APPRAISAL REPORT
 

Filed by Telesp Celular Participações S.A.
Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Tele Centro Oeste Celular Participações S.A.
Commission File No. 001-14489

THE FOLLOWING IS THE APPRAISAL REPORT BY KPMG CORPORATE FINANCE LTDA. OF THE
SHAREHOLDERS’ EQUITY OF TELESP CELULAR PARTICIPAÇÕES S.A. AT MARKET VALUE

* * * * *

     Note: This report, reissued on November 21, 2003, replaces the report of KPMG Corporate Finance Ltda. dated October 24, 2003 and filed pursuant to Rule 425 on October 31, 2003.

* * * * *

     This report may contain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations or beliefs and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

     Forward-looking statements may be identified by words such as “believes,” “expects,” “anticipates,” “projects,” “intends,” “should,” “seeks,” “estimates,” “future” or similar expressions.

     These statements reflect our current expectations. In light of the many risks and uncertainties surrounding this marketplace, you should understand that we cannot assure you that the forward-looking statements contained in these materials will be realized. You are cautioned not to put undue reliance on any forward-looking information.

     Investors and security holders are urged to read the prospectus regarding the strategic business combination transaction, which Telesp Celular Participações S.A. has filed with the U.S. Securities and Exchange Commission as part of its Registration Statement on Form F-4, because it contains important information. Investors and security holders may obtain a free copy of these materials and other documents filed by Telesp Celular Participações S.A. and Tele Centro Oeste Celular Participações S.A with the Commission at the Commission’s website at www.sec.gov. These materials may also be obtained for free from Telesp Celular Participações S.A.

* * * * *


 

2

EXHIBITS

     
Exhibit    
Number   Description

 
1   KPMG Corporate Finance Ltda., Appraisal of Shareholders’ Equity of Telesp Celular Participações S.A. at Market Value (Reissued on November 21, 2003 to replace the initial KPMG appraisal report dated October 24, 2003).

 


 

EXHIBIT 1

(KPMG LOGO)

Telesp Celular Participações S.A.

Appraisal of shareholders’ equity at
market value

Confidential
November, 2003
This document may not be distributed to third parties


 

(KPMG LETTERHEAD)

To
The Boards of Directors
Telesp Celular Participações S.A. and
Tele Centro Oeste Participações S.A.
Av. Roque Petroni Júnior 1464, 6º andar — parte — Bloco B — Morumbi
04707-000 — São Paulo — SP

November 21, 2003

For the attention of: Mr. Fernando Abella

Dear Sir,

Telesp Celular Participações S.A. Appraisal Report — Reissue

Under the terms of our contract for the provision of KPMG’s professional services, dated August 4, 2003, we have appraised the shareholders’ equity of Telesp Celular Participações S.A. at market value, the results of which are in the attached report.

Pursuant to your request, based on the legal opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados, related to the interpretation of the Corporation Law (article 264, head paragraph and paragraph 2 of Law 6404/76) with reference to the handling of goodwill, negative goodwill and eventual provisions for loss in processes of amalgamation of shares, the annexed report replaces the report issued by us on October 24, 2003, so as not to consider these items in the calculations of the net equity of Telesp Celular Participações S.A., at market value.

While it is our understanding that it addresses a change arising from the legal interpretation of the legal provisions applicable to the process of amalgamation of shares, we must stress that, from the point of view of economics which is the grounds of our work, in our opinion, the report issued on October 24, 2003, best reflects the market value of the net equity of the entity subject to appraisal.

We consider that the delivery of this report definitively concludes the services which were the object of the above-mentioned contract.

We remain grateful for the opportunity of being of service in this matter.

