices of equipment was also requested, containing the most recently used prices and the prices effectively paid by the Company, as well as the amounts for installation and manpower of contractors.

 

  1.2 PLANCONSULT carried out, due to the short amount of time available, by a reduced sampling, a physical inspection of the assets under analysis, jointly with the Company.

 

On the places where the inspections were carried out, employees of the Company accompanied the staff of PLANCONSULT. These people were familiar with the assets under inspection and could clarify the doubts regarding the physical inventory of the assets.

 

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  1.3 Based on the accounting file sent by the Company, for the basis date of September 30, 2005, PLANCONSULT processed a summary of the amounts per account.

 

Based on such summary, the accounts with relevant amounts were set forth, due to the representation of the accounting values over the total adjusted value of the company and due to the operational status of the account.

 

2. Items valuated at market value

 

Market Value is considered the value that the asset would obtain in a purchase and sale transaction, within a reasonable term, not being the purchaser and the seller constrained to transact and considering that the parties know their assets in detail.

 

PLANCONSULT bases their valuation of the Fixed Assets on the ABNT RULES. These rules impose the current rules in force applicable to valuation, setting forth guidelines that are basic to the good valuation and basically orientate, according to two methods:

 

    Comparative method

 

The value of the asset is obtained from the comparison of market data regarding other assets of similar characteristics.

 

    Cost method

 

The value of the asset results from a summary or detailed budget or from the composition of the cost of other assets that are equal (manufacturing cost) or equivalent (replacement cost) to the object of the valuation.

 

The valuation of fixed assets, as a rule, is carried out through the method of replacement or exchange cost. In the case under analysis, the replacement or exchange cost may be summarized as the sum total of the purchase price of the fixed assets with all the implications of taxes, transportation costs to the place of use, with the costs of materials for installation, respective labor, including in regard to special or regular finish, engineer, supervision, etc.

 

Information relating to recent purchase of fixed assets (goods and services), resulting from quotations and negotiations with suppliers in the Brazilian market, were obtained from the Company.

 

Researches on the useful lives of each kind of fixed assets, mainly set forth on account of their use and technological obsoleteness, were also carried out, in order to find out the effective depreciation rate to be applied to each asset.

 

The depreciation factor adjusts the market value of the asset. By applying the due depreciation to the price (or cost), the market price is found out.

 

The valuation presented in this work normally fit in the “Precise Valuations” of the RULES of ABNT (Associação Brasileira de Normas Técnicas), except for the accounts and items that present a lower value (please refer to Chapter II – Methodology) and that fit in the “Expeditious Valuations”.

 

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The fixed assets with relevant economic values, belonging to the accounts below related to Assets and Installations in Service (BIS), were valued using the traditional methods (at market value):

 

  a) Switch Equipment

 

    BIS Analog central office switching systems

 

    BIS Analog central office switching systems – GATEWAY

 

    BIS Analog home location register (HLR)

 

    BIS Other switch equipment – Analog

 

    BIS Digital central office switching systems

 

    BIS Digital central office switching systems – GATEWAY

 

    BIS Digital home location register (HLR)

 

    BIS Other switch equipment – Digital

 

  b) Transmission Equipment

 

    BIS ERB (radio base station) – Analog

 

    BIS Microcells – Analog

 

    BIS Minicells – Analog

 

    BIS Repeaters – Analog

 

    BIS Antennas – Analog

 

    BIS Radios – Analog

 

    BIS ERB (radio base station) – digital

 

    BIS Microcells – digital

 

    BIS Minicells – digital

 

    BIS Repeaters – digital

 

    BIS Antennas – digital

 

    BIS Radios – digital

 

    BIS Optical modem – digital

 

    BIS Concentrator – digital

 

  c) Infrastructure

 

    BIS Towers

 

    BIS Posts

 

    BIS Containers

 

    BIS Energy Equipment

 

    BIS Central Air Conditioning Equipment

 

    BIS Batteries

 

    BIS Equipment to fight fire

 

  d) Software use rights

 

    BIS Software – Maintenance of ERBs (radio base stations)

 

    BIS Software – Maintenance of switching

 

3. Items valuated at accounting residual amount

 

Considering the final objective of the works and its low economic value, the assets that belong to the accounts below were valuated at their accounting residual amount:

 

  a) Transmission Equipment

 

    BIS Other Equipment and means of Analog transmission

 

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    BIS Other Equipment and means of digital transmission

 

    BIS Air and underground optical cabo

 

  b) Terminal equipment

 

    BIS Private Equipment – Rent

 

    BIS Private Equipment – Free lease

 

    BIS Private Equipment – Tads

 

  c) Real estate properties

 

    BIS Real estate properties

 

  d) Buildings

 

    BIS Buildings

 

  e) Infrastructure

 

    BIS Elevators

 

    BIS Underground piping

 

    BIS Other supports and protectors

 

    BIS Appurtenances on third parties’ properties

 

  f) Software use rights

 

    BIS Software – Call Center

 

    BIS Software – Billing

 

    BIS Software – Sap

 

    BIS Software – Saf

 

    BIS Software – Human resources

 

    BIS Software – Gir

 

    BIS Software – Others

 

  g) Concession license

 

    BIS Exploitation concession license

 

  h) Other assets

 

    BIS Cptc – Analog/Digital

 

    BIS Pre-paid

 

    BIS Intelligent network

 

    BIS Analog/Digital voice mail

 

    BIS Analog/Digital short message

 

    BIS Other Equipment/platforms

 

    BIS Vehicles fleet

 

    BIS Managerial vehicles

 

    BIS Tools and instruments for repairment/construction

 

    BIS Equipment of telesupervision

 

    BIS Computing Equipment

 

    BIS Equipment of tests and measures

 

    BIS Furniture and other assets of general use

 

    BIS Brands and patents

 

    BIS Other intangible assets

 

  i) Assets and installations in progress (BIA)

 

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VI - PROCEDURES

 

The main procedures adopted in our analysis were the following:

 

1) Uniformity in the companies under consideration

 

The analysis carried out for all Companies complied with the same precepts and methodology.

 

We do not describe the meaning of each Asset and Liability Accounts (Capital Accounts) provided that the Company (and its respective Controlled Companies) has to comply with the Accounts Plan (including the content thereof) determined by the regulatory body of the telecommunications sector – ANATEL.

 

Certain Assets and Liabilities accounts may have their original accounting value set to zero, pursuant to the balance sheets delivered by the Company (and of its respective Controlled Companies).

 

The Market Value arises out of the calculation of the Present Value of each Capital Account, taking into consideration their respective ageing and a discount rate equal to the capital cost of the company (based on the study carried out by Banco Goldman Sachs, retained by the Company to render a valuation based on the Economic Value Method), duly adjusted in order to consider inflation differences between the Brazilian and U.S. currencies.

 

2) Treatment of the Goodwill

 

Based on the opinion of Machado, Meyer, Sendacz e Opice Advogados, as to the interpretation of the Corporation Law (art. 264, caput and paragraph 2 of Law No. 6,404/76) in connection with the treatment of the goodwill, negative goodwill and any reserve for losses in the merger of shares, we have disregarded these items in the calculation of the net equity of the Company at market value.

 

3) Discount rate

 

In relation to the flow discount rate at Present Value of each capital account, we have adopted in this analysis the capital cost equal to 15.9407% p.a., in accordance with EXHIBIT II, considering that all amounts existing in the financial statements furnished by the Company are expressed in Brazilian currency (R$ - Reais).

 

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4) Term

 

Accounts “Payable” were considered as an average term of 15 days.

 

As from such term, we considered the final maturity informed, that is, 30 days from 1 one to 30 days, 60 days from 31 to 60 days, 90 days from 61 to 90. From 90 days on, it was adopted the bad debt provision.

 

5) Current Assets

 

  a) Available Funds

 

Considered as Market Value – They are already at Actual Present Value.

 

  b) Receivables, net

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data provided by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Inventories

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company (the average turnover indexes of handsets inventory was used to determine the ageing).

 

    Zero value for obsolete inventory, calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Advance to Suppliers

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) JSCP (Interest on Own Capital) and Dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Deferred taxes and tax credits

 

f.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

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f.2) ICMS (“value-added tax”) over Services to be Appropriated

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

f.3) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  g) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  h) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value, has been considered.

 

  i) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  j) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

6) Long Term Receivables

 

a) Deferred taxes and tax credits

 

a.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

a.2) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

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    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Derivative transactions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

7) “Permanent Asset”

 

  a) Investments

 

    Equity Accounting: In the cases of equity interests held in controlled companies, the accounting balances, presented in the balance sheet of the companies that are controlled by the Company, were adjusted at market value by using the same criteria adopted by the Company. The value posted as equity interest of the Company in these associated companies was then adjusted, based on the shareholders’ equities of their controlled companies at market value. As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Other sub accounts

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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  b) Fixed Assets

 

In the calculation of the Market Value, it has been considered the following:

 

    Properties and Facilities in Operation – BIS

 

PLANCONSULT, by means of its staff specialized in the valuation of fixed assets of telecommunications companies, carried out a valuation of these assets, at market value, under the Valuation Rules in force and the already presented Chapter V above.

 

    Properties and Facilities in Progress – BIA

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  c) Deferred Assets

 

    Goodwill

 

As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Point of Presence Rights (Fundo de Coméricio)

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

    Other

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

8) Current Liability

 

  a) Personnel, social charges and benefits

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  b) Trade accounts payable

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

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  e) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  f) Interest on own capital and dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  g) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  h) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

9) Long Term Liabilities

 

  a) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

The ageing of each Account and Sub-account furnished by the Company;

 

The Discount rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  c) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  d) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Advance for Future Capital Increase - AFAC

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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10) Minority interest

 

In case of minority interest in the capital stock, the reduction equal to such minority interest (in R$) is required before the calculation of the equity accounting to be considered in the respective Controlling Company.

 

11) Treasury Shares

 

Treasury shares owned by the Company shall not be considered provided that they are related to the Net Equity account.

 

12) Capital Recourses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

13) Tax effect on the carried out adjustments – Capital gain or loss

 

  a) Whereas part of the adjustments made to the shareholders’ equity of the Company would result on a capital gain or loss, deductible for tax purposes, the tax credit (or debt) of income tax and social contribution must be considered as an adjustment factor in the shareholders’ equity of the Company, since, as of the maturity date of the assessed assets and liabilities, the gain (or loss) assessed as a result of the adjusts shall cause a tax credit (or debt).

 

  b) As a result, the tax effect (tax credit or debt) resulting from the adjustments mentioned above was calculated considering:

 

    The average tax rate of income tax and social contribution of the Company, furnished by it.

 

    An amortization term of 10 years.

 

    The Discount rate presented on item 3 above for the calculation of the Present Value.

 

  c) The amount of such tax effect was dully added to (or subtracted from) the Actual Net Equity at Market Value.

 

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VII - CONCLUSION

 

Based on the object, scope, methodology and data furnished by the Company (and its controlled companies), the market value to the Actual Net Equity as of September 30, 2005 is R$ 240,997,096.12.

 

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VIII - PLANCONSULT

 

PLANCONSULT is a leading company in the valuation market of large telecommunications companies.

 

PLANCONSULT has being assisting for over twenty-five years largest groups and companies within the country engaged in several industries.

 

In order to make a difference in the market and to always keep itself as a company with the highest quality in the segment, PLANCONSULT continuously invests in state of the art technology, communication and qualified personnel.

 

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It has a high tech computer and telecommunication network, enabling the quickest and safest performance. PLANCONSULT also works with a mobile network, including own hardware, software and telecommunication, which, if required, constitutes a complete working structure inside client’s offices, speeding up the work pace, optimizing costs and results, in addition to enable a close follow-up by the client on work development.

 

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PLANCONSULT has been carrying out throughout last years hundreds of valuations to several of the largest and most important companies of the country, in addition to present them to governmental institutions such as Banco Nacional de Desenvolvimento Econômico S.A. Participações - BNDESPAR, Ministry of Finance, Internal Revenue Services, Comissão de Valores Mobiliários – CVM (Brazilian Securities Commission), etc.

 

PLANCONSULT has been acting as advisor and consultant in privatization transactions, under Decree No. 91,991, of November 28, 1985 (company’s valuation and stockholding control), including the appraisal of several companies that have already been privatized (Banestado, Banespa, Usiminas, PQU, Açominas, Celpav, Sibra, Banco Meridional, CESP, ELETROPAULO, and the 53 subsidiaries of TELEBRÁS System).

 

It has been further provided services of technical and financial due diligence, particularly to meet the needs of financial organism as for example IDB (Inter-American Development Bank).

 

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PLANCONSULT, in addition to is qualification and know-how, facilities, personnel, and own computer systems (hardware and software) that have already been developed and proved, has the necessary and indispensable experience in the segment of TELECOMMUNICATIONS COMPANIES, stressing the valuation works for publicly-held companies, namely:

 

TELEBRÁS System and CRT Privatization

   

•      TELEACRE - Telecomunicações do Acre S.A.

   

•      TELASA - Telecomunicações de Alagoas S.A.

   

•      TELAMAZON - Telecomunicações do Amazonas S.A.

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•      TELEAMAPÁ - Telecomunicações do Amapá S.A.

 

•      TELEBAHIA - Telecomunicações da Bahia S.A.

 

•      TELEBAHIA Celular S.A.

   

•      TELECEARÁ - Telecomunicações do Ceará S.A.

   

•      TELEBRÁS - Telecomunicações Brasileiras S.A.

   

•      TELEBRASÍLIA - Telecomunicações de Brasília S.A

   

•      TELEST - Telecomunicações do Espírito Santo S.A.

   

•      TELEST Celular S.A.

   

•      TELEGOIÁS - Telecomunicações de Goiás S.A.

   

•      TELMA - Telecomunicações do Maranhão S.A.

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•      TELEMIG - Telecomunicações de Minas Gerais S.A.

 

•      TELEMS - Telecomunicações do Mato Grosso do Sul S.A.

   

•      TELEMAT - Telecomunicações do Mato Grosso S.A.

   

•      TELEPARÁ - Telecomunicações do Pará S.A.

   

•      TELPA - Telecomunicações da Paraíba S.A.

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•      TELPE - Telecomunicações de Pernambuco S.A.

 

•      TELEPISA - Telecomunicações do Piauí S.A.

   

•      TELEPAR - Telecomunicações do Paraná S.A.

   

•      EMBRATEL - Empresa Brasileira de Telecomunicações S.A.

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•      TELERJ - Telecomunicações do Rio de Janeiro S.A.

   

•      TELERJ Celular S.A.

   

•      TELERN - Telecomunicações do Rio Grande do Norte S.A.

   

•      TELERON - Telecomunicações de Rondônia S.A.

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•      TELAIMA - Telecomunicações de Roraima S.A.

 

•      CRT – Companhia Riograndense de Telecomunicações

 

•      CTMR - Companhia Telefônica Melhoramento e Resistência

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•      CRT Celular S.A.

 

•      TELESC - Telecomunicações de Santa Catarina S.A.

   

•      TELERGIPE - Telecomunicações de Sergipe S.A.

   

•      CPqD - Centro de Pesquisa e Desenvolvimento - TELEBRÁS

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•      CTBC - Companhia Telefônica da Borda do Campo

 

•      TELESP - Telecomunicações de São Paulo S.A.

 

•      TELESP Celular S.A.

 

 

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Telefónica

   

•      CETERP - Centrais Telefônicas de Ribeirão Preto S.A.

   

•      CRT Celular S.A.

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•      CTBC - Companhia Telefônica da Borda do Campo

 

•      TELEBAHIA Celular S.A.

 

•      TELERGIPE Celular S.A.

   

•      TELERJ Celular S.A.

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•      TELESP - Telecomunicações de São Paulo S.A.

 

•      TELEST Celular S.A.

   

Tele Centro Sul Participações S/A – TCS (atual BRASIL TELECOM)

   

•      Companhia Telefônica Melhoramento e Resistência – CTMR

   

•      CRT – Companhia Riograndense de Telecomunicações

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•      Telecomunicações de Brasília S.A. - TELEBRASÍLIA

 

•      Telecomunicações de Goiás S.A. - TELEGOIÁS

 

•      Telecomunicações de Mato Grosso do Sul S.A. - TELEMS

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. - TELEACRE

   

•      Telecomunicações do Paraná S.A. – TELEPAR

   

Telesp Celular

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•      CETERP Celular S.A.

 

•      GLOBAL TELECOM S.A.

   

•      TELESP Celular S.A

   

TIM

   

•      Maxitel S.A.

   

•      TIM Nordeste Telecomunicações S.A

   

VÉSPER

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•      VÉSPER S.A.

 

•      VÉSPER SÃO PAULO S.A

   

 

PLANCONSULT has also carried out valuations for several publicly-held companies engaged in other segments of the Brazilian economy, which not only have been approved by the companies themselves but also by regulatory bodies, including CVM.

 

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IX - DISCLAIMER

 

  1) This Valuation Report on the Actual Net Equity at Market Value was prepared by PLANCONSULT Planejamento e Consultoria Ltda. (“PLANCONSULT”), aiming at the process of exchange of shares and mergers of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares set forth in the article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457, of May 5, 1997.

 

  2) This Valuation Report on Actual Net Equity has been prepared by PLANCONSULT based on the information furnished by the Company’s management, as well as other publicly available information, including the financial statements of the Company audited and reviewed by DELOITTE TOUCHE TOHMATSU. PLANCONSULT has taken all care and acted with high diligence standards in order to demand that the information provided by the Company be true and consistent with those audited or reviewed. However, there is no assurance that such information is true and complete.

 

  3) PLANCONSULT did not conduct any legal, accounting or any other due diligence or carried out any independent investigation on the information made available in order to prepare this Valuation Report. Therefore, this report did not consider the impacts of any audit or investigation. PLANCONSULT assumes no responsibility for the truthfulness, accuracy or extension of the information obtained.

 

  4) PLANCONSULT has not analyzed the legal validity and effectiveness of the processed information tanking into account that such analysis is beyond its professional scope. The validity and enforceability of liens or encumbrances on the Company’s assets have not as well been analyzed. However, the amounts relating to such liens or encumbrances have been considered in our report.

 

  5) Therefore, PLANCONSULT does not assume any responsibility on the legal, engineering or financial matter beyond those implicit in the exercise of its specific functions at issue, which are specifically set forth in the applicable legislation, codes and regulations.

 

  6) The Company’s managers did not in any way directed, made difficult or took any action which might hinder the access, use or knowledge of any information relevant for the quality of the work, and stated that all documents and/or other information existing to enable the accomplishment of the work and quality of the respective conclusions were made available to PLANCONSULT.

 

  7) PLANCONSULT represents that the number of shares of the company at issue, which PLANCONSULT itself, its controlling persons and other persons bound to them are holders, or which are under their discretionary management, is zero.

