The company was organized under the laws of the Federative Republic of Brazil with the name Telesp Celular Participações S/A, a publicly-held company organized for indefinite term, doing business as "TCP". Our head-office is located at Rua Chucri Zaidam, 860 , Morumbi, São Paulo - SP.

"TC"), Global Telecom S/A ("GT") (wholly-owned subsidiaries) and of Tele Centro Oeste S/A ("TCO") which, on its turn, controls the following operators: Telegoiás Celular S/A, Telemat Celular S/A, Telems Celular S/A, Teleron Celular S/A, Teleacre Celular S/A, TCO IP S/A, and Norte Brasil Telecom S.A

"TCP" is one of the companies organized as a result of Telebrás spin-off in May 1998. Telebrás and its operating subsidiaries, collectively referred to as "Predecessor Companies" and collectively known as "Telebrás System", were created from 1972 to 1975 and purchased almost all the other telephone companies in Brazil, managing, therefore, to obtain a monopoly in the public telecommunication services industry in Brazil.

On August 05, 1993, the companies related to the Telebrás System started providing cellular telephony services.

In May 1995, the Federal Government started a comprehensive change in the regulatory system governing Brazilian telecommunications that culminated in July 1997 with the enactment of the "General Telecommunications Act", which provided support to creation of a new regulatory structure, introduction of competition, and privatization of the Telebrás System

In January 1998, in preparation for the Telebrás System restructuring and privatization, the cellular telecommunication businesses of the operating subsidiaries of Telebrás were spinned-off into individual companies, resulting in the organization of Telesp Celular S/A ("TC").

In May 1998, Telebrás was restructured in order to organize, in addition to Telebrás itself, other 12 holding companies, one of them being "TCP". As a result of the Spin-Off, we received all the capital stock held by Telebrás in "TC", one of the cellular companies that provides cellular telecommunication services in the State of São Paulo.

In July 1998, as part of the restructuring and privatization plan, the federal government sold almost all its common shares in the 12 holding companies, including those of "TCP", which was purchased by Portelcom Participações S/A, a consortium formed by Portugal Telecom (64.2%) and Telefónica (35.8%).

Exchange of Shares

 

In November 2000, an exchange of shares was carried out by Telefónica and Portugal Telecom SGPS, referring to the crossed interests they indirectly held in Telesp Celular Participações and in Telecomunicações de São Paulo S/A - TELESP. Telefónica exchanged its 35.8% interest in Portelcom S/A for the 23% indirect interest Portugal Telecom held in TELESP. As a result of said exchange, Portugal Telecom became the owner of 100% of Portelcom which, on its turn, held the share control of "TCP".

Brasilcel

 

On January 23, 2001, Portugal Telecom and Telefónica Móviles executed a strategic agreement for the organization of a cellular telephony company in Brazil which would gather all their investments in cellular telephony businesses, in accordance with the Brazilian laws. In December 2002, the Anatel approved the joint venture between Portugal Telecom and Telefónica Móviles. Said joint venture, called Brasilcel N.V., or Brasilcel, has its head-office in the Netherlands.

In December 2002, Portugal Telecom and Telefónica transferred to Brasilcel all their direct and indirect interests held in their cellular telephony companies headquartered in Brazil, each of them holding a 50% stake in that company.

Ceterp Celular S/A – "Ceterp"

 

On November 27, 2000, "TC" purchased 100% of the capital stock of "Ceterp" from Centrais Telefônicas de Ribeirão Preto S/A. Ceterp Celular is a Band A cellular telephony operator acting in the region of Ribeirão Preto, in São Paulo. After the referred acquisition Ceterp Celular was merged into "TC", which started operating the mobile cellular service in the whole State of São Paulo.

Global Telecom S/A. - "GT"

 

In February 2001, "TCP" purchased 81.61% of the indirect share control of "GT", a band B cellular telephony operator in the states of Paraná and Santa Catarina, through the acquisition of 49% of the common shares and 100% of the preferred shares of the three companies, which collectively held 95% of the common shares and 100% of the preferred shares of "GT". The remaining 5% of the "GT" shares were held by another investor that sold them to the three holding companies in July 2001, after approval by the regulatory agency.

On December 27, 2002, after approval by the ANATEL, "TCP" purchased the 51% of the remaining common shares of the capital stock of the holding companies which held the joint share control of "GT", whereby "TCP" became the owner of 100% of the shares in those companies and, consequently, the indirect share control of "GT".

On March 31, 2003, after a corporate restructuring process that resulted in the merger of the three holding companies into "TCP", the latter became the direct owner of 100% of "GT" shares.

Tele Centro Oeste S/A. - "TCO"

 

On April 25, 2003 the purchase of the share control of "TCO" became effective, which corresponded to 64.03% of the common shares, equivalent to 20.69% of its total capital stock, previously held by Splice. "TCO" is one of the 12 holding companies that resulted from the Telebrás System spin-off (refer to our Site for additional information about that company).

On September 30, 2003, the Brazilian Securities and Exchange Commission approved the purchase of TCO's common shares (OPA), which purchase was completed on November 17 and resulted in the acquisition of 26.70% of the voting capital (8.62% of the total capital). After such acquisition, TCP became the owner of 90.73% of TCO's voting capital (29.31% of its total capital).

The businesses of TCP and of its controlled companies, including the services they are authorized to provide, are regulated by the National Telecommunications Agency - ANATEL, the regulatory authority of the Telecommunications industry, in accordance with Law nº 9.472, of July 16, 1997, and respective regulations, decree, decisions and plans.

TCP and its controlled companies started their activities being engaged in cellular mobile telephony services and other activities necessary or useful for the performance of such services, in accordance with the terms of the concession granted by the Federal Government.

On December 10, 2002 "TC" and "GT", and on February 03, 2003, "TCO", executed the Instrument of Authorization of Personal Mobile Service - "SMP" with the National Telecommunications Agency - ANATEL, in substitution for concessions previously granted by the Federal Government.

The authorizations granted to the controlled companies are valid for the remaining term of the concessions previously granted and now replaced, being renewable only once, for a period of 15 years, such extensions of term being on a remunerated basis.

On July 06, 2003 the operators started enforcing the Provider Selection Code (CSP), allowing the customer to select the long distance and international call service provider (VC2 and VC3) ". pursuant to the "SMP" rules.

In addition, pursuant to the ANATEL regulations, "Bill & Keep" rules have been adopted for the collection of interconnection services. Said rules provide for that companies acting through the SMP system are not required to pay any rates for the use of the local network of another SMP provider if the customers use the local service (that is, if they make calls within the same registration area) and provided that the traffic among them is balanced. However, when the traffic of the SMP provider originating the call to the SMP provider completing the call represents more than 55% of the local traffic between the two providers, the SMP provider originating the largest traffic is required to pay the other provider the local use rate for that portion corresponding to traffic in excess of 55%.