Yours sincerely,

André Castello Branco   Luís Augusto Motta
Partner   Director

   Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

(KPMG LETTERHEAD)


 

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Contents    
         
Abbreviations   4
         
1   Introduction   5
2   Objective of the work   7
3   Sources of information   8
4   Subsequent events   9
5   Scope   10
6   Calculation of TCP’s value using the methodology of adjusting shareholders’ equity to market value   11
7   Conclusion   19
         
Appendices    
I   Balance sheets   20
II   Projected economic and financial indicators   24

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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Abbreviations
     
TCP   Telesp Celular Participações S.A.
TC   Telesp Celular S.A.
GT   Global Telecom S.A.
TCO   Tele Centro Oeste Celular Participações S.A.
Companies   TCP, TC, GT and TCO, jointly
BM&F   Brazilian Futures and Commodities Exchange
CAT   State Tax Authority
ERB   Radio Base Station
CCC   Switching Center
CDI   Interbank Certificate of Deposit
CSLL   Social Contributions on Net Income
FINAM   Amazon Investment Fund
FINOR   Northeast Investment Fund
Fistel   Telecommunications Inspection Fund
IBRACON   Brazilian Institute of Accountants Value-Added Tax on Sales and Services
ICMS   Value-Added Tax on Sales and Services (levied by the states)
IR   Income Tax
SELIC   Special System for Settlement and Custody

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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1   Introduction
     
1.1   Telesp Celular Participações S.A. is a public corporation whose controlling shareholders on June 30, 2003 are Brasilcel N.V. (57.26% of total capital, directly) and Portelcom Participações S.A. (7.86% of total capital), the latter in turn being wholly owned by Brasilcel N.V. Thus Brasilcel N.V. retains, directly and indirectly, 65.12% of TCP’s total capital.
     
1.2   Brasilcel N.V. is owned 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)
     
1.3   TCP is the outright owner of Telesp Celular S.A. and (since December 27, 2002) Global Telecom S.A., which operate mobile cellular telephony services in the states of São Paulo (Band A), and Paraná and Santa Catarina (Band B), respectively, including any necessary or useful activities for the execution of these services, in line with the concessions and authorizations granted to them.
     
1.4   On December 27, 2002, TCP acquired the remaining 51% of Global Telecom S.A.’s common shares (17% of total capital) retained by the holding companies Daini do Brasil S.A., Globaltelcom Telecomunicações S.A. and GTPS S.A. Participações em Investimentos de Telecomunicações, GT’s then joint controlling shareholders
     
1.5   In January, 2003, TCP published a relevant fact announcing the acquisition of TCO’s controlling stake and, under the prevailing legislation, the holding of an offer to acquire those TCO common shares retained by minority shareholders.
     
1.6   On March 31, 2003, TCP, intending to minimize its administrative and financial costs, incorporated these holdings, totaling R$276 million, in its investee. As a result, TCP now retains direct control of Global Telecom S.A.
     
1.7   On April 10, 2003, the National Telecommunications Agency — ANATEL approved the transfer of the holdings in Tele Centro Oeste Celular Participações S.A. retained by BID S.A.; as a result, on April 25, 2003, TCP acquired 61.10% of TCO’s voting capital, representing 20.69% of its voting capital.
     
1.8   TCO, in addition to operating mobile telephony services in Brasília, controls Telegoiás Celular S.A., Telemat Celular S.A., Telems Celular S.A., Teleron Celular S.A. and Teleacre Celular S.A., and is the sole owner of Norte Brasil Telecom S.A., which operate mobile telephony services in the states of Goiás, Tocantins, Mato Grosso, Mato Grosso do Sul, Rondônia, Acre, Amazonas, Roraima, Amapá, Pará and Maranhão, respectively, including any necessary or useful activities for the execution of these services, in line with the concessions and authorizations granted to them. TCO also controls TCO IP S.A., which chiefly provides Internet access services.
     
1.9   Also in January, 2003, the merger of preferred shares held by TCO’s minority shareholders into TCP was announced, referred to in paragraph 1.5

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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1.10   Pursuant to TCP’s merger of the shares held by TCO’s minority preferred shareholders, referred to in paragraph 1.5, we were hired to appraise TCP by the methodology of adjusting shareholders’ equity to market value on the base date of June 30, 2003, according to Brazilian Corporate Law (Art. 264, head paragraph of Law 6,404/76)
     
1.11   Initially, we made this appraisal and reported the results in our report on October 24, 2003, however, at your request, based on the opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados, related to the interpretation of the Corporation Law (article 264, head paragraph and paragraph 2) of Law 6,404/76 with reference to the handling of goodwill, negative goodwill and eventual provisions for loss in processes of amalgamation of shares, we reissue this appraisal, not considering these items in the calculations of the net equity of Telesp Celular Participações S.A., at market value.
     