 

  8)

PLANCONSULT states the non existence of any conflict or communion of interest, effective or potential, with the controlling person of the company, or minority shareholders of the company, or in relation to any other involved company, its

 

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respective partners, or in connection with the operation itself of exchange of shares

and mergers of associated companies.

 

  9) There is no assurance that any of the premises, estimates, projections, partial or total results or conclusions used or showed in this Valuation Report will be effectively accomplished or determined, in whole or in part. The final results may be different from the projections, and those differences may be relevant and further be impacted by market conditions, among others. Therefore, there is no guarantee on the part of PLANCONSULT as to the accomplishment or not of the projections herein, specifically which occurrence depends on future and uncertain events.

 

  10) The fixed assets of the company have been appraised by PLANCONSULT.

 

  11) The Valuation Report did not consider any future benefit that a potential success of the operation of exchange of shares and mergers of companies may eventually bring to themselves.

 

  12) The information included herein reflects the financial and accounting conditions of the company on 09/30/2005. Any amendment to these conditions may change the result showed herein.

 

  13) This Valuation Report must be used exclusively within the scope of the operation of exchange of shares and mergers of companies, duly informed to the market by applicable means.

 

  14) Analysis reports on other companies and sectors prepared by PLANCONSULT and/or its affiliates may address market premises in a way different from this Valuation Report.

 

  15) This Valuation Report may not be reproduced or published, in whole or in part, without the prior consent of PLANCONSULT.

 

  16) The basis date of this Valuation Report is 09/30/2005.

 

São Paulo, December 2, 2005.

 

PLANCONSULT Planejamento e Consultoria Ltda.

CORECON: RE/2849 - SP

CRA: E-1256 - SP

CREA: 21.973 - SP

 

Edgar Victor Salem


 

Ubyrajara Pitta


 

Edward Dias Moreno


CRA: 12.500 – SP

  CORECON: 4.907 - SP   CRC: 1SP064073/O-0

CREA: 46.152 - SP

       

 

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X - EXHIBITS

 

EXHIBIT I – Balance sheets

EXHIBIT II – Discount rate

 

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EXHIBIT I

 

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     Tele Leste Celular
Participações S.A. REAL


ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   105,851.38

Net accounts receivable

    

Inventories

    

Advances to suppliers

    

Interests on own capital and dividends

   2,889,853.43

Deferred tax and tax credits

   503,762.53

Tax credits

   503,762.53

Anticipated income tax and social contribution

   137,678.91

Withheld income tax

   6,083.62

ICMS credit

    

Pis, Cofins and other credits

   360,000.00

ICMS over services to be appropriated

    

Deferred social contribution and income tax

    

11221151    Deferred income tax – tax losses

    

11221152    Deferred income tax – contingencies

    

11221153    Deferred income tax – provision for losses in inventory

    

11221154    Deferred income tax – over bad debt provision

    

11221155    Deferred income tax – over amortization of unrealized goodwill

    

11221156    Deferred income tax – over suppliers

    

11221157    Deferred income tax – over loyalty programs

    

11221159    Deferred income tax – other temporary differences

    

11221161    Deferred social contribution – negative basis

    

11221162    Deferred social contribution – contingencies

    

11221163    Deferred social contribution – provision for losses in inventory

    

11221164    Deferred social contribution – over bad debt provision

    

11221165    Deferred social contribution – over amortization of unrealized goodwill

    

11221166    Deferred social contribution – over suppliers

    

11221167    Deferred social contribution – over loyalty programs

    

11221169    Deferred social contribution – other temporary differences

    

14311111    Goodwill over investment – restructuring

    

14391111    Accumulated amortization – Goodwill – restructuring

    

21191914    Provision of goodwill with investment

    

22191914    Provision of goodwill with investment

    

Loans and financings

    

Derivative transactions

    

Anticipated expenses

    

Other current assets

   209,766.29

Total current assets

   3,709,233.63

NON-CURRENT ASSETS:

    

Deferred tax and tax credits

   10,236,916.62

Tax credits

   10,025,517.95

Anticipated income tax and social contribution

   10,025,517.95

ICMS credit

    

Pis, Cofins and other credits

    

Deferred social contribution and income tax

   211,398.67

12121151    Deferred income tax – tax losses

   164,997.26

12121152    Deferred income tax – contingencies

    

12121153    Deferred income tax – provision for losses in inventory

    

12121154    Deferred income tax – over bad debt provision

    

12121155    Deferred income tax – over amortization of unrealized goodwill

    

12121159    Deferred income tax – other temporary differences

    

12121161    Deferred social contribution – negative basis

   46,401.41

12121162    Deferred social contribution – contingencies

    

12121163    Deferred social contribution – provision for losses in inventory

    

12121164    Deferred social contribution – over bad debt provision

    

 

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12121165    Deferred social contribution – over amortization of unrealized goodwill

    

12121169    Deferred social contribution – other temporary differences

    

14311113    Goodwill over investment – long term

    

Loans and financings

   —  

Derivative transactions

   —  

Anticipated expenses

   —  

Other non-current assets

   —  

Total non-current assets

   10,236,916.62

PERMANENT ASSETS:

    

Investments

   235,841,315.04

Property, plant and equipment

    

Deferred assets

    

Total permanent assets

   235,841,315.04

Total assets

   249,787,465.30

 

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LIABILITIES       

CURRENT LIABILITIES:

      

Personnel, charges and social benefits

   102,481.81  

Suppliers and accounts payable

   448,608.54  

Taxes, charges and contributions

   194,960.30  

Loans and financings

   232,136.64  

Derivative transactions

   25,893.57  

Interests on shareholders’ equity and dividends

   443,387.60  

Provision for contingencies

      

Other current liabilities

   1,488,064.81  

Total current liabilities

   2,935,533.27  

NON-CURRENT LIABILITIES:

      

Taxes, charges and contributions

      

Loans and financings

   385,000.90  

Derivative transactions

      

Provision for contingencies

      

Advance payment for future capital increase

      

Other current liabilities

      

Total non-current liabilities

   385,000.90  

MINORITY SHAREHOLDERS

      

SHAREHOLDERS’ EQUITY

      

Capital stock

      

Shares in treasury

      

Capital reserves

      

Profits reserves

      

Revaluation reserves

      

Accumulated profits

      

Net income of the period

      

Result in the conversion of Balance Sheet

      

Total shareholders’ equity

   246,466,931.13  

Shareholders’ equity less Goodwill Reserve

   195,643,361.69  

FUNDS SUBJECT TO CAPITALIZATION

      

Total liabilities

   249,787,465.30  
     195,643,361.69  

Tax credit

   (5,469,835.01 )
     246,466,931.13  

Real shareholders’ equity - adjusted shareholders equity

   (50,823,569.44 )

Income tax and social contribution rates (36.868%)

   (6,341,764.99 )

Tax credit

   (5,469,835.01 )

Final real shareholders’ equity with tax effect

   240,997,096.12  

 

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EXHIBIT II

 

Parameters


   Value

   

Comments


FCF terminal growth rate

   4.00 %   EBITDA growth without license 2014 / risk free

Tax Rate (Tc)

   34 %    

Debt/equity ratio (D/E)

   45.0 %   Calculated from market values

Equity/value ratio (E/V)

   69.0 %   Calculated from the debt/equity ratio

Debt/value ratio (D/V)

   31.0 %   [1 – (equity/value) ratio]

Equity beta

   1.01     The adjusted Bloomberg beta of the industry was used

Debt beta

   0.35     WACC

Asset beta

   0.81     {(1-Tc)D / [(1-Tc)D + E]}*Bdebt + {E / [(1-Tc) D + E]}*Bequity

Equity return (Re)

   15.1 %   WACC

Debt return (Rd)

   8.0 %   Average cost of debt USD

Asset return

   12.9 %   WACC

Risk-free rate

   4.25 %   Federal Reserve (T-bond 10 yrs yield)

Market premium (rM-rF)

   10.7 %   Brazil market premium (Damodaran)

WACC

   12.02 %   [(1-Tc)*(Rd*D/V) + (Re*E/V)]

U.S. inflation

   2 %    

Brazilian inflation

   5.57 %    

 

Used Discount rate 15.9407%

 

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PLANCONSULT REPORT REGARDING CRTPART


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CELULAR CRT PARTICIPAÇÕES S.A.

 

ACTUAL NET EQUITY AT MARKET VALUE

VALUATION REPORT

 

EXECUTIVE SUMMARY

 

December/2005

 

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TABLE OF CONTENTS

 

I -

   OBJECT    2

II -

   PRESENTATION OF THE COMPANY    3

III -

   INFORMATION BASIS    4

IV -

   SUBSEQUENT EVENTS    5

V -

   SCOPE    6

VI -

   PROCEDURES    11

1)

   Uniformity in the companies under consideration    11

2)

   Treatment of the Goodwill    11

3)

   Discount Rate    11

4)

   Term    12

5)

   Current Assets    12

6)

   Long Term Receivables    13

7)

   “Permanent Asset”    14

8)

   Current Liability    15

9)

   Long Term Liabilities    16

10)

   Minority interest    17

11)

   Treasury Shares    17

12)

   Capital Recourses    17

13)

   Tax effect on the carried out adjustments – Capital gain or loss    17

VII -

   CONCLUSION    18

VIII -

   PLANCONSULT    19

IX -

   DISCLAIMER    22

X -

   EXHIBITS    24

 

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I - OBJECT

 

PLANCONSULT Planejamento e Consultoria Ltda. was retained by CELULAR CRT PARTICIPAÇÕES S.A. (“CRT”) to render the Valuation Report on the Actual Net Equity at Market Value of the Company, on the basis date of September 30, 2005. This paper refers to the corporate restructuring process, whose object is the process of exchange of shares and merger of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares, under the provisions of article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457 of May 5, 1997.

 

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II - PRESENTATION OF THE COMPANY

 

1) THE COMPANY

 

Celular CRT Participações S.A. is the Holding Company that controls 100% of Celular CRT S.A., operator authorized for the rendering of Personal Mobile Services in the State of Rio Grande do Sul

 

The Company was incorporated pursuant to the laws of the Federative Republic of Brazil under the name of Celular CRT Participações S.A., known as “CRT”. It as a corporation that operates in accordance with the Brazilian corporate. Its head office is located at Rua José Bonifácio, 245, 90040-130, Porto Alegre-RS.

 

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III - INFORMATION BASIS

 

The accounting information, showed in the interim balance sheet of the Company reviewed by independent auditors on the basis date of September 30, 2005, has been used as a starting point.

 

The report is based on interviews with the Company’s management and on managerial data, additional information, written or oral, furnished by the Company, ageing schedule of receivables and suppliers, loan transactions controls, and debt hedging, among others.

 

This report does not constitute an audit report on accounting statements used or on any other information included herein and, therefore, it shall not be interpreted as such.

 

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IV - SUBSEQUENT EVENTS

 

This valuation does not reflect events occurred after issuance of this report, as well as any relevant fact occurring between the valuation basis date and the date on which this document was issued that has not been informed to PLANCONSULT.

 

As of the date of this report, PLANCONSULT is not aware of any event that may substantially change the result of this valuation.

 

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V - SCOPE

 

The methodology has been applied to calculate the market value of the Actual Net Equity (ANE) of the Company, and mainly considered the assets and liabilities registered in the accounting information reviewed by the Company’s independent auditors, under the rules of IBRACON applicable to the statements on the basis date of September 30, 2005, and further, the interim balance sheets furnished by the Company’s subsidiaries.

 

This methodology is applicable to determine the market value of assets and liabilities of a certain company. Its application considers as starting point the accounting values of assets and liabilities and makes adjustments to several of these items in order to reflect their respective probable realization values.

 

For that purpose, the following procedures have been carried out:

 

    Reading and analysis of interim balance sheets furnished by the Company and its controlled companies;

 

    Analysis of assets and liabilities accounts registered in the Company’s and its controlled companies’ balance sheets, aiming at identifying items that might be adjusted, as well as the calculation of their probable market value;

 

    Adjustments of accounting statements to their market value based on the result of our analysis;

 

    Adjustments of property, plant and equipment by their respective market value, based on the analysis carried out by the technical staff of PLANCONSULT with experience in evaluating fixed assets of telecommunications companies;

 

    Calculation of investments values of the Company and its subsidiaries by the equity method of accounting, based on the net equity at market of these subsidiaries;

 

    Calculation of tax effects (income tax and social contribution) on the surplus and deficit resulting from such valuation;

 

    Calculation of the market value of the Company’s net equity (Exhibit I).

 

The details of the foregoing procedures and calculations are set forth in Chapter VIII of this report.

 

The methodology and scope of this report are aimed at evaluating a company in operation, therefore, except for tax costs and credits, any cost related to expenses ordinarily incurred in the realization of assets or payment of liabilities, as well as those related to bankruptcy or liquidation procedures of companies, such as terminations, costs in connection with judicial disputes, retainment of third parties (legal counsels, advisors, etc.) have not been considered in our calculations.

 

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When existing, the total amount of goodwill and negative goodwill registered in the account for investments in controlled companies, the amount prepaid for acquisition of shares concerning the special goodwill reserve and their respective tax credits have been disregarded in the result of this valuation.

 

The ANE methodology exclusively considers the market value of tangible assets and adjusted liabilities at market, excluding, therefore, market values of intangible assets, which are registered in most of the companies in operation, and disregarding the prospective future profitability of the company.

 

Consequently, the object of our analysis was not the identification and valuation of the Company’s intangible assets, which were not accounted for in the accounting statements, or the identification and quantification of liabilities unregistered and undisclosed by the Company’s Management.

 

The Fixed Assets were valuated as follows:

 

1. Development of the analysis

 

  1.1 PLANCONSULT requested from to the Company the existing individual records and/or information of asset or engineer control of all its equity assets, for the basis date of September 30, 2005, containing, but not limited to, the following information:

 

    Number of the asset or of its control

 

    Account

 

    Place

 

    Purchase date

 

    Description of the asset

 

    Original purchase values, monetary adjustment and depreciation

 

    Other information

 

The information already available at the accounting and technical files of the Company were used at most in order to preserve the “memory” of the Company.

 

The register of offer prices of equipment was also requested, containing the most recently used prices and the prices effectively paid by the Company, as well as the amounts for installation and manpower of contractors.

 

  1.2 PLANCONSULT carried out, due to the short amount of time available, by a reduced sampling, a physical inspection of the assets under analysis, jointly with the Company.

 

On the places where the inspections were carried out, employees of the Company accompanied the staff of PLANCONSULT. These people were familiar with the assets under inspection and could clarify the doubts regarding the physical inventory of the assets.

 

  1.3 Based on the accounting file sent by the Company, for the basis date of September 30, 2005, PLANCONSULT processed a summary of the amounts per account.

 

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Based on such summary, the accounts with relevant amounts were set forth, due to the representation of the accounting values over the total adjusted value of the company and due to the operational status of the account.

 

2. Items valuated at market value

 

Market Value is considered the value that the asset would obtain in a purchase and sale transaction, within a reasonable term, not being the purchaser and the seller constrained to transact, and considering that the parties know their assets in detail.

 

PLANCONSULT bases their valuation of the Fixed Assets on the ABNT RULES. These rules impose the current rules applicable to valuation, setting forth guidelines that are basic to the good valuation and basically orientate, according to two methods:

 

    Comparative method

 

The value of the asset is obtained from the comparison of market data regarding other assets of similar characteristics.

 

    Cost method

 

The value of the asset results from a summary or detailed budget or from the composition of the cost of other assets that are equal (manufacturing cost) or equivalent (replacement cost) to the object of the valuation.

 

The valuation of fixed assets, as a rule, is carried out through the method of replacement or substitution cost. In the case under analysis, the replacement or substitution cost may be summarized as the sum total of the purchase price of the fixed assets with all the implications of taxes, transportation costs to the place of use, with the costs of materials for installation, respective labor, including in regard to special or regular finish, engineering, supervision, etc.

 

Information relating to recent purchase of fixed assets (goods and services), resulting from quotations and negotiations with suppliers in the Brazilian market, were obtained from the Company.

 

Researches on the useful lives of each kind of fixed assets, mainly set forth on account of their use and technological obsoleteness, were also carried out, in order to find out the effective depreciation rate to be applied to each asset.

 

The depreciation factor adjusts the market value of the asset. By applying the due depreciation to the price (or cost), the market price is found out.

 

The valuation presented in this work normally fit in the “Precise Valuations” of the RULES of ABNT (Associação Brasileira de Normas Técnicas), except for the accounts and items that present a lower value (please refer to Chapter II – Methodology) and that fit in the “Expeditious Valuations”.

 

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The fixed assets with relevant economic values, belonging to the accounts below related to Assets and Installations in Service (BIS), were valued using the traditional methods (at market value):

 

  a) Switch Equipment

 

    BIS Analog central office switching systems

 

    BIS Analog central office switching systems – GATEWAY

 

    BIS Analog home location register (HLR)

 

    BIS Other switch equipment – Analog

 

    BIS Digital central office switching systems

 

    BIS Digital central office switching systems – GATEWAY

 

    BIS Digital home location register (HLR)

 

    BIS Other switch equipment – Digital

 

  b) Transmission Equipment

 

    BIS ERB (radio base station) – Analog

 

    BIS Microcells – Analog

 

    BIS Minicells – Analog

 

    BIS Repeaters – Analog

 

    BIS Antennas – Analog

 

    BIS Radios – Analog

 

    BIS ERB (radio base station) – digital

 

    BIS Microcells – digital

 

    BIS Minicells – digital

 

    BIS Repeaters – digital

 

    BIS Antennas – digital

 

    BIS Radios – digital

 

    BIS Optical modem – digital

 

    BIS Concentrator – digital

 

  c) Infrastructure

 

    BIS Towers

 

    BIS Posts

 

    BIS Containers

 

    BIS Energy Equipment

 

    BIS Central Air Conditioning Equipment

 

    BIS Batteries

 

    BIS Equipment to fight fire

 

  d) Software use rights

 

    BIS Software – Maintenance of ERBs (radio base stations)

 

    BIS Software – Maintenance of switching

 

3. Items valuated at accounting residual amount

 

Considering the final objective of the works and its low economic value, the assets that belong to the accounts below were valuated at their accounting residual amount:

 

  a) Transmission Equipment

 

    BIS Other Equipment and means of Analog transmission

 

    BIS Other Equipment and means of digital transmission

 

    BIS Air and underground optical cabo

 

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  b) Terminal equipment

 

    BIS Private Equipment – Rent

 

    BIS Private Equipment – Free lease

 

    BIS Private Equipment – Tads

 

  c) Real estate properties

 

    BIS Real estate properties

 

  d) Buildings

 

    BIS Buildings

 

  e) Infrastructure

 

    BIS Elevators

 

    BIS Underground piping

 

    BIS Other supports and protectors

 

    BIS Appurtenances on third parties’ properties

 

  f) Software use rights

 

    BIS Software – Call Center

 

    BIS Software – Billing

 

    BIS Software – Sap

 

    BIS Software – Saf

 

    BIS Software – Human resources

 

    BIS Software – Gir

 

    BIS Software – Others

 

  g) Concession license

 

    BIS Exploitation concession license

 

  h) Other assets

 

    BIS Cptc – Analog/Digital

 

    BIS Pre-paid

 

    BIS Intelligent network

 

    BIS Analog/Digital voice mail

 

    BIS Analog/Digital short message

 

    BIS Other Equipment/platforms

 

    BIS Vehicles fleet

 

    BIS Managerial vehicles

 

    BIS Tools and instruments for repairment/construction

 

    BIS Equipment of telesupervision

 

    BIS Computing Equipment

 

    BIS Equipment of tests and measures

 

    BIS Furniture and other assets of general use

 

    BIS Brands and patents

 

    BIS Other intangible assets

 

  i) Assets and installations in progress (BIA)

 

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VI - PROCEDURES

 

The main procedures adopted in our analysis were the following:

 

1) Uniformity in the companies under consideration

 

The analysis carried out for all Companies complied with the same precepts and methodology.

