EX-99.1 2 ex99-1.htm EX-99.1

 

 

TIM PARTICIPAÇÕES S.A.

Publicly-Held Company

(merged into TIM S.A.)

Corporate Taxpayer's ID (CNPJ/ME): 02.558.115/0001-21

Corporate Registry (NIRE): 33.300.276.963

TIM S.A.

Publicly-Held Company

Corporate Taxpayer's ID (CNPJ/ME): 02.421.421/0001-11

Corporate Registry (NIRE): 33.300.324.631

 

 

MATERIAL FACT

 

Approval by B3 of the listing on the Novo Mercado segment

and conclusion of the corporate restructuring

 

 

TIM S.A. ("TSA" or “TIM” or “Company”), incorporating company of its parent company TIM PARTICIPAÇÕES S.A. (“TPAR”) (B3: TIMP3; NYSE: TSU), as a result of the merger process deliberated at the Extraordinary General Meetings of both companies, held on August 31, 2020, in the form and for the purposes of CVM Instruction No. 358/2002, as amended (“ICVM 358”), in connection with the Material Facts disclosed on July 29, 2020 and August 31, 2020, inform their shareholders and the market in general as follows:

 

On this date, TIM's Board of Directors acknowledged the receipt of Official Letter 319/2020-DIE, issued by B3 S.A. – Brasil, Bolsa, Balcão (“B3”) regarding its approval to list TSA and the admission to trading its shares in the special corporate governance segment called Novo Mercado.

 

As a result of the granting of the aforementioned listing by B3 and in form of the Protocol and Justification of the Merger of TPAR by the Company (“Protocol”) the Suspensive Condition provided in the Protocol was satisfied, and the Merger was therefore consummated, becoming effective for all purposes and effects, with TPAR being extinguished and universally succeed in all rights and obligations by the Company, pursuant to article 227 of the Law No. 6,404/1976, as amended (“Brazilian Corporation Act”).

 

The common shares and the American Depositary Shares (“ADSs”), will continue to be traded on behalf of TPAR, each representing the right to receive one common share and one ADS of TSA, respectively, until the first date on which the trading with TSA common shares and ADSs becomes operational.

 

Additionally, verified the effectiveness of the Merger, the Company's Board of Directors recorded, as of today, that the Company's share capital is divided into 2,420,804,398 (two billion, four hundred and twenty million, eight hundred and four thousand, three hundred and ninety-eight) common shares, all registered, book-entry and without par value.

 
 

 

 

TSA will keep its shareholders informed about the expiration of the withdrawal right term and payment to shareholders entitled to exercise the right of withdrawal, as disclosed in the Material Fact of August 31, 2020, as well as the date of the beginning of trading with its shares in B3 and ADSs in the New York Stock Exchange - NYSE.

 

 

Rio de Janeiro, September 28, 2020.

 

 

TIM Participações S.A. TIM S.A.

Adrian Calaza

Chief Financial Officer and

Investor Relations Officer

Adrian Calaza

Chief Financial Officer and

Investor Relations Officer