1.12   We must stress that, from the point of view of economics, which is the grounds of our work, in our opinion, the report issued on October 24, 2003, best reflects the market value of the net equity of the entity subject to appraisal.
     
1.13   The chart below shows TCP’s ownership structure and its respective percentage holdings in its subsidiaries on the base date of June 30, 2003:

(FLOWCHART)

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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2   Objective of the work
     
2.1   Pursuant to the terms of our contract for the provision of professional services, dated August 4, 2003, we have undertaken an independent appraisal of TCP’s shareholders’ equity at market value on the base date of June 30, 2003. This work is related with the merger of TCO’s shares by TCP in compliance with Brazilian Corporate Law (Art. 264, head paragraph. of Law 6,404/76)

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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3   Sources of information
     
3.1   As a starting point, the interim financial statements published by TCP and reviewed by the independent auditors, pertaining to the quarterly financial statements and trial balances of the Companies for the base date of June 30, 2003, were used.
     
3.2   The appraisal is also based on interviews with TCP management and on additional information, written or verbal, provided by TCP, as the aging of accounts receivable and accounts payable and financial controls related with the loans and derivative operations, among others.
     
3.3   Part of this appraisal was also based on earnings estimates, which in turn were based on assumptions and information provided by TCP management. We emphasize that there is no guarantee that future results contained in the projections will be achieved.
     
3.4   We should also like to make it clear that this report does not constitute an audit of the financial statements utilized nor of any other data contained herein and must not, therefore, be interpreted as such.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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4   Subsequent events
     
4.1   We should further emphasize that the appraisal does not reflect any events subsequent to this report’s date of issue. In addition, any relevant facts occurring between the appraisal’s base date and this document’s date of issue and not brought to the attention of KPMG Corporate Finance may affect the value obtained by the appraisal.
     
4.2   KPMG Corporate Finance was not hired to update this report after its date of issue.
     
4.3   KPMG Corporate Finance is not aware of any event until the date of the issuance of this report that may affect the results of this appraisal.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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5   Scope
     
5.1   The methodology of adjusting shareholders’ equity to market value was adopted to calculate the market value of TCP’s shareholders’ equity, mainly based on the assets and liabilities recorded in the quarterly financial information, published by TCP and reviewed by TCP’s independent auditors in accordance with IBRACON procedures, applied to the quarterly financial statements on the base date of June 30, 2003, plus the trial balances provided by TCP’s subsidiaries.
     
5.2   This methodology is used to determine the market value of a given company’s assets and liabilities. Its application begins with the book value of the assets and liabilities, some of which are then subjected to adjustments in order to reflect their respective realization or liquidation values. The results provide an initial estimate of the company’s market/liquidation value. This methodology provides a useful basis of comparison with the results of other methodologies.
     
5.3   The following procedures were adopted:

    Reading and analysis of the trial balances provided by the Companies;

    Analysis of the asset and liability accounts recorded in the Companies’ financial statements, in order to identify their respective market values;

    Adjustment of the accounts statements to their market values based on the results of the analysis;

    Adjustment of the Companies’ fixed assets to their respective market values based on the appraisal report drawn up by Consult Consultoria Engenharia e Avaliações S/C Ltda., a firm specialized in the valuation of such assets;

    Calculation of the value of TCP’s investments in its subsidiaries by the equity accounting method, based on the market value of these subsidiaries’ shareholders’ equity; and

    Calculation of the market value of TCP’s shareholders’ equity.
     
5.4   The above procedures and calculations are detailed in Chapter 6 of this report.
     
5.5   It should be emphasized that the identification and appraisal of the Companies’ unbooked intangible assets did not form part of the scope of this undertaking.
     