 

We do not describe the meaning of each Asset and Liability Accounts (Capital Accounts) provided that the Company (and its respective Controlled Companies) has to comply with the Accounts Plan (including the content thereof) determined by the regulatory body of the telecommunications sector – ANATEL.

 

Certain Assets and Liabilities accounts may have their original accounting value set to zero, pursuant to the balance sheets delivered by the Company (and of its respective Controlled Companies).

 

The Market Value arises out of the calculation of the Present Value of each Capital Account, taking into consideration their respective ageing and a Discount Rate equal to the capital cost of the company (based on the study carried out by Banco Goldman Sachs, retained by the Company to render a valuation based on the Economic Value Method), duly adjusted in order to consider inflation differences between the Brazilian and U.S. currencies.

 

2) Treatment of the Goodwill

 

Based on the opinion of Machado, Meyer, Sendacz e Opice Advogados, as to the interpretation of the Corporation Law (art. 264, caput and paragraph 2 of Law No. 6,404/76) in connection with the treatment of the goodwill, negative goodwill and any reserve for losses in the merger of shares, we have disregarded these items in the calculation of the net equity of the Company at market value.

 

3) Discount Rate

 

In relation to the flow Discount Rate at Present Value of each capital account, we have adopted in this analysis the capital cost equal to 15.9407% p.a., in accordance with EXHIBIT II, considering that all amounts existing in the financial statements furnished by the Company are expressed in Brazilian currency (R$ - Reais).

 

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4) Term

 

Accounts “Payable” were considered as an average term of 15 days.

 

As from such term, we considered the final maturity informed, that is, 30 days from 1 one to 30 days, 60 days from 31 to 60 days, 90 days from 61 to 90. From 90 days on, it was adopted the bad debt provision.

 

5) Current Assets

 

  a) Available Funds

 

Considered as Market Value – They are already at Actual Present Value.

 

  b) Receivables, net

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data provided by the Company.

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Inventories

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company (the average turnover indexes of handsets inventory was used to determine the ageing).

 

    Zero value for obsolete inventory, calculated by means of statistic data furnished by the Company.

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Advance to Suppliers

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) JSCP (Interest on Own Capital) and Dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Deferred taxes and tax credits

 

f.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

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f.2) ICMS (“value-added tax”) over Services to be Appropriated

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

f.3) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  g) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  h) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value, has been considered.

 

  i) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  j) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

6) Long Term Receivables

 

  a) Deferred taxes and tax credits

 

a.1) Tax credits

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

a.2) Social Contribution and Deferred Income Tax

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

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    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    Reduction Factors resulting from amounts which will not be effectively received calculated by means of statistic data furnished by the Company.

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Derivative transactions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Prepaid expenses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Other assets

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

7) “Permanent Asset”

 

  a) Investments

 

    Equity Accounting: In the cases of equity interests held in controlled companies, the accounting balances, presented in the balance sheet of the companies that are controlled by the Company, were adjusted at market value by using the same criteria adopted by the Company. The value posted as equity interest of the Company in these associated companies was then adjusted, based on the shareholders’ equities of their controlled companies at market value. As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill possibly registered in the investment account held by the companies, was not considered.

 

    Other sub accounts

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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  b) Fixed Assets

 

In the calculation of the Market Value, it has been considered the following:

 

    Properties and Facilities in Operation – BIS

 

PLANCONSULT, by means of its staff specialized in the valuation of fixed assets of telecommunications companies, carried out a valuation of these assets, at market value, under the Valuation Rules in force and the already presented Chapter V above.

 

    Properties and Facilities in Progress – BIA

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  c) Deferred Assets

 

    Goodwill

 

As previously mentioned, for the purposes of the exchange ratio, the total net amount of goodwill and negative goodwill registered in the investment account held by the companies, was not considered.

 

    Point of Presence Rights (Fundo de Comércio)

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

    Other

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

8) Current Liability

 

  a) Personnel, social charges and benefits

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  b) Trade accounts payable

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  c) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  d) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

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  e) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  f) Interest on own capital and dividends

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  g) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  h) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

9) Long Term Liabilities

 

  a) Taxes, rates and contributions

 

In the calculation of the Market Value, it has been considered the following:

 

    The ageing of each Account and Sub-account furnished by the Company;

 

    The Discount Rate explained in item 3 above, to calculate the Present Value of Accounts and Sub-accounts.

 

  b) Loans and financing

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  c) Derivative transactions

 

In the calculation of the Market Value, the accrual furnished by the Company, which is already at Actual Present Value (MTM), has been considered.

 

  d) Provision for contingencies

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  e) Advance for Future Capital Increase - AFAC

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

  f) Other liabilities

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

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10) Minority interest

 

In case of minority interest in the capital stock, the reduction equal to such minority interest (in R$) is required before the calculation of the equity accounting to be considered in the respective Controlling Company.

 

11) Treasury Shares

 

Treasury shares owned by the Company shall not be considered provided that they are related to the Net Equity account.

 

12) Capital Recourses

 

The accounting values already represent the Market Value – They are already at Actual Present Value.

 

13) Tax effect on the carried out adjustments – Capital gain or loss

 

  a) Whereas part of the adjustments made to the shareholders’ equity of the Company would result on a capital gain or loss, deductible for tax purposes, the tax credit (or debt) of income tax and social contribution must be considered as an adjustment factor in the shareholders’ equity of the Company, since, as of the maturity date of the assessed assets and liabilities, the gain (or loss) assessed as a result of the adjusts shall cause a tax credit (or debt).

 

  b) As a result, the tax effect (tax credit or debt) resulting from the adjustments mentioned above was calculated considering:

 

    The average tax rate of income tax and social contribution of the Company, furnished by it.

 

    An amortization term of 10 years.

 

    The Discount Rate presented on item 3 above for the calculation of the Present Value.

 

  c) The amount of such tax effect was dully added to (or subtracted from) the Actual Net Equity at Market Value.

 

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VII - CONCLUSION

 

Based on the object, scope, methodology and data furnished by the Company (and its controlled companies), the market value to the Actual Net Equity as of September 30, 2005 is R$ 1,125,472,314.35.

 

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VIII - PLANCONSULT

 

PLANCONSULT is a leading company in the valuation market of large telecommunications companies.

 

PLANCONSULT has being assisting for over twenty-five years largest groups and companies within the country engaged in several industries.

 

In order to make a difference in the market and to always keep itself as a company with the highest quality in the segment, PLANCONSULT continuously invests in state of the art technology, communication and qualified personnel.

 

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It has a high tech computer and telecommunication network, enabling the quickest and safest performance. PLANCONSULT also works with a mobile network, including own hardware, software and telecommunication, which, if required, constitutes a complete working structure inside client’s offices, speeding up the work pace, optimizing costs and results, in addition to enable a close follow-up by the client on work development.

 

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PLANCONSULT has been carrying out throughout last years hundreds of valuations to several of the largest and most important companies of the country, in addition to present them to governmental institutions such as Banco Nacional de Desenvolvimento Econômico S.A. Participações - BNDESPAR, Ministry of Finance, Internal Revenue Services, Comissão de Valores Mobiliários – CVM (Brazilian Securities Commission), etc.

 

PLANCONSULT has been acting as advisor and consultant in privatization transactions, under Decree No. 91,991, of November 28, 1985 (company’s valuation and stockholding control), including the appraisal of several companies that have already been privatized (Banestado, Banespa, Usiminas, PQU, Açominas, Celpav, Sibra, Banco Meridional, CESP, ELETROPAULO, and the 53 subsidiaries of TELEBRÁS System).

 

It has been further provided services of technical and financial due diligence, particularly to meet the needs of financial organism as for example IDB (Inter-American Development Bank).

 

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PLANCONSULT, in addition to is qualification and know-how, facilities, personnel, and own computer systems (hardware and software) that have already been developed and proved, has the necessary and indispensable experience in the segment of TELECOMMUNICATIONS COMPANIES, stressing the valuation works for publicly-held companies, namely:

 

TELEBRÁS System and CRT Privatization     

•      TELEACRE - Telecomunicações do Acre S.A.

    

•      TELASA - Telecomunicações de Alagoas S.A.

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•      TELAMAZON - Telecomunicações do Amazonas S.A.

    

•      TELEAMAPÁ - Telecomunicações do Amapá S.A.

    

•      TELEBAHIA - Telecomunicações da Bahia S.A.

    

•      TELEBAHIA Celular S.A.

    

•      TELECEARÁ - Telecomunicações do Ceará S.A.

    

•      TELEBRÁS - Telecomunicações Brasileiras S.A.

    

•      TELEBRASÍLIA - Telecomunicações de Brasília S.A

    

•      TELEST - Telecomunicações do Espírito Santo S.A.

    

•      TELEST Celular S.A.

    

•      TELEGOIÁS - Telecomunicações de Goiás S.A.

    

•      TELMA - Telecomunicações do Maranhão S.A.

   LOGO

•      TELEMIG - Telecomunicações de Minas Gerais S.A.

    

•      TELEMS - Telecomunicações do Mato Grosso do Sul S.A.

    

•      TELEMAT - Telecomunicações do Mato Grosso S.A.

    

•      TELEPARÁ - Telecomunicações do Pará S.A.

   LOGO

•      TELPA - Telecomunicações da Paraíba S.A.

    

•      TELPE - Telecomunicações de Pernambuco S.A.

    

•      TELEPISA - Telecomunicações do Piauí S.A.

    

•      TELEPAR - Telecomunicações do Paraná S.A.

   LOGO

•      EMBRATEL - Empresa Brasileira de Telecomunicações S.A.

    

•      TELERJ - Telecomunicações do Rio de Janeiro S.A.

    

•      TELERJ Celular S.A.

    

•      TELERN - Telecomunicações do Rio Grande do Norte S.A.

    

•      TELERON - Telecomunicações de Rondônia S.A.

   LOGO

•      TELAIMA - Telecomunicações de Roraima S.A.

    

•      CRT - Companhia Riograndense de Telecomunicações

    

•      CTMR - Companhia Telefônica Melhoramento e Resistência

   LOGO

•      CRT Celular S.A.

    

•      TELESC - Telecomunicações de Santa Catarina S.A.

    

•      TELERGIPE - Telecomunicações de Sergipe S.A.

    

•      CPqD - Centro de Pesquisa e Desenvolvimento - TELEBRÁS

   LOGO

•      CTBC - Companhia Telefônica da Borda do Campo

    

•      TELESP - Telecomunicações de São Paulo S.A.

    

•      TELESP Celular S.A.

    

 

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LOGO

 

Telefónica    

•      CETERP - Centrais Telefônicas de Ribeirão Preto S.A.

   

•      CRT Celular S.A.

  LOGO

•      CTBC - Companhia Telefônica da Borda do Campo

   

•      TELEBAHIA Celular S.A.

   

•      TELERGIPE Celular S.A.

  LOGO

•      TELERJ Celular S.A.

   

•      TELESP - Telecomunicações de São Paulo S.A.

   

•      TELEST Celular S.A.

   
Tele Centro Sul Participações S/A – TCS (atual BRASIL TELECOM)    

•      Companhia Telefônica Melhoramento e Resistência – CTMR

  LOGO

•      CRT – Companhia Riograndense de Telecomunicações

   

•      Telecomunicações de Brasília S.A. – TELEBRASÍLIA

   

•      Telecomunicações de Goiás S.A. – TELEGOIÁS

   

•      Telecomunicações de Mato Grosso do Sul S.A. – TELEMS

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. – TELEACRE

   

•      Telecomunicações de Mato Grosso S.A. – TELEMAT

   

•      Telecomunicações de Rondônia S.A – TELERON

   

•      Telecomunicações de Santa Catarina S.A. – TELESC

   

•      Telecomunicações do Acre S.A. – TELEACRE

   

•      Telecomunicações do Paraná S.A. – TELEPAR

   
Telesp Celular   LOGO

•      CETERP Celular S.A.

   

•      GLOBAL TELECOM S.A.

   

•      TELESP Celular S.A

   
TIM    

•      Maxitel S.A.

   

•      TIM Nordeste Telecomunicações S.A

   
VÉSPER   LOGO

•      VÉSPER S.A.

   

•      VÉSPER SÃO PAULO S.A

   

 

PLANCONSULT has also carried out valuations for several publicly-held companies engaged in other segments of the Brazilian economy, which not only have been approved by the companies themselves but also by regulatory bodies, including CVM.

 

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IX - DISCLAIMER

 

  1) This Valuation Report on the Actual Net Equity at Market Value was prepared by PLANCONSULT Planejamento e Consultoria Ltda. (“PLANCONSULT”), aiming at the process of exchange of shares and mergers of associated companies, according to the provisions applicable to the calculation of the exchange ratios of shares set forth in the article 264 of Law No. 6,404 of December 15, 1976, as amended by Law No. 9,457, of May 5, 1997.

 

  2) This Valuation Report on Actual Net Equity has been prepared by PLANCONSULT based on the information furnished by the Company’s management, as well as other publicly available information, including the financial statements of the Company audited and reviewed by DELOITTE TOUCHE TOHMATSU. PLANCONSULT has taken all care and acted with high diligence standards in order to demand that the information provided by the Company be true and consistent with those audited or reviewed. However, there is no assurance that such information is true and complete.

 

  3) PLANCONSULT did not conduct any legal, accounting or any other due diligence or carried out any independent investigation on the information made available in order to prepare this Valuation Report. Therefore, this report did not consider the impacts of any audit or investigation. PLANCONSULT assumes no responsibility for the truthfulness, accuracy or extension of the information obtained.

 

  4) PLANCONSULT has not analyzed the legal validity and effectiveness of the processed information tanking into account that such analysis is beyond its professional scope. The validity and enforceability of liens or encumbrances on the Company’s assets have not as well been analyzed. However, the amounts relating to such liens or encumbrances have been considered in our report.

 

  5) Therefore, PLANCONSULT does not assume any responsibility on the legal, engineering or financial matter beyond those implicit in the exercise of its specific functions at issue, which are specifically set forth in the applicable legislation, codes and regulations.

 

  6) The Company’s managers did not in any way directed, made difficult or took any action which might hinder the access, use or knowledge of any information relevant for the quality of the work, and stated that all documents and/or other information existing to enable the accomplishment of the work and quality of the respective conclusions were made available to PLANCONSULT.

 

  7) PLANCONSULT represents that the number of shares of the company at issue, which PLANCONSULT itself, its controlling persons and other persons bound to them are holders, or which are under their discretionary management, is zero.

 

  8) PLANCONSULT states the non existence of any conflict or communion of interest, effective or potential, with the controlling person of the company, or minority shareholders of the company, or in relation to any other involved company, its respective partners, or in connection with the operation itself of exchange of shares and mergers of associated companies.

 

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  9) There is no assurance that any of the premises, estimates, projections, partial or total results or conclusions used or showed in this Valuation Report will be effectively accomplished or determined, in whole or in part. The final results may be different from the projections, and those differences may be relevant and further be impacted by market conditions, among others. Therefore, there is no guarantee on the part of PLANCONSULT as to the accomplishment or not of the projections herein, specifically which occurrence depends on future and uncertain events.

 

  10) The fixed assets of the company have been appraised by PLANCONSULT.

 

  11) The Valuation Report did not consider any future benefit that a potential success of the operation of exchange of shares and mergers of companies may eventually bring to themselves.

 

  12) The information included herein reflects the financial and accounting conditions of the company on 09/30/2005. Any amendment to these conditions may change the result showed herein.

 

  13) This Valuation Report must be used exclusively within the scope of the operation of exchange of shares and mergers of companies, duly informed to the market by applicable means.

 

  14) Analysis reports on other companies and sectors prepared by PLANCONSULT and/or its affiliates may address market premises in a way different from this Valuation Report.

 

  15) This Valuation Report may not be reproduced or published, in whole or in part, without the prior consent of PLANCONSULT.

 

  16) The basis date of this Valuation Report is 09/30/2005.

 

São Paulo, December 2, 2005.

 

PLANCONSULT Planejamento e Consultoria Ltda.