5.6   The methodology and scope of this appraisal was intended to value a going concern. Thus, except for tax costs and credits, any costs arising from expenses normally incurred during the realization of assets or the payment of liabilities, as well as those arising from company bankruptcies or liquidations, such as rescissions, judicial disputes and the hiring of third-parties (lawyers, advisors etc.) were not considered in our work.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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5.7   We stress that in our best judgment, by having as a basis the market value of each asset and liability that composes the total net equity, the application of the methodology of appraisal of this report should consider the values at market price of the shares held by the controlling companies, which represent the control of their subsidiaries, that can be estimated by adding to the value of the shareholders’ equity at market value the amounts of the respective premiums less the corresponding provisions for loss. However, based on your request and on the legal opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados, related to the interpretation of the Corporation Law (article 264, head paragraph and paragraph 2) of Law 6,404/76) with reference to the treatment of the aforementioned items, these were not considered in this appraisal.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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(KPMG LOGO)

6   Calculation of TCP’s value using the methodology of adjusting shareholders’ equity to market value

6.1    Below, the adjustments made to the accounting balances of TCP and its subsidiaries, as of June 30, 2003 are presented for the calculation of the shareholders’ equity of TCP, at market value:

    A — Discount rate

6.2     The projected SELIC was adopted as the discount rate for future asset receivable and liability payment flows (source: BM&F on the base date of June 30, 2003).

    B — Accounts receivable

6.3     Comprises those amounts to be received for services provided and goods sold by the Companies, including billed and unbilled amounts, adjusted in line with “Provisions for doubtful accounts”.

    Billed amounts

6.4     This account refers to services provided and goods sold by the Companies whose invoices had been issued up to the appraisal base date.

    Billed telecommunications services — refers to services provided by the Companies, whose issued invoices were still unpaid at June 30, 2003, including the sub-account “Payment of debts in installments”. In order to calculate their market value, it was used TCP and its subsidiaries’ historical payment-received percentage for 2003, based on management reports provided by the Companies and on the calculation of the present value of these projected receivables.

    Network usage tariffs — refers to the tariffs charged by the Companies for the use of their telephony networks by other telecommunications firms. Considering that all such receivables are paid in the month subsequent to their being billed, their market value was taken to be equal to their book value.

    Sale of goods — refers to the sale of handsets and cell-phone accessories to the Companies’ distributors, as well as to their own retail outlets, for selling on to final consumers. Receivables from such sales are normally not fully paid in the month subsequent to billing. In order to calculate their market value, it was used TCP and its subsidiaries’ historical payment-received percentage for 2003, based on management reports provided by the Companies and on the calculation of the present value of these projected receivables.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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    Amounts to be billed

6.5     This account refers to services provided by the Companies, whose invoices had not been issued by the appraisal base date. In order to calculate their market value, the same criterion as for the billed amounts was adopted, based on the Companies’ historical payment-received percentage for 2003 and the calculation of the present value of these projected receivables.

6.6     The following table shows a breakdown of the “Accounts receivable” balances on June 30, 2003, and their market value in line with this appraisal.
                   
      R$(000)
     
      Book   Market
Company   value   value
TCP
           
TC
    546,363       519,738  
GT
    69,325       64,986  
 
   
     
 
 
Total
    615,688       584,724  
 
   
     
 

    C — Interest on own capital and dividends receivable

6.7     The present value of this account was calculated by assuming that payment would be made in December 2003, as informed by TCP management.

6.8     The table below shows a comparison between the book value of “Interest on own capital and dividends receivable” on June 30, 2003, and its market value according to this appraisal:
                   
      R$(000)
     
      Book   Market
Company   value   value
TCP
    317,641       295,193  
TC
           
GT
           
 
   
     
 
 
Total
    317,641       295,193  
 
   
     
 

    D — Deferred and recoverable taxes

6.9     This refers to the realization of these credits in accordance with their specific characteristics and the prospects for their recovery.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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    Recoverable ICMS

6.10     Those ICMS credits from the acquisition of fixed assets were discounted at present value based on their expectations of recovery, according to the information provided by the Companies’ management, as envisaged in CAT Edict no. 25. The remaining ICMS credits were considered at their book value.

    Deferred Income Tax and Social Contribution — Provisions for doubtful accounts

6.11     This tax credit was calculated as follows:

    Estimate of a new provision for doubtful accounts based on the expectations of receiving adopted when calculating the market value of “Accounts receivable”;

    Projection of the write-off of these provisions as expenses from unrecoverable debts;

    Calculation of the projected tax-deductibility of these expenses; and

    Discount at present value of this tax-deductibility as to the IR and CSLL.

    Deferred Income Tax and Social Contribution — Incorporated tax credits

6.12     “Tax credits incorporated” refers to the capital restructuring process, whereby the goodwill from the Company’s privatization was transferred to its subsidiaries. Its market value was calculated based on the projected amortization of this goodwill and the respective reduction in the projected tax burden, in turn based on the Companies’ official long-term projections. The reduction in the tax burden was then discounted at present value and taken as this credit’s realization value.

    Deferred Income Tax and Social Contribution — Provisions for contingencies

6.13     Realization of the contingencies depends on the progress and conclusion period of certain legal proceedings involving the Companies, which cannot normally be calculated with a reasonable degree of accuracy. It should be noted that most of these lawsuits are monetarily restated during their course, meaning that the fiscal credits arising from the losses with contingencies would be similarly restated. In the case of those lawsuits which are not restated, their book value represents the best information available as to their true value. Therefore, the market value of the fiscal credits resulting from provisions for contingencies was deemed to be equal to their book value.

6.14     The following table compares the book value of “Deferred and recoverable taxes” on June 30, 2003, with their market value according to this appraisal:
                   
      R$(000)
     
      Book   Market
Company   value   value
TCP
    167,772       174,803  
TC
    1,108,518       840,964  
GT
    78,532       203,734  
 
   
     
 
 
Total
    1,354,822       1,219,501  
 
   
     
 

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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    E — Loans and derivatives

6.15     On the base date of the appraisal, the Companies had local and foreign-currency debt, both at market interest rates.

6.16     All foreign-currency debt was protected by hedge operations with derivatives indexed to the CDI. It can therefore be inferred that all such debts are in local currency at market rates. As a result, the market values of the debt and derivative-operation accounts were deemed to be equivalent to their book values.

6.17     The market values of those derivatives not pegged to hedge operations were calculated based on their realization schedules provided by TCP management, considering market expectations for the dollar coupon associated with the Companies’ foreign-currency debt and the DI compiled by the BM&F.

6.18     Based on the above, the market value of the derivative operation whereby TC sold USD buy options amounting to US$ 300,000,000 at R$ 2.25 for each US$ 1.00, due on September 24, 2004, was calculated using the above criteria.

6.19     The table below compares the book value of the item, “Derivative operations”, with its market value on June 30, 2003, according to this appraisal.
                           
              R$(000)
             
              Book   Market
      Account - Asset   value   value
TCP
            386,819       386,819  
TC
            687,529       538,741  
GT
            240       240  
 
           
     
 
 
Total
            1,074,588       925,800  
 
           
     
 
                   
      R$(000)
     
      Book   Market
Account - Liability   value   value
TCP
    120,793       120,793  
TC
    235,608       235,608  
GT
    2,183       2,183  
 
   
     
 
 
Total
    358,584       358,584  
 
   
     
 

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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    F — Investments

6.20     This account is present only in TCP and refers to its investments in its subsidiaries, accounted according to the equity accounting method.

6.21     Its market value is calculated by the equity accounting method based on the market value of its subsidiaries’ shareholders’ equities, excluding, as requested by you, based on the opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados (see observation in the introduction of this report), goodwill, negative goodwill and eventual provisions for loss. It should be pointed out that the calculation of the market value of TCP’s investment in TCO is detailed in the TCO appraisal report issued by KPMG Corporate Finance, on October 24, 2003, in relation to the merger previously described.