CORECON: RE/2849 - SP

CRA: E-1256 - SP

CREA: 21.973 - SP

 

Edgar Victor Salem


 

Ubyrajara Pitta


 

Edward Dias Moreno


CRA: 12.500 - SP   CORECON: 4.907 - SP   CRC: 1SP064073/O-0
CREA: 46.152 - SP        

 

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X - EXHIBITS

 

EXHIBIT I – Balance sheets

 

EXHIBIT II – Discount Rate

 

     24    LOGO


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EXHIBIT I

 

     25    LOGO


Table of Contents

LOGO

 

     Celular CRT Participações
S.A. REAL


ASSETS     

CURRENT ASSETS:

    

Cash and cash equivalents

   2,728,001.14

Net accounts receivable

    

Inventories

    

Advances to suppliers

    

Interests on own capital and dividends

   74,255,130.58

Deferred tax and tax credits

   6,770,994.48

Tax credits

   1,032,257.12

Anticipated income tax and social contribution

   120,219.46

Withheld income tax

   912,037.66

ICMS credit

    

Pis, Cofins and other credits

    

ICMS over services to be appropriated

    

Deferred social contribution and income tax

   5,738,737.36

11221151    Deferred income tax – tax losses

   3,819,419.46

11221152     Deferred income tax – contingencies

   71,745.72

11221153    Deferred income tax – provision for losses in inventory

   —  

11221154    Deferred income tax – over bad debt provision

   —  

11221155    Deferred income tax – over amortization of unrealized goodwill

   —  

11221156    Deferred income tax – over suppliers

   84,970.28

11221157    Deferred income tax – over loyalty programs

   —  

11221159    Deferred income tax – other temporary differences

   38,833.45

11221161    Deferred social contribution – negative basis

   1,653,370.65

11221162    Deferred social contribution – contingencies

   25,828.46

11221163    Deferred social contribution – provision for losses in inventory

   —  

11221164    Deferred social contribution – over bad debt provision

   —  

11221165    Deferred social contribution – over amortization of unrealized goodwill

   —  

11221166    Deferred social contribution – over suppliers

   30,589.30

11221167    Deferred social contribution – over loyalty programs

   —  

11221169    Deferred social contribution – other temporary differences

   13,980.04

14311111    Goodwill over investment – restructuring

    

14391111    Accumulated amortization – Goodwill – restructuring

    

21191914    Provision of goodwill with investment

    

22191914    Provision of goodwill with investment

    

Loans and financings

    

Derivative transactions

    

Anticipated expenses

    

Other current assets

   356,998.94

Total current assets

   84,111,125.14

NON-CURRENT ASSETS:

    

Deferred tax and tax credits

   —  

Tax credits

   —  

Anticipated income tax and social contribution

    

ICMS credit

    

Pis, Cofins and other credits

    

Deferred social contribution and income tax

    

12121151    Deferred income tax – tax losses

    

12121152    Deferred income tax – contingencies

    

12121153    Deferred income tax – provision for losses in inventory

    

12121154    Deferred income tax – over bad debt provision

    

12121155    Deferred income tax – over amortization of unrealized goodwill

    

12121159    Deferred income tax – other temporary differences

    

12121161    Deferred social contribution – negative basis

    

12121162    Deferred social contribution – contingencies

    

12121163    Deferred social contribution – provision for losses in inventory

    

12121164    Deferred social contribution – over bad debt provision

    

12121165    Deferred social contribution – over amortization of unrealized goodwill

    

12121169    Deferred social contribution – other temporary differences

    

 

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LOGO

 

14311113    Goodwill over investment – long term

    

Loans and financings

    

Derivative transactions

    

Anticipated expenses

    

Other non-current assets

   103,573.77

Total non-current assets

   103,573.77

PERMANENT ASSETS:

    

Investments

   1,102,630,301.42

Property, plant and equipment

    

Deferred assets

    

Total permanent assets

   1,102,630,301.42

Total assets

   1,186,845,000.33

 

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LIABILITIES       

CURRENT LIABILITIES:

      

Personnel, charges and social benefits

     195,417.38

Suppliers and accounts payable

     635,423.51

Taxes, charges and contributions

      

Loans and financings

      

Derivative transactions

      

Interests on shareholders’ equity and dividends

     68,226,523.10

Provision for contingencies

     309,011.00

Other current liabilities

     4,151,656.84

Total current liabilities

     73,518,057.95

NON-CURRENT LIABILITIES:

      

Taxes, charges and contributions

      

Loans and financings

      

Derivative transactions

      

Provision for contingencies

      

Advance payment for future capital increase

      

Other current liabilities

      

Total non-current liabilities

     —  

MINORITY SHAREHOLDERS

      

SHAREHOLDERS’ EQUITY

      

Capital stock

      

Shares in treasury

      

Capital reserves

      

Profits reserves

      

Revaluation reserves

      

Accumulated profits

      

Net income of the period

      

Result in the conversion of Balance Sheet

      

Total shareholders’ equity

     1,113,326,942.38

Shareholders’ equity less Goodwill Reserve

     1,152,179,767.15

FUNDS SUBJECT TO CAPITALIZATION

      

Total liabilities

     1,186,845,000.33
       1,152,179,767.15

Tax credit

   R$ 12,145,371.97
       1,113,326,942.38

Real shareholders’ equity - adjusted shareholders equity

     38,852,824.77

Income tax and social contribution rates (36.868%)

     14,081,429.28

Tax credit

   R$ 12,145,371.97

Final real shareholders’ equity with tax effect

     1,125,472,314.35

 

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EXHIBIT II

 

Parameters


   Value

   

Comments


FCF terminal growth rate

   4.00 %  

EBITDA growth without license 2014 / risk free

Tax Rate (Tc)

   34 %    

Debt/equity ratio (D/E)

   45.0 %  

Calculated from market values

Equity/value ratio (E/V)

   69.0 %  

Calculated from the debt/equity ratio

Debt/value ratio (D/V)

   31.0 %  

[1 – (equity/value) ratio]

Equity beta

   1.01    

The adjusted Bloomberg beta of the industry was used

Debt beta

   0.35    

WACC

Asset beta

   0.81    

{(1-Tc)D / [(1-Tc)D + E]}*Bdebt + {E / [(1-Tc) D + E]}*Bequity

Equity return (Re)

   15.1 %  

WACC

Debt return (Rd)

   8.0 %  

Average cost of debt USD

Asset return

   12.9 %  

WACC

Risk-free rate

   4.25 %  

Federal Reserve (T-bond 10 yrs yield)

Market premium (rM-rF)

   10.7 %  

Brazil market premium (Damodaran)

WACC

   12.02 %  

[(1-Tc)*(Rd*D/V) + (Re*E/V)]

U.S. inflation

   2 %    

Brazilian inflation

   5.57 %    

 

Used Discount Rate 15.9407%

 

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FINANCIAL STATEMENTS OF TCP AS OF SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIOD THEN ENDED THAT ACCOMPANY THE DELOITTE TOUCHE TOHMATSU BOOK VALUE REPORT FILED PURSUANT TO RULE 425 ON DECEMBER 6, 2005


Table of Contents

(Convenience Translation into English from the

Original Previously Issued in Portuguese)

 

 

Telesp Celular

Participações S.A.

 

Financial Statements for the Nine-month

Period Ended September 30, 2005 and

Independent Auditors’ Report

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes


Table of Contents

Telesp Celular Participações S.A.

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

INDEPENDENT AUDITORS’ REPORT

 

To the Shareholders and Management of

Telesp Celular Participações S.A.

São Paulo - SP

 

1. We have audited the accompanying balance sheet of Telesp Celular Participações S.A. as of September 30, 2005 and the related statement of loss and change in shareholders’ equity for the nine-month period then ended, prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.

 

2. Our work was conducted in accordance with the Brazilian auditing standards and comprised: (a) planning of the work, taking into consideration the significance of the balances, the volume of transactions and the accounting and internal control systems of the Company; (b) checking, on a test basis, the evidence and records that support the amounts and accounting information disclosed; and (c) evaluating the relevant accounting practices and estimates adopted by management, as well as the presentation of the financial statements taken as a whole.

 

3. Considering the special purpose of these financial statements (see Note 2), the Company is not presenting the statement of changes in financial position for the nine-month period ended at September 30, 2005, that is required for a complete presentation of the financial statements in Brazil.

 

4. In our opinion, except for the omission discussed in paragraph 3, that results in an incomplete presentation of the financial statements, the financial statements referred to in paragraph 1 present fairly, in all material respects, the financial position of Telesp Celular Participações S.A. as of September 30, 2005, the results of its operations and the changes in shareholders’ equity for the nine-month period then ended in accordance with accounting practices adopted in Brazil.

 

5. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

 

São Paulo, December 4, 2005

 

DELOITTE TOUCHE TOHMATSU

   José Domingos do Prado

Auditores Independentes

   Engagement Partner

 

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Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELESP CELULAR PARTICIPAÇÕES S.A.

 

BALANCE SHEET AS OF SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

ASSETS


   09.30.05

 

CURRENT ASSETS

      

Cash and cash equivalents

   30  

Financial investments

   38  

Interest on capital and dividends

   62,114  

Deferred and recoverable taxes

   18,155  

Prepaid expenses

   807  

Other assets

   14,500  
    

Total current assets

   95,644  

NONCURRENT ASSETS

      

Deferred and recoverable taxes

   342,092  

Prepaid expenses

   3,540  

Other assets

   1,946  
    

Total noncurrent assets

   347,578  

PERMANENT ASSETS

      

Investments

   7,360,812  

Property, plant and equipment, net

   321  
    

Total permanent assets

   7,361,133  
    

TOTAL ASSETS

   7,804,355  
    

LIABILITIES AND SHAREHOLDERS’ EQUITY


   09.30.05

 

CURRENT LIABILITIES

      

Payroll and related accruals

   945  

Trade accounts payable

   4,734  

Taxes payable

   539  

Loans and financing

   1,036,134  

Reserve for contingencies

   65,108  

Derivative contracts

   358,749  

Other liabilities

   22,708  
    

Total current liabilities

   1,488,917  

LONG-TERM LIABILITIES

      

Loans and financing

   1,849,628  

Reserve for contingencies

   257  

Derivative contracts

   149,635  
    

Total long-term liabilities

   1,999,520  

SHAREHOLDERS’ EQUITY

      

Capital

   6,670,152  

Capital reserves

   793,396  

Accumulated deficit

   (3,147,783 )
    

Total shareholders’ equity

   4,315,765  

FUNDS FOR CAPITALIZATION

   153  
    

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   7,804,355  
    

 

The accompanying notes are an integral part of these financial statements.

 

3


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(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELESP CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF LOSS

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

     09.30.05

 

OPERATING REVENUE (EXPENSES)

      

General and administrative expenses

   (7,163 )

Other operating expenses

   (261,612 )

Other operating revenue

   8,365  

Equity pick-up

   91,465  
    

     (168,945 )

OPERATING INCOME (LOSS) BEFORE FINANCIAL INCOME (EXPENSES)

   (168,945 )
    

Financial expenses

   (694,537 )

Financial income

   264,474  

OPERATING INCOME (LOSS)

   (599,008 )
    

Nonoperating income

   7,385  
    

LOSS FOR THE PERIOD

   (591,623 )
    

 

The accompanying notes are an integral part of these financial statements.

 

4


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELESP CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

          Capital reserve

   Income reserve

            
     Share
capital


   Special
goodwill


    Goodwill

   Statutory
reserve


   Reserve
income realize


   Retained
earnings


    Total

 

BALANCE AT DECEMBER 31, 2004

   4,373,661    990,169     99,710    —      —      (2,556,160 )   2,907,380  

Capital increase - RCA of January 07, 2005

                                      

Subscription in current currency

   2,000,000    —       —      —      —      —       2,000,000  

Subscription and integralization with goodwill reserve

   53,896    (53,896 )   —      —      —      —       —    

Agio in the acquisition of new stocks - overage auction

   —      —       8    —      —      —       8  

Capital increase - RCA of July 29, 2005

   242,595    (242,595 )                           

Net loss

   —      —       —      —      —      (591,623 )   (591,623 )
    
  

 
  
  
  

 

BALANCE AT SEPTEMBER 30, 2005

   6,670,152    693,678     99,718    —      —      (3,147,783 )   4,315,765  
    
  

 
  
  
  

 

 

The accompanying notes are an integral part of these financial statements.

 

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(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELESP CELULAR PARTICIPAÇÕES S.A.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$, unless otherwise indicated)

 

1. OPERATIONS

 

Telesp Celular Participações S.A. (“TCP” or “Company”) is a publicly-traded company which, as of September 30, 2005, is controlled by Brasilcel N.V. (57.23% of total capital) and Portelcom Participações S.A. (8.86% of total capital), which is a wholly-owned subsidiary of Brasilcel N.V.

 

Brasilcel N.V. is jointly controlled by Telefónica Móviles, S.A. (50% of total capital), PT Móveis, Serviços de Telecomunicações, SGPS, S.A. (49.999% of total capital), and Portugal Telecom, SGPS, S.A. (0.001% of total capital).

 

TCP is the controlling company of the operators Telesp Celular S.A. (“TC”), Global Telecom S.A. (“GT”) and Tele Centro Oeste Celular Participações S.A. (“TCO”), which provide mobile telephone services in the States of São Paulo, Paraná and Santa Catarina and the Federal District, respectively, including activities necessary or useful to perform the services, in accordance with the licenses granted to them.

 

The licenses granted to TC, GT and TCO are valid until August 5, 2008, April 8, 2013 and July 24, 2006, respectively, and are renewable, once only, for a 15-year term, by paying annual charges equivalent to approximately 1% of the annual revenues of the operators.

 

Additionally, TCO fully controls the following operators:

 

Subsidiaries


   TCO
interest - %


  

Operating area


   Term of license

Telegoiás Celular S.A.

   100    Goiás and Tocantins    10.29.08

Telemat Celular S.A.

   100    Mato Grosso    03.30.09

Telems Celular S.A.

   100    Mato Grosso do Sul    09.28.09

Teleron Celular S.A.

   100    Rondônia    07.21.09

Teleacre Celular S.A.

   100    Acre    07.15.09

Norte Brasil Telecom S.A.

   100   

Amazonas, Roraima, Amapá, Pará and Maranhão

   11.29.13

 

The business of the subsidiaries, including the services they may provide, is regulated by the National Telecommunications Agency (Agência Nacional de Telecomunicações - ANATEL), the telecommunications regulatory agency, in accordance with Law No. 9,472, of July 16, 1997, and respective complementary regulations, decrees, rulings and plans.

 

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Telesp Celular Participações S.A.

 

On March 28, 2005, the Board of Directors of TCO approved the corporate restructuring of Teleacre, Telegoiás, Teleron and Telems, by merging with the Company, and Telemat, by merging with the subsidiary TCO IP S.A. (“TCO IP”). The restructuring proposals were presented to ANATEL on June 7 and 27, 2005, respectively.

 

The objective of this operation was to obtain financial and operational benefits, among others, with a reduction in administrative costs and publications, as well as rationalization of accounting procedures.

 

2. PRESENTATION OF THE FINANCIAL STATEMENTS

 

The financial statements have been prepared in accordance with generally accepted accounting practices in Brazil and Brazilian Corporate Legislation, which include the norms applicable to public telecommunications services concessionaires and the norms and accounting procedures established by the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM).

 

The Company year ends on December 31 of each year. These interim financial statements were prepared to serve as a basis for corporate restructuring purposes, involving the Company, Tele Centro Oeste Celular Participações S.A., Tele Leste Celular Participações S.A., Tele Sudeste Celular Participações S.A. and Celular CRT Participações S.A., all of which are publicly-held companies under common share control. The objective of the restructuring is to transfer the share control and the minority participations to TCP, through an exchange of shares. This proposal will require the approval of the shareholders of the various companies involved and, if approved, will be based on the relation of the exchange to the economic value to be established in a report issued by independent experts.

 

Consequently, the balance sheet, the income statement and the statement of changes in shareholders´ equity only include the operations effected in the first nine months of 2005, which are presented without comparison to any prior period. Additionally, in view of the specific purpose of these interim financial statements, the Company is not presenting the statement of changes in financial position.

 

3. SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES

 

  a) Cash and cash equivalents

 

Are considered to be all available balances in cash and banks and all highly liquid temporary cash investments, stated as cost plus interest accrued to the balance sheet date, with original maturity dates of three months or less.

 

  b) Investments

 

Represents goodwill recorded on acquisitions of consolidated subsidiaries and permanent investments in unconsolidated affiliates and subsidiaries that are accounted for under the equity method. The financial statements of indirect subsidiaries based overseas are converted at the exchange rate as of the balance sheet date. The accounting practices of direct and indirect subsidiaries are consistent with those applied by the Company.

 

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Telesp Celular Participações S.A.

 

  c) Income and social contribution taxes

 

Are calculated and recorded based on the tax rates in effect on the balance sheet date, on an accrual basis.

 

  d) Reserve for contingencies

 

The reserve is recorded based on the opinion of external legal and the Company’s management, how to the probable result of the dependent subject, and are update until to date the balance sheet for the probable amount of the loss, observed the nature of each contingency.

 

4. DEFERRED AND RECOVERABLE TAXES

 

     09.30.05

Prepaid income and social contribution taxes

   322,335

Withholding income tax

   471

Recoverable PIS and COFINS (taxes on revenue)

   37,022

Total recoverable taxes

   359,828

Deferred income and social contribution taxes

   419
    

Total

   360,247
    

Current

   18,155

Noncurrent

   342,092

 

The Company did not recognize deferred income and social contribution taxes on tax losses, negative basis and temporary differences, as there is no likelihood of taxable income in the short-term.

 

5. OTHER ASSETS

 

     09.30.05

Advances to employees

   73

Receivables from Group companies

   14,109

Other assets

   2,264
    

Total

   16,446
    

Current

   14,500

Noncurrent

   1,946

 

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Telesp Celular Participações S.A.

 

6. INVESTMENTS

 

  a) Participation in subsidiaries

 

Investees


  

Common

stock

%


  

Preferred

stock

%


  

Total

participation
%


Telesp Celular S.A.

   100.00    —      100.00

Global Telecom S.A.

   100.00    100.00    100.00

Tele Centro Oeste Celular Participações S.A.

   90.59    32.76    52.47

 

  b) Number of shares held

 

     Stated in thousands

Investees


  

Common

shares


  

Preferred

shares


  

Total

shares


Telesp Celular S.A.

   83,155    —      83,155

Global Telecom S.A.

   3,810    7,621    11,431

Tele Centro Oeste Celular Participações S.A.

   40,161    28,084    68,245

 

  c) Information on subsidiaries

 

Investees


  

Shareholders’
equity as of

09.30.05


  

Net income
(loss) as of

09.30.05


 

Telesp Celular S.A.

   3,091,952    125,435  

Global Telecom S.A.

   1,127,808    (176,737 )

Tele Centro Oeste Celular Participações S.A.

   2,835,326    275,774  

 

  d) Breakdown and changes

 

The Company’s investments include the equity interests in the direct subsidiaries, goodwill, advance for future capital increase and reserve for losses on investments and other investments, as shown below:

 

     09.30.05

 

Investments in subsidiaries

   5,206,379  

Goodwill on investment acquisitions, net

   1,965,516  

Advance for future capital increase

   586,625  

Provision for investment losses (a)

   (397,811 )

Other investments

   103  
    

Balance of investments

   7,360,812  
    


      
  (a) Reserves for investment losses were recorded due to GT’s accumulated deficit and indebtedness as of December 31, 2002 and 2001.

 

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Telesp Celular Participações S.A.

 

The changes in investment balances of the subsidiaries for the nine-month periods ended September 30, 2005 and 2004 are as follows:

 

     2005

 

Investments in subsidiaries


   TC

    GT

    TCO

   Total

 

Balance at the beginning of the year

   2,966,517     1,111,313     981,432    5,059,262  

Increase in holding

   —       —       —      —    

Donations

   —       —       115    115  

Equity pick-up in the 1st quarter

   114,110     (43,321 )   62,684    133,473  
    

 

 
  

Balance as of March 31

   3,080,627     1,067,992     1,044,231    5,192,850  

Increase in holding

   —       —       —      —    

Distribution interest on capital

   —       —       —      —    

Participation gains

   —       —       8    8  

Dividends and interest on capital in subsidiary

   —       —       —      —    

Equity pick-up in the 2nd quarter

   (22,971 )   (54,308 )   31,618    (45,661 )
    

 

 
  

Balance as of June 30

   3,057,656     1,013,684     1,075,857    5,147,197  

Increase in holding

   —       —       48,160    48,160  

Participation gains

   —       —       7,369    7,369  

Equity pick-up in the 3rd quarter

   34,296     (79,107 )   48,464    3,653  
    

 

 
  

Balance as of September 30

   3,091,952     934,577     1,179,850    5,206,379  
    

 

 
  

 

     2005

 

Goodwill on acquisition of investments, net


   GT

    TCO

    Total

 

Balance at the beginning of the year

   1,077,020     1,320,860     2,397,880  

Increase in goodwill - purchase participation

   —       —       —    

Write-off of goodwill

   —       —       —    

Amortization of goodwill

   (29,599 )   (73,912 )   (103,511 )
    

 

 

Balance as of March 31

   1,047,421     1,246,948     2,294,369  

Transfer of goodwill to special reserve

   —       —       —    

Increase in premium on purchase of interest

   —       —       —    

Amortization of goodwill

   (33,362 )   (73,910 )   (107,272 )
    

 

 

Balance as of June 30

   1,014,059     1,173,038     2,187,097  

Write-off of goodwill

   —       (398,914 )   (398,914 )

Merger with Bagon Participações Ltda.