6.22     The table below compares the book value of “Investments” on June 30, 2003, with their market value, according to this appraisal:
                   
      R$(000)
     
      Book   Market
Account   value   value
TCP
    6,162,456       3,872,179  
 
   
     
 
 
Total
    6,162,456       3,872,179  
 
   
     
 

    G — Suppliers and accounts payable

6.23     This account includes those amounts payable for services and goods acquired by the Companies. Their market value was calculated based on the discount to present value of the payment flows provided by the Companies’ management.

6.24     The “International suppliers” account constitutes provisions for the payment of the management fee, which, according to Company management, is paid quarterly in foreign currency. Its market value was calculated based on the discount to present value of this projected payment, considering the Euro and Selic projections (source: BM&F).

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6.25     The table below compares the book value of “Suppliers and accounts payable” on June 30, 2003, with the market value, according to this appraisal.
                   
      R$(000)
     
      Book   Market
Company   value   value
TCP
    677,260       675,986  
TC
    470,353       452,541  
GT
    78,779       72,346  
 
   
     
 
 
Total
    1,226,392       1,200,873  
 
   
     
 

    H — Interest on own capital and dividends payable

6.26     The present value of this item was calculated under the assumption that payment would be effected in December, 2003, as informed by TCP management.

6.27     The table below compares the book value of “Interest on own capital and dividends payable” on June 30, 2003, with its to market value, according to this appraisal:
                   
      R$(000)
     
      Book   Market
Company   value   value
TCP
    5,810       5,399  
TC
    321,302       298,596  
GT
           
 
   
     
 
 
Total
    327,112       303,995  
 
   
     
 

    I — “Paraná mais emprego"

6.28     This account occurs in GT only and refers to deferred ICMS from the “Paraná mais emprego” program to foster employment in Paraná State, created on July 21, 2000, which established that ICMS would only become due in the 49th month after that to which it was applicable.

6.29     The forecast ICMS payment schedule provided by TCP management was considered and discounted to present value.

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6.30     The table below compares the book value of this item and its market value on June 30, 2003, according to this appraisal:
                   
      R$(000)
     
      Book   Market
Company   value   value
TCP
           
TC
           
GT
    136,230       71,894  
 
   
     
 
 
Total
    136,230       71,894  
 
   
     
 

    J — Fiscal impact on the effected adjustments — Capital loss

6.31     Considering that part of the adjustments made to TC and TCP’s shareholders’ equity would result in a tax-deductible loss, the tax and contribution credits should be considered as a positive factor of these adjustments. This is because the realization of the appraised assets and liabilities would result in a loss that would generate more tax credits for these companies than those to which they are presently entitled.

6.32     We therefore identified each adjustment individually and divided them into those corresponding to an expense and those corresponding to revenue and further classified them as operational or non-operating (pursuant to the definition of a non-operating result contained in Law 9.249/95).

6.33     Taking only those adjustments constituting tax-deductible expenses and/or taxable revenue1, we obtained a deductible loss which will become a tax-loss carryforward. Such a loss, when operational in nature, was added to the existing losses, considering the expectations of realization provided by these companies. The present value of this loss was considered as an additional tax credit for these companies.

6.34     As a result, the fiscal impact (tax credits) of the above adjustments was calculated and accounted under “Deferred and recoverable taxes”.


    1 For the purposes of this appraisal, it was considered that a non-operating expense could only be considered if the adjustments resulted in a profit, since, if the Company obtains a loss in the ongoing fiscal year, such an expense could only be offset by non-operating gains.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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7   Conclusion

7.1     Based on the objective and scope of this appraisal, and on your request for the recalculation of the market values of the investments by TCP in associated companies, based on the opinion of the law firm Machado, Meyer, Sendacz e Opice Advogados (see observation in the introduction to this report), the market value of TCP’s shareholders’ equity on June 30, 2003, is R$ 1,312,392 thousand, equivalent to R$ 1.12 per thousand shares.

7.2     However, we emphasize that in our best judgment, the economic criteria most adequate for the calculation of the market value of the shareholders’ equity of TCP in accordance with the methodology adopted, as well as the conclusions reached, are described in our appraisal report of October 24, 2003.