   —       265,544     265,544  

Increase in premium on purchase of interest

   —       12,834     12,834  

Amortization of goodwill

   (31,483 )   (69,562 )   (101,045 )
    

 

 

Balance as of September 30

   982,576     982,940     1,965,516  
    

 

 

 

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Telesp Celular Participações S.A.

 

     2005

 

Advance for future capital increase


   TCO

    Total

 

Balance at the beginning of the year

   517,148     517,148  

Increase in TCO capital by tax benefit realized

   —       —    
    

 

Balance as of March 31

   517,148     517,148  

Advance for future capital increase originated by tax benefit - restructuring of TCP

   —       —    

Tax effect

   —       —    
    

 

Balance as of June 30

   517,148     517,148  

Advance for future capital increase originated by tax benefit - restructuring of TCP

   133,370     133,370  

Increase in TCO capital

   (63,893 )   (63,893 )

Tax effect

   —       —    
    

 

Balance as of September 30

   586,625     586,625  
    

 

 

     2005

 

Reserve for losses


   GT

    Total

 

Balance at the beginning of the year

   (449,615 )   (449,615 )

Amortization of GT losses

   14,615     14,615  
    

 

Balance as of March 31

   (435,000 )   (435,000 )

Amortization of GT losses

   19,921     19,921  
    

 

Balance as of June 30

   (415,079 )   (415,079 )

Amortization of GT losses

   17,268     17,268  
    

 

Balance as of September 30

   (397,811 )   (397,811 )
    

 

As from January 1, 2005, the goodwill paid on acquisitions by GT based on future profitability, totaling R$1,077,020, is being amortized over a ten-year period as from the acquisition date.

 

TC has investments in Telesp Celular International Ltd. and Telesp Celular Overseas Ltd., companies located abroad, for the purpose of obtaining and passing on funding through international loans. These subsidiaries are dormant.

 

On August 31, 2005, the tax benefit derived from the goodwill paid on the acquisition of TCO was transferred to that company. As a result, R$133,370 was transferred as an advance for future capital increase, since shares will be issued in favor of TCP when this benefit is realized by TCO. The remaining goodwill, amounting to R$392,265, was attributed to future profitability and is being amortized over five years.

 

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Telesp Celular Participações S.A.

 

7. LOANS AND FINANCING

 

  a) Debt composition

 

Description


   Currency

   Interest

   Maturity

   09.30.05

Financial institutions:

                   

Resolutions No. 2,770 and No. 63

   US$    1% p.a. to 9.8% p.a.    10.03.05 to
12.28.07
   1,215,695

Resolution No. 2770

   ¥    1% p.a. to 2.25% p.a.    04.18.06 to
12.12.07
   —  

Debentures

   R$    103.3% of CDI to
104.4% of CDI
   08.01.08 to
05.01.15
   1,500,000

Compror

   US$    1% to
6.25% p.a.
   11.03.05 to
01.30.08
   437

Affiliated companies:

                   

Investment acquisition - TCO

   R$    CDI +
1% p.a.
   —      10,697

Interest

                  158,933
                   

Total

                  2,885,762
                   

Current

                  1,036,134

Noncurrent

                  1,849,628

 

  b) Repayment schedule

 

The long-term amounts of loans and financing mature as follows:

 

Year


   09.30.05

2006 (from October)

   46,389

2007

   286,557

2008

   516,682

After 2011

   1,000,000
    

Total

   1,849,628
    

 

  c) Coverage

 

As of September 30, 2005, the Company had exchange contracts “hedge” in the amounts of US$554,606 thousand, to hedge all their foreign-exchange liabilities. As of September 30, 2005, the Company and its subsidiaries had recorded an accumulated loss of R$508,384 on these hedge operations, represented by liability balance of R$358,749 under short-term and R$149,635 under long-term.

 

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Telesp Celular Participações S.A.

 

  d) Debentures

 

On August 1, 2004 the first public issue of debentures was renegotiated, comprising 5,000 simple unsponsored debentures, not convertible into shares, with a unit par value of R$100 maturing on August 1, 2008. The renegotiation was for the whole of the original issue, which occurred on August 1, 2003, at a rate of 104.6% of the CDI, and the extension of the term (renegotiated to August 1, 2007) was simultaneous with the reduction of the rate to 104.4% of the CDI.

 

In the ambit of the First Distribution of Marketable Securities Program for R$2,000,000 announced on August 20, 2004, the Company issued debentures, on May 1, 2005, in the amount of R$1,000,000 with a duration of ten years as from the issue date of May 1, 2005.

 

The offer consisted of the issue of 100,000 simple unsecured debentures, not convertible into shares, with a nominal unit value of R$10, totaling R$1,000,000, in two series, R$200,000, in the first series, and R$800,000, with a final maturity of May 1, 2015. The debentures yield interest, with six-monthly payments, corresponding to 103.3% (first series) and 104.2% of the accumulated average daily one day Interfinancial Deposits - ID, outside the group (extragrupo) (ID rates), calculated and divulged by the Clearing House for Custody and Settlement (CETIP).

 

Remuneration of the debentures is scheduled for renegotiation on May 1, 2009 (first series) and May 1, 2010 (second series). Conservatively, the Company included in the above consolidated long-term maturities schedule the principal of the debentures in 2009 and 2010, the dates for renegotiation of the remuneration of the two series.

 

8. OTHER LIABILITIES

 

     09.30.05

Intercompany liabilities

   40

Reverse split of shares (a)

   22,564

Other

   104
    

Total

   22,708
    

    
  (a) Refers to the credit made available to shareholders who are beneficiaries of the excess shares resulting from the reverse split of the Company’s share capital.

 

9. RESERVE FOR CONTINGENCIES

 

The Company and its subsidiaries are parties to certain lawsuits involving labor, tax and civil matters. A reserve was recorded in the accounts for claims in which an unsuccessful outcome was classified as probable.

 

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Telesp Celular Participações S.A.

 

The composition of the reserves is as follows:

 

     09.30.05

Labor

   257

Tax

   65,108
    

Total

   65,365
    

Current

   65,108

Noncurrent

   257

 

The changes in the reserve for contingencies in the nine-month period ended September 30, 2005 is as follows:

 

Balance at the beginning of the year

   58,987

New provisions, net of reversals

   257

Monetary variation

   6,121
    

Balance as of September 30

   65,365
    

 

10. SHAREHOLDERS’ EQUITY

 

  a) Capital

 

On January 7, 2005, the Company increased its capital by R$2,053,896 with the issue of 410,779,174 thousand new shares, comprising 143,513,067 thousand common shares and 267,266,108 thousand preferred shares.

 

In the General and Extraordinary Shareholders’ Meeting held on April 1, 2005, a reverse split of 1,582,563,526,803 nominative book-entry shares, without par value, was approved comprising 552,896,931,154 common shares and 1,029,666,595,649 preferred shares, representing capital, in the proportion of 2,500 (two thousand five hundred) shares to 1 (one) share of the same type. Capital now comprises 633,025,410 nominative book-entry shares, without par value, of which 221,158,772 are common shares and 411,866,638 are preferred shares.

 

On July 29, 2005, the Company advised the shareholders of a capital increase of R$242,595,157, corresponding to the tax benefit of the merged goodwill, effectively realized during the 2004 fiscal year. The capital was increased from R$6,427,557,341 to R$6,670,152,498, with the issue of 29,298,932 new common shares, guaranteeing the right of preference as established in article 171 of Law No. 6,404/76, and establishing that funds arising from possible future exercise of the right of preference were credited to the Sociedade Portelcom Participações S.A.

 

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Telesp Celular Participações S.A.

 

The capital as of September 30, 2005 comprises shares without par value, as follows:

 

    

Thousands
of shares

09.30.05


Common shares

   250,458

Preferred shares

   411,866
    

Total

   662,324
    

 

  b) Interest on capital and dividends

 

The preferred shares do not have voting rights, except in the cases stipulated in articles 9 and 10 of the bylaws. They are, however, assured priority in the reimbursement of capital, without premium, the right to participate in the dividend to be distributed, corresponding to a minimum of 25% of net income for the financial year, calculated in accordance with article 202 of corporate law, and priority in receiving minimum noncumulative dividends equivalent to the largest of the following values:

 

  b.1) 6% per annum on the amount resulting from dividing the paid-up capital by the total number of Company’s shares.

 

  b.2) 3% per annum on the amount resulting from division of the shareholders’ equity by the total number of Company’s shares, and also the right to participate in distributed income under equal conditions to the common shares, after the latter has been assured a dividend equal to the minimum priority dividend established for the preferred shares.

 

As from the General Shareholders’ Meeting held on March 27, 2004, the preferred shares are entitled to full voting rights, in accordance with article 111, paragraph 1, of Law No. 6,404/76, since the minimum dividends were not paid on the preferred shares for three consecutive years.

 

  c) Special goodwill reserve

 

This reserve represents a special goodwill reserve formed as a result of the Company’s corporate restructuring, which will be capitalized in favor of the controlling shareholder at the time of effective realization of the tax benefit.

 

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Telesp Celular Participações S.A.

 

11. INSURANCE

 

The Company has a policy of monitoring the risks inherent to their operations. Accordingly, as of September 30, 2005, the Companies had insurance policies in effect to cover third-party liability and auto. The Management of the Company considers that the amounts are sufficient to cover possible losses. The principal responsibility covered by insurance and corresponding amounts is shown below:

 

Type


  

Amounts insured


General third-party liability - RCG

   R$7,560

Automobile (fleet of executive vehicles)

   Fipe Table (100%), R$250 for DC and R$50 for DM

 

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FINANCIAL STATEMENTS OF TCO AS OF SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIOD THEN ENDED THAT ACCOMPANY THE DELOITTE TOUCHE TOHMATSU BOOK VALUE REPORT FILED PURSUANT TO RULE 425 ON DECEMBER 6, 2005


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

   

Tele Centro Oeste Celular

Participações S.A.

 

Financial Statements for the Nine-Month

Period September 30, 2005 and

Independent Auditors’ Report

 

Deloitte Touche Tohmatsu Auditores Independentes


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

INDEPENDENT AUDITORS’ REPORT

 

To the Shareholders and Management of

Tele Centro Oeste Celular Participações S.A.

Brasília - DF

 

1. We have audited the accompanying balance sheet of Tele Centro Oeste Celular Participações S.A. as of September 30, 2005 and the related statement of income and change in shareholders’ equity for the nine-month period then ended, prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.

 

2. Our work was conducted in accordance with the Brazilian auditing standards and comprised: (a) planning of the work, taking into consideration the significance of the balances, the volume of transactions and the accounting and internal control systems of the Company; (b) checking, on a test basis, the evidence and records that support the amounts and accounting information disclosed; and (c) evaluating the relevant accounting practices and estimates adopted by management, as well as the presentation of the financial statements taken as a whole.

 

3. Considering the special purpose of these financial statements (see Note 2), the Company is not presenting the statement of changes in financial position for the nine-month period ended at September 30, 2005, that is required for a complete presentation of the financial statements in Brazil.

 

4. In our opinion, except for the omission discussed in paragraph 3, that results in an incomplete presentation of the financial statements, the financial statements referred to in paragraph 1 present fairly, in all material respects, the financial position of Tele Centro Oeste Celular Participações S.A. as of September 30, 2005, the results of its operations and the changes in shareholders’ equity for the nine-month period then ended in accordance with accounting practices adopted in Brazil.

 

5. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

 

São Paulo, December 4, 2005

 

DELOITTE TOUCHE TOHMATSU       José Domingos do Prado
Auditores Independentes       Engagement Partner

 

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Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

 

BALANCE SHEET AS OF SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

     09.30.05

ASSETS

    

CURRENT ASSETS

    

Cash and cash equivalents

   1,861

Financial investments

   93,025

Trade accounts receivable, net

   125,038

Inventories

   25,343

Advances to suppliers

   3,288

Interest on capital and dividends

   161,097

Deferred and recoverable taxes

   125,978

Prepaid expenses

   19,097

Other assets

   13,833
    

Total current assets

   568,560

NONCURRENT ASSETS

    

Deferred and recoverable taxes

   266,303

Loans and financing

   25,152

Prepaid expenses

   928

Other assets

   12,490
    

Total noncurrent assets

   304,873

PERMANENT ASSETS

    

Investments

   2,145,129

Property, plant and equipment, net

   275,579

Deferred charges, net

   369
    

Total permanent assets

   2,421,077
    

TOTAL ASSETS

   3,294,510
    
     09.30.05

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

CURRENT LIABILITIES

    

Payroll and related accruals

   8,391

Trade accounts payable

   75,827

Taxes payable

   16,502

Loans and financing

   17,380

Interest on capital and dividends payable

   137,686

Reserve for contingencies

   1,664

Derivative contracts

   8,661

Other liabilities

   51,981
    

Total current liabilities

   318,092

LONG-TERM LIABILITIES

    

Loans and financing

   5,741

Reserve for contingences

   130,539

Derivative contracts

   2,938

Other liabilities

   1,748
    

Total long-term liabilities

   140,966

SHAREHOLDERS’ EQUITY

    

Capital

   1,021,737

Capital reserves

   629,064

Revenue reserves

   692,645

Retained earnings

   491,880
    

Total shareholders’ equity

   2,835,326

FUNDS FOR CAPITALIZATION

   126
    

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   3,294,510
    

 

The accompanying notes are an integral part of these financial statements.

 

2


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF INCOME

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

     09.30.05

 

GROSS OPERATING REVENUE

      

Telecommunications services

   396,738  

Sale of products

   62,523  
    

     459,261  
    

Deductions from gross revenue

   (118,853 )

NET OPERATING REVENUE

   340,408  
    

Cost of services provided

   (73,178 )

Cost of products sold

   (63,404 )
    

GROSS PROFIT

   203,826  

OPERATING REVENUES (EXPENSES)

      

Selling expenses

   (165,791 )

General and administrative expenses

   (37,049 )

Other operating expenses

   (14,463 )

Other operating revenue

   23,742  

Equity pick-up

   300,856  
    

     107,295  

OPERATING INCOME BEFORE FINANCIAL INCOME (EXPENSES)

   311,121  
    

Financial expenses

   (22,557 )

Financial income

   15,605  

Interest on capital receivable

   66,000  

OPERATING INCOME

   370,169  
    

Nonoperating income (expense), net

   (21 )

INCOME BEFORE TAXES AND MINORITY INTERESTS

   370,148  

Income and social contribution taxes

   (28,374 )

INCOME BEFORE REVERSAL OF INTEREST ON CAPITAL

   341,774  
    

Reversal of interest on capital

   (66,000 )
    

NET INCOME FOR THE PERIOD

   275,774  
    

 

The accompanying notes are an integral part of these financial statements.

 

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(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

                Capital Reserves

   Income Reserve

             
     Share
capital


   Treasury
shares


    Subscribed
goodwill


   Special
goodwill


    Interest on
construction


   Donation and
subvention


   Tax
incentive


   Statutory
reserve


   Reserve
for expansion


    Retained
earnings


    Total

 

BALANCE AT DECEMBER 31, 2004

   792,966    (49,109 )   37,533    532,731     4,505    —      153    107,291    750,233     265,199     2,441,502  

Capital increase with reserve - Special meeting of March 31, 2005

   164,878    —       —      —       —      —      —      —      (164,878 )   —       —    

Capital increase with agio reserve - Special meeting of July 29, 2005

   63,893    —       —      (63,893 )   —      —      —      —      —       —       —    

Goodwill on alienation of treasury shares

   —      —       —      24     —      —      —      —      —       —       24  

Realization of special goodwill reserve

   —      —       —      (15,584 )   —      —      —      —      —       —       (15,584 )

Realization of special goodwill reserve of TCP

   —      —       —      133,370     —      —      —      —      —       —       133,370  

Write off treasury shares

   —      49,093     —      —       —      —      —      —      —       (49,093 )   —    

Alienation of treasury shares

   —      16     —      —       —      —      —      —      —       —       16  

Donation and Subvention about Motorola

   —      —       —      —       —      224    —      —      —       —       224  

Net income

   —      —       —      —       —      —      —      —      —       275,774     275,774  
    
  

 
  

 
  
  
  
  

 

 

BALANCE AT SEPTEMBER 30, 2005

   1,021,737    —       37,533    586,648     4,505    224    153    107,291    585,355     491,880     2,835,326  
    
  

 
  

 
  
  
  
  

 

 

 

The accompanying notes are an integral part of these financial statements.

 

4


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE CENTRO OESTE CELULAR PARTICIPAÇÕES S.A.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$, unless otherwise indicated)

 

1. OPERATIONS

 

Tele Centro Oeste Celular Participações S.A. (“TCO” or “Company”) is a publicly-traded company which, as of September 30, 2005, is controlled by Telesp Celular Participações S.A. (“TCP”) (90.59% of the voting capital and 52.47% of total capital).

 

TCO is the controlling company of the operators Telegoiás Celular S.A. (“Telegoiás”), Telemat Celular S.A. (“Telemat”), Telems Celular S.A. (“Telems”), Teleron Celular S.A. (“Teleron”), Teleacre Celular S.A. (“Teleacre”) and Norte Brasil Telecom S.A. (“NBT”), which provide mobile telephone services, through the licenses granted, including activities necessary or useful to provide these services in the Mid-West and North of Brazil.

 

The license granted to TCO is effective until July 24, 2006 and those of its subsidiaries have the following terms:

 

Subsidiary


 

Operating area


 

Term of license


Telegoiás

  Goiás and Tocantins   10.29.08

Telemat

  Mato Grosso   03.30.09

Telems

  Mato Grosso do Sul   09.28.09

Teleron

  Rondônia   07.21.09

Teleacre

  Acre   07.15.09

NBT

  Amazonas, Roraima, Amapá, Pará and Maranhão   11.29.13

 

The above licenses are renewable, once only, for a 15-year term, by paying annual charges equivalent to approximately 1% of the annual revenues of the operators.

 

The Company’s business and that of its subsidiaries, including the services it may provide, is regulated by the National Telecommunications Agency (Agência Nacional de Telecomunicações - ANATEL), the telecommunications regulatory agency, in accordance with Law No. 9,472, of July 16, 1997, and respective regulations, decrees, rulings and complementary plans.

 

On March 28, 2005, TCO’s Board approved the corporate restructuring of Teleacre, Telegoiás, Teleron and Telems, through a merger with the parent company, and of Telemat, through a merger with the subsidiary TCO IP S.A. (“TCO IP”). The proposed restructurings were filed with ANATEL on June 7 and June 27, 2005, respectively.

 

The objective of this operation is to obtain financial and operational benefits, among others, through reductions in administrative costs, the cost of publications, and rationalization of the accounting procedures.

 

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Tele Centro Oeste Celular Participações S.A.

 

2. PRESENTATION OF THE FINANCIAL STATEMENTS

 

The financial statements have been prepared in accordance with generally accepted accounting practices in Brazil and Brazilian Corporate Legislation, which include the norms applicable to public telecommunications services concessionaires and the norms and accounting procedures established by the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM).

 

The Company year ends on December 31 of each year. These interim financial statements were prepared to serve as a basis for corporate restructuring purposes, involving the Company, TCP Participações S.A., Tele Leste Celular Participações S.A., Tele Sudeste Celular Participações S.A. and Celular CRT Participações S.A., all of which are publicly-held companies under common share control. The objective of the restructuring is to transfer the share control and the minority participations to TCP, through an exchange of shares. This proposal will require the approval of the shareholders of the various companies involved and, if approved, will be based on the relation of the exchange to the economic value to be established in a report issued by independent experts.

 

Consequently, the balance sheet, the income statement and the statement of changes in shareholders´ equity only include the operations effected in the first nine months of 2005, which are presented without comparison to any prior period. Additionally, in view of the specific purpose of these interim financial statements, the Company is not presenting the statement of changes in financial position.

 

3. SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES

 

  a) Cash and cash equivalents

 

Are considered to be all available balances in cash and banks and all highly liquid temporary cash investments, stated as cost plus interest accrued to the balance sheet date, with original maturity dates of three months or less.

 

  b) Investments

 

Represents goodwill recorded on acquisitions of consolidated subsidiaries and permanent investments in unconsolidated affiliates and subsidiaries that are accounted for under the equity method. The accounting practices of direct and indirect subsidiaries are consistent with those applied by the Company.

 

  c) Income and social contribution taxes

 

Are calculated and recorded based on the tax rates in effect on the balance sheet date, on an accrual basis.

 

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Tele Centro Oeste Celular Participações S.A.

 

  d) Reserve for contingencies

 

The reserve is recorded based on the opinion of external legal and the Company’s management, how to the probable result of the dependent subject, and are update until to date the balance sheet for the probable amount of the loss, observed the nature of each contingency.

 

4. TRADE ACCOUNTS RECEIVABLE, NET

 

     09.30.05

 

Unbilled amounts

   26,100  

Billed amounts

   62,149  

Interconnection

   35,375  

Products sold

   10,283  

(-) Allowance for doubtful accounts

   (8,869 )
    

Total

   125,038  
    

 

5. INVENTORIES

 

     09.30.05

 

Digital handsets

   26,473  

Accessories and others

   142  

(-) Allowance for obsolescence

   (1,272 )
    

Total

   25,343  
    

 

6. DEFERRED AND RECOVERABLE TAXES

 

     09.30.05

Prepaid income and social contribution taxes

   3,187

Withholding income tax

   21,343

Recoverable ICMS (State VAT)

   18,619

Recoverable PIS and COFINS (taxes on revenue)

   744

Other recoverable taxes

   930
    

Total recoverable taxes

   44,823

Deferred income and social contribution taxes

   346,412

ICMS to be appropriated

   1,046
    

Total

   392,281
    

Current

   125,978

Noncurrent

   266,303

 

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Tele Centro Oeste Celular Participações S.A.

 

7. PREPAID EXPENSES

 

     09.30.05

FISTEL fees

   8,080

Advertising

   10,704

Insurance premiums

   23

Financial charges

   171

Other

   1,047
    

Total

   20,025
    

Current

   19,097

Noncurrent

   928

 

8. OTHER ASSETS

 

     09.30.05

Escrow deposits

   12,537

Advances to employees

   989

Credits with suppliers

   7,296

Receivable from Group companies

   3,844

Subsidies on handset sales

   770

Other assets

   887
    

Total

   26,323
    

Current

   13,833

Noncurrent

   12,490

 

9. INVESTMENTS

 

  a) Participation in subsidiaries

 

Investees


   Total interest - %

  

Total common shares

(in thousands)


Telegoiás Celular S.A.

   100.00    6,735

Telemat Celular S.A.

   100.00    711

Telems Celular S.A.

   100.00    1,210

Teleron Celular S.A.

   100.00    727

Teleacre Celular S.A.

   100.00    1,987

Norte Brasil Telecom S.A.

   100.00    72,000

TCO IP S.A.

   99.99    999

 

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Tele Centro Oeste Celular Participações S.A.

 

  b) Information on subsidiaries

 

    

Shareholders’

equity as of


   Net income
(loss) as of


 

Investees


   09.30.05

   09.30.05

 

Telegoiás Celular S.A.

   842,512    129,473  

Telemat Celular S.A.

   521,122    69,767  

Telems Celular S.A.

   362,105    48,588  

Teleron Celular S.A.

   118,077    18,284  

Teleacre Celular S.A.

   61,265    8,902  

Norte Brasil Telecom S.A.

   238,267    26,243  

TCO IP S.A.

   95    (401 )

 

  c) Breakdown and changes

 

The balance of the Company’s investments includes participation in the equity of the direct subsidiaries, goodwill, negative goodwill and an advance for a future capital increase, and other investments, as shown below:

 

     09.30.05

 

Investment in subsidiaries

   1,885,550  

Goodwill on purchase of investments, net

   3,946  

Advance for a future capital increase

   —    

Goodwill recorded on spin-off to operators

   257,893  

Negative goodwill on purchase of participation in NBT

   (2,282 )

Other investments

   22  
    

Balance of investment

   2,145,129  
    

 

10. PROPERTY, PLANT AND EQUIPMENT, NET

 

    

Annual

Depreciation

rates - %


   09.30.05

        Cost

   Accumulated
depreciation


    Net book
value


Transmission equipment

   14.29    354,655    (260,907 )   93,748

Switching equipment

   10.00    123,576    (59,532 )   64,044

Infrastructure

   5.00 to 10.00    73,733    (48,095 )   25,638

Land

   —      2,185    —       2,185

Software use rights

   20.00    85,397    (42,291 )   43,106

Buildings

   4.00    14,525    (6,363 )   8,162

Handsets

   66.67    20,766    (17,275 )   3,491

Other assets

   7.00 to 20.00    48,957    (25,140 )   23,817

Assets and construction in progress

   —      11,388    —       11,388
         
  

 

Total

        735,182    (459,603 )   275,579
         
  

 

 

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Tele Centro Oeste Celular Participações S.A.

 

11. TRADE ACCOUNTS PAYABLE

 

     09.30.05

Suppliers

   49,652

Interconnections

   2,940

Amounts to be transferred - SMP (*)

   23,187

Other

   48
    

Total

   75,827
    

(*) The amounts to be passed on SMP refer to the VC2, VC3 and interconnection charges billed to our clients and passed on to the long-distance operators.

 

12. TAXES PAYABLE

 

     09.30.05

State VAT (ICMS)

   12,778

Income and social contribution taxes

   180

PIS and COFINS

   2,114

FISTEL fees

   157

FUST and FUNTTEL

   289

Other taxes

   984
    

Total

   16,502
    

 

13. LOANS AND FINANCING

 

  a) Debt composition

 

Description


  

Currency


  

Interest


  

Maturity


   09.30.05

Financial institutions:

                   

BNDES

   R$   

TJLP + interest of

3.5% to 4% p.a.

   01.15.06 to 01.15.08    2,762

Export Development Canada - EDC

   US$   

Libor 6m +interest

of 3.9% to 5% p.a.

   11.22.05 to 12.14.06    19,744

Interest

                  615
                   

Total

                  23,121
                   

Current

                  17,380

Noncurrent

                  5,741

 

  b) Coverage

 

As of September 30, 2005, the Company had exchange contracts “hedge” in the amounts of US$9,418 thousand, to hedge all their foreign-exchange liabilities. As of September 30, 2005, the Company and its subsidiaries had recorded an accumulated loss of R$11,599 on these hedge operations, represented by liability balance of R$8,661 under short-term and R$2,938 under long-term.

 

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Tele Centro Oeste Celular Participações S.A.

 

14. OTHER LIABILITIES

 

     09.30.05

Prepaid services

   3,946

Accrual for customer loyalty program (a)

   2,316

Intercompany liabilities

   3,295

Provision for pension plan

   84

Reverse split of shares (b)

   41,829

Other

   2,259
    

Total

   53,729
    

Current

   51,981

Noncurrent

   1,748

(a) The Company and its subsidiaries have customer loyalty programs, in which calls are transformed into points for future exchange for handsets. The accumulated points, net of redemptions, are provisioned, considering historic redemption data, points generated and the average cost of a point.
(b) Refers to the credit made available to the shareholders who are beneficiaries of the excess shares resulting from the reserve split of the Company’s share capital.

 

15. RESERVE FOR CONTINGENCIES

 

The Company and its subsidiaries are parties to certain lawsuits involving labor, tax and civil matters. A reserve was recorded in the accounts for claims in which the probability of an unsuccessful outcome was classified as probable.

 

The composition of the reserves is as follows:

 

     09.30.05

Telebrás

   119,143

Labor

   5

Civil

   3,467

Tax

   9,588
    

Total

   132,203
    

Current

   1,664

Noncurrent

   130,539

 

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Tele Centro Oeste Celular Participações S.A.

 

The changes in the reserve for contingencies in the nine-month period ended September 30, 2005 is as follows:

 

Balance at the beginning of the year

   124,812  

New provisions, net of reversals

   2,021  

Monetary variations

   5,385  

Payments

   (15 )
    

Balance as of September 30

   132,203  
    

 

  15.1. Telebrás

 

Correspond to the original loans from Telecomunicações Brasileiras S.A. - Telebrás, which, according to Appendix 2 of the Spin-off Report dated February 28, 1998, approved by the Shareholders’ General Meeting of May 1998, should be attributed to the corresponding holding company of Telegoiás Celular S.A. and Telebrasília Celular S.A.

 

As it considered that there had been a mistake in the allocation of these loans at the time of the spin-off, the Company suspended the payments and began to restate the debt in accordance with the variation of the IGP-M rate plus 6% interest per annum.

 

In June 1999, the Company filed a suit requesting a statement that the assets corresponding to these liabilities, plus accessories of these assets, are its property, also claiming compensation for the amounts paid.

 

On August 1, 2001, a decision was handed down ruling the requests made by the Company in the declaratory action to be without grounds; however, on October 8, 2001 the Company filed an appeal, which was also ruled groundless, upholding the first level court decision. The Company filed a further appeal that is awaiting judgment by the Supreme Court (STJ).

 

  15.2. Tax litigation

 

  15.2.1. Probable loss

 

No significant new tax claims classified as “probable” losses were incurred in the nine-month period ended September 30, 2005. The changes in the provisions for tax contingencies largely correspond to the monetary restatement on the provisions during the period.

 

  15.2.2. Possible loss

 

No significant new tax claims classified as “possible” losses were incurred in the nine-month period ended September 30, 2005. No significant alterations occurred in the claims indicated in this report since the last financial year.

 

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Tele Centro Oeste Celular Participações S.A.

 

16. SHAREHOLDERS’ EQUITY

 

  a) Capital

 

On March 31, 2005, Company’s capital was increased by R$164,878, without the issue of new shares, by capitalizing that part of the revenue reserves that exceeded the capital as of December 31, 2004.

 

In the General and Extraordinary Shareholders’ Meetings held on March 31, 2005, a reverse split of 386,664,974,968 nominative book-entry shares, without par value, was approved; of these, 129,458,666,783 are common shares and 257,206,308,185 are preferred shares, representing capital, in the proportion of 3,000 (three thousand) shares to 1 (one) share of the same type. Capital now comprises 128,888,325 nominative book - entry shares, without par value, of which 43,152,889 are common shares and 85,735,436 are preferred shares.

 

At the same meeting, the shareholders present unanimously approved ratification of the cancellation of the 1,927,812 common nominative book-entry shares, without par value, held in treasury, without reduction of the capital, pursuant to paragraph 1 of article 30 of Law No. 6,404/76.

 

On July 29, 2005, the Company advised the shareholders of a capital increase of R$63,893, corresponding to the tax benefit of the merged goodwill, effectively realized during the 2004 fiscal year. The capital was increased from R$957,844 to R$1,021,737, with the issue of 3,107,645 new common shares, while assuring the right to preference laid down in article 171 of Law No. 6,404/76. The resources arising from the exercise of the right to preference were credited to Telesp Celular Participações S.A.

 

The capital as of September 30, 2005 comprises shares without par value, as follows:

 

    

Thousands

of shares


     09.30.05

Common shares

   44,333

Preferred shares

   85,735
    

Total

   130,068
    

 

  b) Interest on capital and dividends

 

The preferred shares do not have voting rights, except in the cases stipulated in the bylaws. They are, however, assured priority in the reimbursement of capital, without premium, the right to participate in the dividend to be distributed, corresponding to a minimum of 25% of net income for the financial year, calculated in accordance with article 202 of corporate law, and priority in receiving minimum noncumulative dividends equivalent to the largest of the following values:

 

  b.1) 6% per annum on the amount resulting from dividing the subscribed capital by the total number of Company’s shares.

 

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Tele Centro Oeste Celular Participações S.A.

 

  b.2) 3% per annum on the amount resulting from division of the shareholders’ equity by the total number of Company’s shares, and also the right to participate in distributed income under equal conditions to the common shares, after the latter has been assured a dividend equal to the minimum priority dividend established for the preferred shares.

 

  c) Special goodwill reserve

 

This reserve represents the formation of a special goodwill reserve as a result of the Company’s corporate restructuring, which will be capitalized in favor of the controlling shareholder at the time of effective realization of the tax benefit.

 

  d) Revenue reserve

 

  d.1) Statutory reserve

 

The statutory reserve is calculated based on 5% of net annual income until the reserve reaches 20% of paid-up capital or 30% of capital plus capital reserves; from then on, appropriations to this reserve are no longer compulsory. The purpose of this reserve is to ensure the integrity of capital and it may only be used to offset losses or to increase capital.

 

  d.2) Special reserve for expansion

 

The special reserve for expansion and modernization is based on the capital expenditure budget prepared by management, which shows the need for funds for investment projects for the coming financial year.

 

17. INSURANCE

 

The Company has a policy of monitoring the risks inherent to their operations. Accordingly, as of September 30, 2005, the Companies had insurance policies in effect to cover third-party liability and auto. The Management of the Company considers that the amounts are sufficient to cover possible losses. The principal responsibility covered by insurance and corresponding amounts is shown below:

 

Type


  

Amounts insured


General third-party liability - RCG    R$7,560
Auto (fleet of executive vehicles)    Fipe Table (100%), R$250 for DC and R$50 for DM

 

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FINANCIAL STATEMENTS OF TSD AS OF SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIOD THEN ENDED THAT ACCOMPANY THE DELOITTE TOUCHE TOHMATSU BOOK VALUE REPORT FILED PURSUANT TO RULE 425 ON DECEMBER 6, 2005


Table of Contents

(Convenience Translation into English from the

Original Previously Issued in Portuguese)

 

Tele Sudeste Celular

Participações S.A.

Financial Statements for the Nine-Month

Period September 30, 2005 and

Independent Auditors’ Report

Deloitte Touche Tohmatsu Auditores Independentes


Table of Contents

Tele Sudeste Celular Participações S.A.

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

INDEPENDENT AUDITORS’ REPORT

 

To the Shareholders and Management of

Tele Sudeste Celular Participações S.A.

Rio de Janeiro - RJ

 

1. We have audited the accompanying balance sheet of Tele Sudeste Celular Participações S.A. as of September 30, 2005 and the related statement of income and change in shareholders’ equity for the nine-month period then ended, prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.

 

2. Our work was conducted in accordance with the Brazilian auditing standards and comprised: (a) planning of the work, taking into consideration the significance of the balances, the volume of transactions and the accounting and internal control systems of the Company; (b) checking, on a test basis, the evidence and records that support the amounts and accounting information disclosed; and (c) evaluating the relevant accounting practices and estimates adopted by management, as well as the presentation of the financial statements taken as a whole.

 

3. Considering the special purpose of these financial statements (see Note 2), the Company is not presenting the statement of changes in financial position for the nine-month period ended at September 30, 2005, that is required for a complete presentation of the financial statements in Brazil.

 

4. In our opinion, except for the omission discussed in paragraph 3, that results in an incomplete presentation of the financial statements, the financial statements referred to in paragraph 1 present fairly, in all material respects, the financial position of Tele Sudeste Celular Participações S.A. as of September 30, 2005, the results of its operations and the changes in shareholders’ equity for the nine-month period then ended in accordance with accounting practices adopted in Brazil.

 

5. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

 

São Paulo, December 4, 2005

 

DELOITTE TOUCHE TOHMATSU

  

José Domingos do Prado

Auditores Independentes

  

Engagement Partner

 

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Table of Contents

Tele Sudeste Celular Participações S.A.

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE SUDESTE CELULAR PARTICIPAÇÕES S.A.

 

BALANCE SHEET AS OF SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

ASSETS


   09.30.05

CURRENT ASSETS

    

Cash and cash equivalents

   76

Financial investments

   56,588

Interest on capital and dividends

   28,002

Deferred and recoverable taxes

   4,200

Other assets

   726
    

Total current assets

   89,592

NONCURRENT ASSETS

    

Deferred and recoverable taxes

   55,627

Other assets

   530
    

Total noncurrent assets

   56,157

PERMANENT ASSETS

    

Investments

   1,990,421

Property, plant and equipment, net

   108
    

Total permanent assets

   1,990,529
    

TOTAL ASSETS

   2,136,278
    

LIABILITIES AND SHAREHOLDERS’ EQUITY


   09.30.05

CURRENT LIABILITIES

    

Payroll and related accruals

   446

Trade accounts payable

   4,822

Taxes payable

   2,582

Interest on capital and dividends payable

   35,496

Reserve for contingencies

   2

Other liabilities

   44,104
    

Total current liabilities

   87,452

SHAREHOLDERS’ EQUITY

    

Capital

   927,945

Capital reserves

   170,449

Revenue reserves

   235,207

Retained earnings

   715,094
    

Total shareholders’ equity

   2,048,695

FUNDS FOR CAPITALIZATION

   131
    

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   2,136,278
    

 

The accompanying notes are an integral part of these financial statements.

 

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Table of Contents

Tele Sudeste Celular Participações S.A.