7.3     We further emphasize that events of possible relevance that may have taken place between the date of the valuation and the date of issue of this report, and which KPMG Corporate Finance may not have been made aware of, may affect the value obtained for the Company. KPMG Corporate Finance was not given the task of updating this report after its issue date.

7.4     A complete understanding of the conclusion of this report can only be obtained if it and its appendices are read in their entirety. No conclusions should therefore be drawn from a partial reading.

7.5     KPMG Corporate Finance was not hired to update this report after its date of issue.

7.6     KPMG Corporate Finance is not aware of any event until the date of the issuance of this report that may affect the results of this appraisal.

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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(KPMG LOGO)

Appendix I

Balance sheets

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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(KPMG LOGO)

Telesp Celular Participações S.A.

(In thousands of Brazilian Reais)

                                 
    Reference   Book value   Adjustmts.   Market value
Assets
                               
Cash and cash equivalents
            2,169             2,169  
Interest on own capital and dividends
    C       317,641       (22,447 )     295,193  
Credits with related parties
            13,355             13,355  
Deferred and recoverable taxes
    D + J       167,353       7,031       174,384  
Derivative operations
    E       17,901             17,901  
Anticipated expenses
            7,232             7,232  
 
           
             
 
Current assets
            525,651       (15,416 )     510,234  
 
           
     
     
 
Credits with related parties
            510,303             510,303  
Deferred and recoverable taxes
    D + J       419             419  
Derivative operations
    E       368,918             368,918  
Prepaid expenses
            2,667             2,667  
 
           
             
 
Long-term assets
            882,307             882,307  
 
           
             
 
Investments
    F       6,162,456       (2,290,277 )     3,872,179  
Net fixed assets
            992             992  
 
           
             
 
Permanent Assets
            6,163,448       (2,290,277 )     3,873,171  
 
           
     
     
 
Total Assets
            7,571,406       (2,305,693 )     5,265,712  
 
           
     
     
 
Liabilities
                               
Personnel, social charges and benefits
            149             149  
Suppliers and accounts payable
    G       677,260       (1,274 )     675,986  
Taxes and contributions
            1,905             1,905  
Loans and financing
    E       1,222,895             1,222,895  
Interest on own capital and dividends payable
    H       5,810       (411 )     5,399  
Derivative operations
    E       120,793             120,793  
Others
            65             65  
 
           
             
 
Current liabilities
            2,028,876       (1,685 )     2,027,192  
 
           
     
     
 
Loans and financing
    E       1,808,372             1,808,372  
Debts with related parties
            117,756             117,756  
 
           
             
 
Long-term liabilities
            1,926,129             1,926,129  
 
           
             
 
Shareholders’ Equity
            3,616,401       (2,304,009 )     1,312,392  
 
           
     
     
 
Total Liabilities
            7,571,406       (2,305,693 )     5,265,712  
 
           
     
     
 

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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(KPMG LOGO)

Telesp Celular S.A.

(In thousands of Brazilian Reais)

                                 
    Reference   Book value   Adjustmts.   Market value
Assets
                               
Cash and cash equivalents
            243,064             243,064  
Service accounts receivable, net
    B       546,363       (26,625 )     519,738  
Credits with related parties
            6,039             6,039  
Inventories
            129,829             129,829  
Deferred and recoverable taxes
    D + J       222,406       68,997       291,403  
Derivative operations
    E       18,065             18,065  
Prepaid expenses
            175,323             175,323  
Others
            27,688             27,688  
 
           
             
 
Current assets
            1,368,778       42,372       1,411,150  
 
           
     
     
 
Credits with related parties
            117,756             117,756  
Deferred and recoverable taxes
    D + J       886,112       (336,552 )     549,561  
Derivative operations
    E       669,464       (148,788 )     520,676  
Prepaid expenses
            9,715             9,715  
Others
            31             31  
 
           
             
 
Long-term assets
            1,683,079       (485,339 )     1,197,739  
 
           
     
     
 
Net fixed assets
            3,059,154       (314,707 )     2,744,447  
Deferred, net
            67,539             67,539  
 