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE SUDESTE CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF INCOME

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

     09.30.05

 

OPERATING REVENUES (EXPENSES)

      

General and administrative expenses

   (3,806 )

Other operating expenses

   (11 )

Other operating revenue

   635  

Equity pick-up

   73,250  
    

     70,068  

OPERATING INCOME BEFORE FINANCIAL INCOME (EXPENSES)

   70,068  
    

Financial income

   10,124  

INCOME BEFORE TAXES

   80,192  
    

Income and social contribution taxes

   (2,230 )
    

NET INCOME FOR THE PERIOD

   77,962  
    

 

The accompanying notes are an integral part of these financial statements.

 

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Tele Sudeste Celular Participações S.A.

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE SUDESTE CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

          Capital reserve

   Income reserve

         
     Share
capital


   Goodwill

    Tax
incentive


   Statutory
reserve


   Reserve
for expansion


   Retained
earnings


   Total

BALANCE AT DECEMBER 31, 2004

   891,460    203,345     3,589    54,910    180,297    637,132    1,970,733

Capital increase with reserve

   36,485    (36,485 )   —      —      —      —      —  

Net income

   —      —       —      —      —      77,962    77,962
    
  

 
  
  
  
  

BALANCE AT SEPTEMBER 30, 2005

   927,945    166,860     3,589    54,910    180,297    715,094    2,048,695
    
  

 
  
  
  
  

 

The accompanying notes are an integral part of these financial statements.

 

4


Table of Contents

Tele Sudeste Celular Participações S.A.

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE SUDESTE CELULAR PARTICIPAÇÕES S.A.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$, unless otherwise indicated)

 

1. OPERATIONS

 

Tele Sudeste Celular Participações S.A. (“Tele Sudeste” or “Company”) is a publicly-traded company which, as of September 30, 2005, is controlled by Brasilcel N.V. (50.47% of total capital), Sudestecel Participações S.A. (25.54% of total capital), Tagilo Participações Ltda. (10.90% of total capital) and Avista Participações Ltda. (4.11% of total capital). Sudestecel, Tagilo and Avista are wholly-owned subsidiaries of Brasilcel N.V.

 

Brasilcel N.V. is jointly controlled by Telefónica Móviles, S.A. (50.00% of total capital), PT Móveis, Serviços de Telecomunicações, SGPS, S.A. (49.999% of total capital) and Portugal Telecom, SGPS, S.A. (0.001% of total capital).

 

Tele Sudeste has a full controlling interest in the operators Telerj Celular S.A. (“Telerj”) and Telest Celular S.A. (“Telest”), which provide mobile telephone services in the States of Rio de Janeiro and Espírito Santo, respectively, including activities necessary or useful to perform the services, in accordance with the licenses granted to them.

 

The licenses granted to Telerj and Telest are valid until November 30, 2005 and November 30, 2008, respectively, and are renewable, once only, for a 15-year term, by means of the payment of charges equivalent to approximately 1% of the annual billing of the operators.

 

The business of the subsidiaries, including the services they may provide, are regulated by the National Telecommunications Agency (Agência Nacional de Telecomunicações - ANATEL), the telecommunications regulatory agency, in accordance with Law No. 9,472, of July 16, 1997, and complementary regulations, decrees, rulings and plans.

 

On July 29, 2005, the Company’s Board of Directors approved the corporate restructuring of Telest Celular S.A. by a merger with Telerj Celular S.A. The proposed restructuring was submitted to ANATEL on September 6, 2005.

 

The objective of this operation was to obtain financial and operational benefits, among others, with a reduction in administrative costs and publications, as well as rationalization of accounting procedures.

 

2. PRESENTATION OF THE FINANCIAL STATEMENTS

 

The financial statements have been prepared in accordance with generally accepted accounting practices in Brazil and Brazilian Corporate Legislation, which include the norms applicable to public telecommunications services concessionaires and the norms and accounting procedures established by the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM).

 

5


Table of Contents

Tele Sudeste Celular Participações S.A.

 

The Company year ends on December 31 of each year. These interim financial statements were prepared to serve as a basis for corporate restructuring purposes, involving the Company, TCP Participações S.A., Tele Leste Celular Participações S.A., Tele Centro Oeste Celular Participações S.A. and Celular CRT Participações S.A., all of which are publicly-held companies under common share control. The objective of the restructuring is to transfer the share control and the minority participations to TCP, through an exchange of shares. This proposal will require the approval of the shareholders of the various companies involved and, if approved, will be based on the relation of the exchange to the economic value to be established in a report issued by independent experts.

 

Consequently, the balance sheet, the income statement and the statement of changes in shareholders’ equity only include the operations effected in the first nine months of 2005, which are presented without comparison to any prior period. Additionally, in view of the specific purpose of these interim financial statements, the Company is not presenting the statement of changes in financial position.

 

3. SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES

 

  a) Cash and cash equivalents

 

Are considered to be all available balances in cash and banks and all highly liquid temporary cash investments, stated as cost plus interest accrued to the balance sheet date, with original maturity dates of three months or less.

 

  b) Investments

 

Represents goodwill recorded on acquisitions of consolidated subsidiaries and permanent investments in unconsolidated affiliates and subsidiaries that are accounted for under the equity method. The accounting practices of direct and indirect subsidiaries are consistent with those applied by the Company.

 

  c) Income and social contribution taxes

 

Are calculated and recorded based on the tax rates in effect on the balance sheet date, on an accrual basis.

 

  d) Reserve for contingencies

 

The reserve is recorded based on the opinion of external legal and the Company’s management, how to the probable result of the dependent subject, and are update until to date the balance sheet for the probable amount of the loss, observed the nature of each contingency.

 

6


Table of Contents

Tele Sudeste Celular Participações S.A.

 

4. DEFERRED AND RECOVERABLE TAXES

 

     09.30.05

Prepaid income and social contribution taxes

   57,970

Withholding income tax

   979

Other recoverable taxes

   242
    

Total recoverable taxes

   59,191

Deferred income and social contribution taxes

   636
    

Total

   59,827
    

Current

   4,200

Noncurrent

   55,627

 

5. OTHER ASSETS

 

     09.30.05

Advances to employees

   14

Receivable from Group companies

   677

Tax incentives

   530

Other assets

   35
    

Total

   1,256
    

Current

   726

Noncurrent

   530

 

6. INVESTMENTS

 

  a) Participation in subsidiaries

 

Investees


  

Total

interest - %


  

Total common
shares

(in thousands)


  

Shareholders’
equity as of

30.09.05


  

Net income

(loss) as of

30.09.05


Telerj Celular S.A.

   100    30,449    1,633,657    17,582

Telest Celular S.A.

   100    2,039    356,764    55,668

 

  b) Movement

 

The movement of the investments of Controlled, of period nine month end of September 30, 2005, is as follow:

 

     09.30.05

Amount in the begin year

   1,917,171

Equity

   73,250
    

Amount of September 30

   1,990,421
    

 

7


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Tele Sudeste Celular Participações S.A.

 

7. OTHER LIABILITIES

 

     09.30.05

Intercompany liabilities

   7,037

Reverse split of shares (a)

   37,067
    

Total

   44,104
    
 
  (a) Refers to the credit made available to shareholders who are beneficiaries of the excess shares resulting from the reverse split of the Company’s share capital.

 

8. SHAREHOLDERS’ EQUITY

 

  a) Capital

 

An Extraordinary Shareholders’ Meeting held on March 29, 2005 approved a reverse split of the 449,009,994,135 nominative book-entry shares, without par value, comprising 189,434,957,933 common shares and 259,575,036,202 preferred shares, representing capital, in the proportion of 5,000 (five thousand) shares to 1 (one) share of the same class. Capital now comprises 89,801,999 nominative book-entry shares, without par value, of which 37,886,992 are common shares and 51,915,007 are preferred shares.

 

On July 29, 2005, the Company advised the shareholders of a capital increase of R$36,485, corresponding to the tax benefit from the merged goodwill, effectively realized during the 2004 fiscal year. The capital increased from R$891,460 to R$927,945, with the issue of 2,029,225 new common shares, guaranteeing the right of preference as established in article 171 of Law No. 6,404/76, and establishing that funds arising from possible future exercise of the right of preference should be credited to the companies Sudestecel Participações S.A. and Tagilo Participações Ltda.

 

The capital as of September 30, 2005 comprises shares without par value, as follows:

 

    

Thousands

of shares

09.30.05


Common shares

   39,916

Preferred shares

   51,915
    

Total

   91,831
    

 

  b) Interest on capital and dividends

 

The preferred shares do not have voting rights, except in the cases stipulated in the bylaws. They are, however, assured priority in the reimbursement of capital, without premium, and the right to participate in a dividend 10% higher than that attributed to each common share.

 

The dividends are calculated in accordance with the Company’s bylaws and corporate law, which establishes a minimum dividend of 25% of income for the financial year.

 

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Tele Sudeste Celular Participações S.A.

 

  c) Special goodwill reserve

 

This reserve represents the formation of a special goodwill reserve as a result of the Company’s corporate restructuring, which is being capitalized in favor of the controlling shareholder at the time of effective realization of the tax benefit.

 

  d) Revenue reserve

 

  d.1) Statutory reserve

 

The statutory reserve is calculated based on 5% of net annual income until the reserve reaches 20% of capital or 30% of capital plus capital reserves; from then on, appropriations to this reserve are no longer compulsory. The purpose of this reserve is to ensure the integrity of capital and it may only be used to set off losses or to increase capital.

 

  d.2) Other revenue reserves

 

The special reserve for expansion and modernization is based on the capital expenditure budget prepared by management, which demonstrates the need for funds for investment projects for the coming financial years.

 

9. INSURANCE

 

The Company has a policy of monitoring the risks inherent in its operations. Accordingly, as of September 30, 2005, the Companies had insurance policies in effect to cover third-party liability. The Management of the Company’s considers that the amounts are sufficient to cover possible losses. The principal responsibility covered by insurance and corresponding amounts is shown below:

 

Type


   Amounts insured

General third-party liability - RCG

   R$ 7,560

 

9


Table of Contents

FINANCIAL STATEMENTS OF TLE AS OF SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIOD THEN ENDED THAT ACCOMPANY THE DELOITTE TOUCHE TOHMATSU BOOK VALUE REPORT FILED PURSUANT TO RULE 425 ON DECEMBER 6, 2005


Table of Contents

(Convenience Translation into English from the

Original Previously Issued in Portuguese)

 

 

Tele Leste Celular

Participações S.A.

 

Financial Statements for the Nine-Month

Period September 30, 2005 and

Independent Auditors’ Report

 

 

Deloitte Touche Tohmatsu Auditores Independentes


Table of Contents

Tele Leste Celular Participações S.A.

 

 

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

INDEPENDENT AUDITORS’ REPORT

 

To the Shareholders and Management of

Tele Leste Celular Participações S.A.

Salvador - BA

 

 

1. We have audited the accompanying balance sheet of Tele Leste Celular Participações S.A. as of September 30, 2005 and the related statement of loss and change in shareholders’ equity for the nine-month period then ended, prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.

 

2. Our work was conducted in accordance with the Brazilian auditing standards and comprised: (a) planning of the work, taking into consideration the significance of the balances, the volume of transactions and the accounting and internal control systems of the Company; (b) checking, on a test basis, the evidence and records that support the amounts and accounting information disclosed; and (c) evaluating the relevant accounting practices and estimates adopted by management, as well as the presentation of the financial statements taken as a whole.

 

3. Considering the special purpose of these financial statements (see Note 2), the Company is not presenting the statement of changes in financial position for the nine-month period ended at September 30, 2005, that is required for a complete presentation of the financial statements in Brazil.

 

4. In our opinion, except for the omission discussed in paragraph 3, that results in an incomplete presentation of the financial statements, the financial statements referred to in paragraph 1 present fairly, in all material respects, the financial position of Tele Leste Celular Participações S.A. as of September 30, 2005, the results of its operations and the changes in shareholders’ equity for the nine-month period then ended in accordance with accounting practices adopted in Brazil.

 

5. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

 

São Paulo, December 4, 2005

 

DELOITTE TOUCHE TOHMATSU    José Domingos do Prado
Auditores Independentes    Engagement Partner

 

1


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE LESTE CELULAR PARTICIPAÇÕES S.A.

 

BALANCE SHEET AS OF SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

ASSETS


   09.30.05

CURRENT ASSETS

    

Cash and cash equivalents

   97

Financial investments

   9

Interest on capital and dividends

   2,890

Deferred and recoverable taxes

   512

Other assets

   210
    

Total current assets

   3,718

NONCURRENT ASSETS

    

Deferred and recoverable taxes

   12,780
    

Total noncurrent assets

   12,780

PERMANENT ASSETS

    

Investments

   310,990
    

Total permanent assets

   310,990
    

TOTAL ASSETS

   327,488
    

 

LIABILITIES AND SHAREHOLDERS' EQUITY


   09.30.05

 

CURRENT LIABILITIES

      

Payroll and related accruals

   107  

Trade accounts payable

   448  

Taxes payable

   197  

Loans and financing

   232  

Derivative contracts

   26  

Interest on capital and dividends payable

   443  

Other liabilities

   5,583  
    

Total current liabilities

   7,036  

LONG-TERM LIABILITIES

      

Loans and financing

   385  
    

Total long-term liabilities

   385  

SHAREHOLDERS’ EQUITY

      

Capital

   306,830  

Capital reserves

   126,419  

Accumulated deficit

   (113,219 )
    

Total shareholders’ equity

   320,030  

FUNDS FOR CAPITALIZATION

   37  
    

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   327,488  
    

 

The accompanying notes are an integral part of these financial statements.

 

2


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE LESTE CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF LOSS

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

     09.30.05

 

OPERATING REVENUE (EXPENSES)

      

General and administrative expenses

   (2,365 )

Other operating revenue

   93  

Equity pick-up

   (53,343 )
    

     (55,615 )

OPERATING LOSS BEFORE FINANCIAL INCOME (EXPENSES)

   (55,615 )
    

Financial income

   1,121  
    

LOSS FOR THE PERIOD

   (54,494 )
    

 

The accompanying notes are an integral part of these financial statements.

 

3


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE LESTE CELULAR PARTICIPAÇÕES S.A.

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

    Share
capital


    Treasury
shares


    Capital reserve

  Income reserve

 

Accumulated

loss


    Total

 
        Goodwiil

   

Tax

incentive


 

Statutory

reserve


  Expansion and
modernization


   

BALANCE AT DECEMBER 31, 2004

  306,375     (35 )   126,909     —     —     —     (58,725 )   374,524  

Write off treasury stock

  (35 )   35     —       —     —     —     —       —    

Capital increase of owner reorganization

  490     —       (490 )   —     —     —     —       —    

Net loss

  —       —       —       —     —     —     (54,494 )   (54,494 )
   

 

 

 
 
 
 

 

BALANCE AT SEPTEMBER 30, 2005

  306,830     —       126,419     —     —     —     (113,219 )   320,030  
   

 

 

 
 
 
 

 

 

The accompanying notes are an integral part of these financial statements.

 

4


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

TELE LESTE CELULAR PARTICIPAÇÕES S.A.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$, unless otherwise indicated)

 

1. OPERATIONS

 

Tele Leste Celular Participações S.A. (“Tele Leste” or “Company”) is a publicly-traded company which, as of September 30, 2005, is controlled by Sudestecel Participações S.A. (22.26% of total capital), Brasilcel N.V. (3.36% of total capital), Tagilo Participações Ltda. (2.4% of total capital) and Avista Participações Ltda. (22.65% of total capital). Sudestecel Participações S.A., Tagilo Participações Ltda. and Avista Participações Ltda. are wholly-owned subsidiaries of Brasilcel N.V.

 

Brasilcel N.V. is jointly controlled by Telefónica Móviles, S.A. (50% of total capital), PT Móveis, Serviços de Telecomunicações, SGPS, S.A. (49.999% of total capital) and Portugal Telecom, SGPS, S.A. (0.001% of total capital).

 

Tele Leste has a full controlling interest in the operators Telebahia Celular S.A. (“Telebahia”) and Telergipe Celular S.A. (“Telergipe”), which provide mobile telephone services in the States of Bahia and Sergipe, including activities necessary or useful to the performance of these services, in conformity with the licenses granted to them.

 

The licenses granted to the subsidiaries Telebahia and Telergipe are valid until June 29 and December 15, 2008, respectively, and are renewable, once only, for a 15-year term, by payment of charges equivalent to approximately 1% of the annual billing of the operators.

 

The business of the subsidiaries, including the services they may provide, is regulated by the National Telecommunications Agency (Agência Nacional de Telecomunicações - ANATEL), the telecommunications regulatory agency, in accordance with Law No. 9,472, of July 16, 1997, and respective complementary regulations, decrees, rulings and plans.

 

On July 29, 2005, the Board of the Company approved the corporate restructuring of Telergipe Celular S.A. through a merger with Telebahia Celular S.A. The proposed restructuring was filed with ANATEL on September 8, 2005.

 

The purpose of this operation is to obtain financial and operational benefits, among others, through reductions in administrative costs, the cost of publications, and rationalization of the accounting procedures.

 

5


Table of Contents

Tele Leste Celular Participações S.A.

 

2. PRESENTATION OF THE FINANCIAL STATEMENTS

 

The financial statements have been prepared in accordance with generally accepted accounting practices in Brazil and Brazilian Corporate Legislation, which include the norms applicable to public telecommunications services concessionaires and the norms and accounting procedures established by the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM).

 

The Company year ends on December 31 of each year. These interim financial statements were prepared to serve as a basis for corporate restructuring purposes, involving the Company, TCP Participações S.A., Tele Sudeste Celular Participações S.A., Tele Centro Oeste Celular Participações S.A. and Celular CRT Participações S.A., all of which are publicly-held companies under common share control. The objective of the restructuring is to transfer the share control and the minority participations to TCP, through an exchange of shares. This proposal will require the approval of the shareholders of the various companies involved and, if approved, will be based on the relation of the exchange to the economic value to be established in a report issued by independent experts.

 

Consequently, the balance sheet, the income statement and the statement of changes in shareholders´ equity only include the operations effected in the first nine months of 2005, which are presented without comparison to any prior period. Additionally, in view of the specific purpose of these interim financial statements, the Company is not presenting the statement of changes in financial position.

 

3. SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES

 

  a) Cash and cash equivalents

 

Are considered to be all available balances in cash and banks and all highly liquid temporary cash investments, stated as cost plus interest accrued to the balance sheet date, with original maturity dates of three months or less.

 

  b) Investments

 

Represents goodwill recorded on acquisitions of consolidated subsidiaries and permanent investments in unconsolidated affiliates and subsidiaries that are accounted for under the equity method. The accounting practices of direct and indirect subsidiaries are consistent with those applied by the Company.

 

  c) Income and social contribution taxes

 

Are calculated and recorded based on the tax rates in effect on the balance sheet date, on an accrual basis.

 

  d) Reserve for contingencies

 

The reserve is recorded based on the opinion of external legal and the Company’s management, how to the probable result of the dependent subject, and are update until to date the balance sheet for the probable amount of the loss, observed the nature of each contingency.

 

6


Table of Contents

Tele Leste Celular Participações S.A.

 

4. DEFERRED AND RECOVERABLE TAXES

 

     30.09.05

Prepaid income and social contribution taxes

   12,662

Withholding income tax

   6

Other recoverable taxes

   360
    

Total recoverable taxes

   13,028
    

Deferred income and social contribution taxes

   264
    

Total

   13,292
    

Current

   512

Noncurrent

   12,780

 

The Company did not recognize deferred income and social contribution taxes on tax losses, negative basis and temporary differences, as there is no likelihood of taxable income in the short-term.

 

5. INVESTMENTS

 

  a) Participation in subsidiaries

 

Investees


  

Total

interest - %


  

Total common

shares

(in thousands)


   Shareholders’
equity as of
30.09.05


  

Net income

(loss) as of
30.09.05


 

Telebahia Celular S.A.

   100    17,998    250,626    (64,922 )

Telergipe Celular S.A.

   100    1,011    60,364    11,579  

 

6. OTHER LIABILITIES

 

     09.30.05

Intercompany liabilities

   18

Reverse split of shares (a)

   5,565
    

Total

   5,583
    

  (a) Refers to the credit made available to shareholders who are beneficiaries of the excess shares resulting from the reverse split of the Company’s share capital.

 

7


Table of Contents

Tele Leste Celular Participações S.A.

 

7. SHAREHOLDERS’ EQUITY

 

  a) Capital

 

In the Ordinary and Extraordinary Shareholders’ Meeting held on March 28, 2005, a reverse split of 480,618,117,605 nominative book-entry shares, without par value, was approved, comprising 167,232,225,653 common shares and 313,385,891,952 preferred shares, representing capital, in the proportion of 50,000 (fifty thousand) shares to 1 (one) share of the same type. Capital now comprises 9,612,363 nominative book-entry shares, without par value, of which 3,344,645 are common shares and 6,267,718 are preferred shares.

 

At the same meeting, the shareholders present unanimously approved ratification of the cancellation of the 51,355,078 nominative book-entry shares, without par value, comprising 252,498 common shares and 51,102,580 preferred shares, held in treasury, derived from the reimbursement of the shareholders that did not approve, in the Extraordinary Shareholders’ Meeting, the corporate reorganization that resulted in the merger of the shares of the subsidiaries and the reduction in capital from R$306,375 to R$306,340, in accordance with paragraph 6 of Law No. 6,404/76.

 

On July 28, 2005, the Company advised the shareholders of the capital increase of R$489,733.56, corresponding to the tax benefit of the merged goodwill, effectively realized during the 2004 fiscal year. The capital was increased from R$306,340,505.99 to R$306,830,239.55, with the issue of 31,915 new common shares, guaranteeing the right of preference as established in article 171 of Law No. 6,404/76, and establishing that funds arising from possible future exercise of the right of preference were credited to the Sociedade Sudestecel Participações S.A.

 

The capital as of September 30 comprises book-entry nominal shares without par value, as follows:

 

    

Thousands

of shares

09.30.05


Common shares

   3,376

Preference shares

   6,268
    
     9,644
    

 

  b) Interest on capital and dividends

 

The preferred shares do not have voting rights, except in the cases stipulated in articles 3 and 7 of the bylaws. They are, however, assured priority to receive dividends 10% higher than those allocated to common shares, or a preferential minimum noncumulative annual dividend of 6% of capital attributable to these shares, whichever is higher. In the case of payment of the minimum preferential dividend of 6% of capital per annum referring to the preferred shares, if there is sufficient balance available after distribution to the holders of preferred shares, the bearers of the common shares will receive the same amount in dividends per share as the preferred shares.

 

8


Table of Contents

Tele Leste Celular Participações S.A.

 

At the Ordinary General Meeting on March 28, 2005, the preferred shares are entitled to full voting rights, in accordance with article 111, paragraph 1, of Law No. 6,474/76, due to the fact that minimum dividends on preferred shares were not paid for three consecutive years.

 

  c) Special goodwill reserve

 

This reserve represents a special goodwill reserve formed as a result of the Company’s corporate restructuring, which will be capitalized in favor of the controlling shareholder at the time of effective realization of the tax benefit.

 

  8. INSURANCE

 

The Company has a policy of monitoring the risks inherent in its operations. Accordingly, as of September 30, 2005, the Companies had insurance policies in effect to cover third-party liability. The Management of the Company’s considers that the amounts are sufficient to cover possible losses. The principal responsibility covered by insurance and corresponding amounts is shown below:

 

Type


   Insured amounts

General third-party liability - RCG

   R$ 7,560

 

9


Table of Contents

FINANCIAL STATEMENTS OF CRTPART AS OF SEPTEMBER 30, 2005 AND FOR THE NINE-MONTH PERIOD THEN ENDED THAT ACCOMPANY THE DELOITTE TOUCHE TOHMATSU BOOK VALUE REPORT FILED PURSUANT TO RULE 425 ON DECEMBER 6, 2005


Table of Contents

(Convenience Translation into English from the

Original Previously Issued in Portuguese)

 

 

Celular CRT

Participações S.A.

 

Financial Statements for the Nine-Month

Period September 30, 2005 and

Independent Auditors’ Report

 

 

 

Deloitte Touche Tohmatsu Auditores Independentes


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

INDEPENDENT AUDITORS’ REPORT

 

To the Shareholders and Management of

Celular CRT Participações S.A.

Porto Alegre - RS

 

1. We have audited the accompanying balance sheet of Celular CRT Participações S.A. as of September 30, 2005 and the related statement of income and change in shareholders’ equity for the nine-month period then ended, prepared under the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements.

 

2. Our work was conducted in accordance with the Brazilian auditing standards and comprised: (a) planning of the work, taking into consideration the significance of the balances, the volume of transactions and the accounting and internal control systems of the Company; (b) checking, on a test basis, the evidence and records that support the amounts and accounting information disclosed; and (c) evaluating the relevant accounting practices and estimates adopted by management, as well as the presentation of the financial statements taken as a whole.

 

3. Considering the special purpose of these financial statements (see Note 2), the Company is not presenting the statement of changes in financial position for the nine-month period ended at September 30, 2005, that is required for a complete presentation of the financial statements in Brazil.

 

4. In our opinion, except for the omission discussed in paragraph 3, that results in an incomplete presentation of the financial statements, the financial statements referred to in paragraph 1 present fairly, in all material respects, the financial position of Celular CRT Participações S.A. as of September 30, 2005, the results of its operations and the changes in shareholders’ equity for the nine-month period then ended in accordance with accounting practices adopted in Brazil.

 

5. The accompanying financial statements have been translated into English for the convenience of readers outside Brazil.

 

São Paulo, December 4, 2005

 

DELOITTE TOUCHE TOHMATSU       José Domingos do Prado
Auditores Independentes       Engagement Partner

 

2


Table of Contents

(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

CELULAR CRT PARTICIPAÇÕES S.A.

 

BALANCE SHEET AS OF SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

ASSETS


   09.30.05

CURRENT ASSETS

    

Cash and cash equivalents

   82

Financial investments

   2,646

Deferred and recoverable taxes

   19,889

Interest on capital and dividends receivable

   74,255

Other assets

   357
    

Total current assets

   97,229

NONCURRENT ASSETS

    

Deferred and recoverable taxes

   45,307

Other assets

   130
    

Total noncurrent assets

   45,437

PERMANENT ASSETS

    

Investments

   1,155,674
    

Total permanent assets

   1,155,674
    

TOTAL ASSETS

   1,298,340
    

 

LIABILITIES AND SHAREHOLDERS’ EQUITY


   09.30.05

 

CURRENT LIABILITIES

      

Payroll and related accruals

   201  

Trade accounts payable

   634  

Interest on capital and dividends payable

   68,227  

Reserve for contingencies

   309  

Other liabilities

   4,812  
    

Total current liabilities

   74,183  

SHAREHOLDERS’ EQUITY

      

Capital

   327,522  

Treasury shares

   (11,070 )

Capital reserves

   498,420  

Revenue reserves

   304,815  

Retained earnings

   104,470  
    

Total shareholders’ equity

   1,224,157  
    

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   1,298,340  
    

 

The accompanying notes are an integral part of these financial statements.

 

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(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

CELULAR CRT PARTICIPAÇÕES S.A.

 

STATEMENT OF INCOME

FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

     09.30.05

 

OPERATING REVENUES (EXPENSES)

      

General and administrative expenses

   (4,525 )

Other operating expenses

   (390 )

Other operating revenue

   277  

Equity pick-up

   107,008  
    

     102,370  
    

OPERATING INCOME BEFORE FINANCIAL INCOME (EXPENSES)

   102,370  

Financial expenses

   (56 )

Financial income

   1,846  

Interest on capital receivable

   2,500  
    

OPERATING INCOME

   106,660  

Nonoperating expenses

   (1 )
    

INCOME BEFORE TAXES

   106,659  

Income and social contribution taxes

   311  
    

INCOME BEFORE REVERSAL OF INTEREST ON CAPITAL

   106,970  

Reversal of interest on capital

   (2,500 )
    

NET INCOME FOR THE PERIOD

   104,470  
    

 

The accompanying notes are an integral part of these financial statements.

 

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CELULAR CRT PARTICIPAÇÕES S.A.

 

STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$)

 

    

Share
capital


  

Treasury
shares


    Capital reserves

    Income reserve

   

Retained
earnings


  

Total


          Subscribed
goodwill


    Statutory
reserve


   Contingency
reserve


   Reserve
for expansion


      

BALANCE AT DECEMBER 31, 2004

   257,294    (11,070 )   473,600     30,439    11,070    300,244     —      1,061,577

Capital increase

   70,228    —       (33,290 )   —      —      (36,938 )   —      —  

Constitution Goodwill Reserve

   —      —       58,110     —      —      —       —      58,110

Net income

   —      —       —       —      —      —       104,470    104,470
    
  

 

 
  
  

 
  

BALANCE AT SEPTEMBER 30, 2005

   327,522    (11,070 )   498,420     30,439    11,070    263,306     104,470    1,224,157
    
  

 

 
  
  

 
  

 

The accompanying notes are an integral part of these financial statements.

 

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(Convenience Translation into English from the Original Previously Issued in Portuguese)

 

CELULAR CRT PARTICIPAÇÕES S.A.

 

NOTES TO THE FINANCIAL STATEMENTS

FOR THE NINE-MONTH PERIOD SEPTEMBER 30, 2005

(In thousands of Brazilian reais - R$, unless otherwise indicated)

 

1. OPERATIONS

 

Celular CRT Participações S.A. (“CRT” or “Company”) is a publicly-traded company which, as of September 30, 2005, is controlled by TBS Celular Participações S.A. (29.06% of total capital), Brasilcel N.V. (23.29% of total capital) and Avista Participações Ltda. (15.09% of total capital). TBS Celular Participações S.A. has an interest in Brasilcel N.V. (96.27% of total capital). Avista Participações Ltda. is a wholly-owned subsidiary of Brasilcel N.V.

 

Brasilcel N.V. is jointly controlled by Telefónica Móviles, S.A. (50.00% of the total capital), PT Móveis, Serviços de Telecomunicações, SGPS, S.A. (49.999% of the total capital), and Portugal Telecom, SGPS, S.A. (0.001% of the total capital).

 

CRT has a full controlling interest in the operator Celular CRT S.A., which provides mobile telephone services in the State of Rio Grande do Sul, including activities necessary or useful to performing such services, through the license it was granted.

 

The license granted to the subsidiary Celular CRT S.A. is valid until December 17, 2007, and renewable, once only, for an additional term of 15-year term, by paying annual rates equivalent to approximately 1% of the operator’s annual revenues.

 

The subsidiary’s business, including the services that it may provide, is regulated by the National Telecommunications Agency (Agência Nacional de Telecomunicações - ANATEL), the telecommunications regulatory agency, in accordance with Law No. 9,472, of July 16, 1997, and respective regulations, decrees, decisions and plans.

 

On November 4, 2004, the Board of Directors approved the corporate restructuring of Celular CRT S.A., through a merger with Celular CRT Participações S.A. The proposed restructuring was approved by ANATEL on June 22, 2005.

 

The objective of this operation is to obtain financial and operational benefits, through the reduction of administrative costs, publications and the rationalization of accounting procedures.

 

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Celular CRT Participações S.A.

 

2. PRESENTATION OF THE FINANCIAL STATEMENTS

 

The financial statements have been prepared in accordance with generally accepted accounting practices in Brazil and Brazilian Corporate Legislation, which include the norms applicable to public telecommunications services concessionaires and the norms and accounting procedures established by the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM).

 

The Company year ends on December 31 of each year. These interim financial statements were prepared to serve as a basis for corporate restructuring purposes, involving the Company, TCP Participações S.A., Tele Leste Celular Participações S.A., Tele Sudeste Celular Participações S.A. and Tele Centro Oeste Celular Participações S.A., all of which are publicly-held companies under common share control. The objective of the restructuring is to transfer the share control and the minority participations to TCP, through an exchange of shares. This proposal will require the approval of the shareholders of the various companies involved and, if approved, will be based on the relation of the exchange to the economic value to be established in a report issued by independent experts.

 

Consequently, the balance sheet, the income statement and the statement of changes in shareholders´ equity only include the operations effected in the first nine months of 2005, which are presented without comparison to any prior period. Additionally, in view of the specific purpose of these interim financial statements, the Company is not presenting the statement of changes in financial position.

 

3. SUMMARY OF THE PRINCIPAL ACCOUNTING PRACTICES

 

  a) Cash and cash equivalents

 

Are considered to be all available balances in cash and banks and all highly liquid temporary cash investments, stated as cost plus interest accrued to the balance sheet date, with original maturity dates of three months or less.

 

  b) Investments

 

Represents goodwill recorded on acquisitions of consolidated subsidiaries and permanent investments in unconsolidated affiliates and subsidiaries that are accounted for under the equity method. The accounting practices of direct and indirect subsidiaries are consistent with those applied by the Company.

 

  c) Income and social contribution taxes

 

Are calculated and recorded based on the tax rates in effect on the balance sheet date, on an accrual basis.

 

  d) Reserve for contingencies

 

The reserve is recorded based on the opinion of external legal and the Company’s management, how to the probable result of the dependent subject, and are update until to date the balance sheet for the probable amount of the loss, observed the nature of each contingency.

 

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Celular CRT Participações S.A.

 

4. DEFERRED AND RECOVERABLE TAXES

 

     09.30.05

Prepaid income and social contribution taxes

   129

Withholding income tax

   982
    

Total recoverable taxes

   1,111

Deferred income and social contribution taxes

   64,085
    

Total

   65,196
    

Current

   19,889

Noncurrent

   45,307

 

5. INVESTMENTS

 

  a) Participation in subsidiary

 

Investee


  

Total

interest - %


  

Total common

shares

(in thousands)


  

Shareholders’

equity as of

09.30.05


  

Net

income as of

09.30.05


           

Celular CRT S.A.

   100    445,440    1,155,674    107,008

 

6. OTHER LIABILITIES

 

     09.30.05

Intercompany liabilities

   12

Reverse split of shares (a)

   4,749

Other

   51
    

Total

   4,812
    

    
  (a) Refers to the credit made available to shareholders who are beneficiaries of the excess shares resulting from the reverse split of the Company’s share capital.

 

7. SHAREHOLDERS’ EQUITY

 

  a) Capital

 

On March 30, 2005, the Company’s capital was increased by R$36,938, without the issue of new shares, by capitalizing that part of its revenue reserves that exceeded the value of its capital as of December 31, 2004.

 

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Celular CRT Participações S.A.

 

In the General and Extraordinary Shareholders’ Meetings held on March 30, 2005, a reverse split of 3,235,095,228 nominative book-entry shares, without par value, was approved, comprising 1,350,917,074 common shares and 1,884,178,154 preferred shares, representing capital, in the proportion of 100 (one hundred) shares to 1 (one) share of the same type. Capital is now represented by 32,350,952 nominative book-entry shares, without par value, comprising 13,509,171 common shares and 18,841,782 preferred shares.

 

On July 29, 2005, the Company advised the shareholders of a capital increase of R$33,290,159.91, corresponding to the tax benefit of the merged goodwill, effectively realized during the fiscal year 2004. The capital was increased from R$294,232,290.38 to R$327,522,450.29, with the issue of 929,892 new common shares, with guarantees for the preferential rights included in article 171 of Law No. 6,404/76. During the period, the funds resulting from the exercising of preferential rights were credited to TBS Celular Participações S.A.

 

The capital as of September 30, 2005 comprises book-entry shares, without par value, as follows:

 

     Thousands of
shares 09.30.05


Common shares

   14,439

Preferred shares

   18,842
    

Total

   33,281
    

 

  b) Interest on capital and dividends

 

In accordance with the bylaws, a minimum of 25% of adjusted net income should be distributed as dividends in each financial year, provided that there are funds available, pursuant to the bylaws.

 

  c) Special goodwill reserve

 

This reserve represents the formation of a special goodwill reserve as a result of the Company’s corporate restructuring, which is capitalized in favor of the controlling shareholder at the time of effective realization of the tax benefit.

 

  d) Revenue reserve

 

  d.1) Statutory reserve

 

The statutory reserve is calculated based on 5% of net annual income until the reserve reaches 20% of paid-up capital or 30% of capital plus capital reserves; from then on, appropriations to this reserve are no longer compulsory. The purpose of this reserve is to ensure the integrity of capital and it may only be used to offset losses or to increase capital.

 

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  d.2) Special reserve for expansion

 

The special reserve for expansion and modernization is based on the capital expenditure budget prepared by management, which shows the need for funds for investment projects for the coming financial year.

 

  e) Contingency reserve and treasury shares

 

The amounts recorded are derived from the spin-off process of Companhia Riograndense de Telecomunicações - CRT, and their purpose is to make provision for a judicial decision on the lawsuits concerning capitalizations that occurred in that company in financial years 1996 and 1997 ocurrended that Company.

 

  f) Treasury shares

 

The shares held in treasury, as of September 30, 2005, totaled 639 thousand preferred shares.

 

8. INSURANCE

 

The Company has a policy of monitoring the risks inherent to their operations. Accordingly, as of September 30, 2005, the Company had insurance policies in effect to cover third-party liability. The Management of the Company considers that the amounts are sufficient to cover any losses. The principal responsibility covered by insurance and corresponding amounts is shown below:

 

Type


   Amounts insured

General third-party liability - RCG

   R$ 7,560

 

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Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: December 9, 2005

 

TELESP CELULAR PARTICIPAÇÕES S.A.

 

By: /s/     Paulo Cesar Pereira Teixeira

Paulo Cesar Pereira Teixeira

Investor Relations Officer