           
             
 
Permanent assets
            3,126,693       (314,707 )     2,811,986  
 
           
     
     
 
Total assets
            6,178,550       (757,674 )     5,420,875  
 
           
     
     
 
Liabilities
                               
Personnel, social charges and benefits
            19,943             19,943  
Suppliers and accounts payable
    G       470,353       (17,811 )     452,541  
Taxes and contributions
            98,511             98,511  
Loans and financing
    E       808,655             808,655  
Interest on own capital and dividends payable
    H       321,302       (22,706 )     298,596  
Provisions for contingencies
            40,078             40,078  
Derivative operations
    E       235,608             235,608  
Debts with related parties
            4,021             4,021  
Others
    E       219,696             219,696  
 
           
                 
Current liabilities
            2,218,166       (40,517 )     2,177,649  
 
           
     
     
 
Loans and financing
    E       815,641             815,641  
Provisions for contingencies
            21,833             21,833  
Debts with related parties
            5,791             5,791  
Provisions for actuarial deficit
            2,057             2,057  
Others
            2,986             2,986  
 
           
             
 
Long-term liabilities
            848,308             848,308  
 
           
             
 
Shareholders’ Equity
            3,112,075       (717,157 )     2,394,918  
 
           
     
     
 
Total Liabilities
            6,178,550       (757,674 )     5,420,875  
 
           
     
     
 

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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(KPMG LOGO)

Global Telecom S.A.

(In thousands of Brazilian Reais)

                                   
      Reference   Book value   Adjustmts.   Market value
Assets
                               
Cash and cash equivalents
            89,781             89,781  
Service accounts receivable, net
    B       69,325       (4,339 )     64,986  
Credits with related parties
            273             273  
Inventories
            46,793             46,793  
Deferred and recoverable taxes
    D       65,720       (2,013 )     63,707  
Derivative operations
    E       240             240  
Prepaid expenses
            22,609             22,609  
Others
            5,602             5,602  
 
           
     
     
 
Current assets
            300,343       (6,353 )     293,991  
 
           
     
     
 
Credits with related parties
            5,791             5,791  
Deferred and recoverable taxes
    D       12,811       127,215       140,027  
Prepaid expenses
            1,569             1,569  
Others
            13,121             13,121  
 
           
     
     
 
Long-term assets
            33,292       127,215       160,508  
 
           
     
     
 
Net fixed assets
            1,376,296       (76,157 )     1,300,139  
Deferred, net
            482,600             482,600  
 
           
     
     
 
Permanent assets
            1,858,896       (76,157 )     1,782,739  
 
           
     
     
 
 
Total assets
            2,192,531       44,706       2,237,237  
 
           
     
     
 
Liabilities
                               
Personnel, social charges and benefits
            3,610             3,610  
Suppliers and accounts payable
    G       78,779       (6,433 )     72,346  
Taxes and contributions
            46,845             46,845  
Loans and financing
    E       70,038             70,038  
Derivative operations
    E       2,183             2,183  
Debts with related parties
            1,116             1,116  
Others
            13,136             13,136  
 
           
             
 
Current liabilities
            215,706       (6,433 )     209,273  
 
           
     
     
 
Taxes and contributions
    I       136,230       (64,337 )     71,894  
Loans and financing
    E       220,904             220,904  
Provisions for contingencies
            13,887             13,887  
Debts with related parties
            510,303             510,303  
Provisions for actuarial deficit
            3,838             3,838  
Long-term liabilities
            885,162       (64,337 )     820,825  
 
           
             
 
Capitalizable resources
            595,472             595,472  
 
           
             
 
Shareholders’ equity
            496,191       115,475       611,666  
 
           
     
     
 
Total Liabilities
            2,192,531       44,706       2,237,237  
 
           
     
     
 

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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(KPMG LOGO)

Appendix II

Projected economic and financial indicators

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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(KPMG LOGO)

(ECONOMIC INDICATORS GRAPH)

Reissue of the appraisal report on Telesp Celular Participações S.A. dated October 24, 2003

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