Pursuant to Rule 13a-16 or 15d-16 of the
Barra da Tijuca - Rio de Janeiro, RJ, Brazil
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.
TIM PARTICIPAÇÕES S.A.
Publicly-held Company
Corporate Taxpayer's ID (CNPJ/MF): 02.558.115/0001-21
Corporate Registry (NIRE): 33 300 276 963
NOTICE ABOUT RELATED PARTY TRANSACTIONS
TIM PARTICIPAÇÕES S.A. ("Company") (B3: TIMP3; NYSE: TSU), in compliance with CVM Instruction nº552/14, hereby informs that on November 13th, 2017 it was celebrated the related party transactions as below:
Name of the Related-Party: Italtel Brasil Ltda
Transaction Date: 11/13/2017
Value Involved (Reais): R$ 1,100,000.00
Balance Remaining (Reais): Not applicable
Total (Reais): Not applicable
Duration: 11/01/2017 until 10/31/2018.
Loan or another type of debt: Not applicable
Interest rate charged: Not applicable
Contract object: MGX (Media Gateway) ERICSSON, NGN (Next Generation Networking) Italtel and Huawei Inventory implementation platform in order to automate commands and configurations in Italtel’s plataform.
Warranty and insurance: Insurance Company Letter: Creditor: TIM Celular S.A. / Guarantor: Porto Seguro Cia de Seguros Gerais / Bailed: Italtel Brasil Ltda / Expiration: 11/01/2017 until 10/31/2018 / Guarantee value limitation of R$ 110,000.00.
Financial guarantee on contract: irrevocable guarantee letter, without any previous condition to its execution, of 10% of the estimated value on contract, signed by a first class insurance company, previously approved by the Contractor and that must remain in force throughout the contract duration.
Insurance: The Agreement provides that the contractor must maintain compulsory insurance that ensure and protect from risks inherent to the services under the contract, against any kind of damage and / or injury caused to the contractor and / or third parties, whether to order material and / or personnel and / or legal and / or financial which shall have effect until the completion and / or issuance of the Final Acceptance Agreement by the contractor, whichever occurs last. Insurance must comply with the rules of Brazilian law.
Rescission or extinction: The agreement provides many dissolution possibilities, among which, assignment of rights, bankruptcy, acts that affect the reliability and morality of TIM, among others. In any termination event the hired company shall only be entitled to payment for services actually rendered, not being owed any compensation.
Nature and reason for the operation: Italtel presented a better technical and commercial offer proposing a better operational performance of TIM’s Network.
Relationship with the issuing: Company has business relationships with other companies from Telecom Italia group.
Name of the Related-Party: Italtel Brasil Ltda
Transaction Date: 11/13/2017
Value Involved (Reais): R$ 11,335,836.40
Balance Remaining (Reais): Not applicable
Total (Reais): Not applicable
Duration: 11/01/2017 until 10/31/2020
Loan or another type of debt: Not applicable
Interest rate charged: Not applicable
Contract object: Providing DNS (domain name system) assisted operation and hardware/services, using Italtel’s virtualized structure already working.
Warranty and insurance: Insurance Company Letter: Creditor: TIM Celular S.A. / Guarantor: Pottencial Seguradora / Bailed: Italtel Brasil LTDA / Expiration: 11/01/2017 until 10/31/2020 / Guarantee value limitation of R$ 1,133,583.64.
Financial guarantee on contract: irrevocable guarantee letter, without any previous condition to its execution, of 10% of the estimated value on contract, signed by a first class insurance company, previously approved by the Contractor and that must remain in force throughout the contract duration.
Insurance: The Agreement provides that the contractor must maintain compulsory insurance that ensure and protect from risks inherent to the services under the contract, against any kind of damage and / or injury caused to the contractor and / or third parties, whether to order material and / or personnel and / or legal and / or financial which shall have effect until the completion and / or issuance of the Final Acceptance Agreement by the contractor, whichever occurs last. Insurance must comply with the rules of Brazilian law.
Rescission or extinction: The agreement provides many dissolution possibilities, among which, assignment of rights, bankruptcy, acts that affect the reliability and morality of TIM, among others. In any termination event the hired company shall only be entitled to payment for services actually rendered, not being owed any compensation.
Nature and reason for the operation: Italtel presented a better technical and commercial offer proposing a better operational performance for TIM's Network.
Relationship with the issuing: Company has business relationships with other companies from Telecom Italia group.
Name of the Related-Party: Italtel Brasil Ltda
Transaction Date: 11/13/2017
Value Involved (Reais): R$ 1,498,817.04
Balance Remaining (Reais): Not applicable
Total (Reais): Not applicable
Duration: 11/01/2017 until 10/31/2018
Loan or another type of debt: Not applicable
Interest rate charged: Not applicable
Contract object: Providing specialized engineering professional services to develop TIM Backbone IP projects, provided by Cisco and Juniper.
Warranty and insurance: Insurance Warranty: TIM Celular S.A. / Guarantor: Porto Seguro / Bailed: Italtel Brasil Ltda / Expiration: 11/01/2017 until 10/31/2018/Guarantee value limitation: R$ 149,881.70. In the event of renewal, the surety bond will be renewed according to the validity and negotiated value for the year 2017.
Financial guarantee on contract: irrevocable guarantee letter, without any previous condition to its execution, of 10% of the estimated value on contract, signed by a first class insurance company, previously approved by the Contractor and that must remain in force throughout the contract duration.
Insurance: The Contract determines that the contractor must maintain mandatory insurance to guarantee and protect the risks inherent to the services provided in the contract, against any type of damages and / or accidents caused to the contractor and / or third parties, whether material and / or Personal and / or moral and / or financial expenses that will take effect until its conclusion and / or issue of the Final Acceptance Agreement by the contractor, whichever occurs last. Insurance must comply with the rules of Brazilian law.
Rescission or extinction: The Agreement provides for several hypotheses of contractual termination, among which, assignment of rights, bankruptcy, acts that affect the reliability and morality of TIM, among others. In any event of termination, the Contractor will only be entitled to the payment of the services actually rendered, and no compensation. The contract may also be terminated unnoticed and at any time by the contractor upon thirty (30) days prior notice.
Nature and reason for the operation: Italtel submitted an advantageous offer for the Company, as well as great synergy with other services already provided by this supplier.
Relationship with the issuing: Company has business relationships with other companies from Telecom Italia group.
Rio de Janeiro, November 23, 2017
TIM PARTICIPAÇÕES S.A.
Adrian Calaza
Chief Financial Officer and Investor Relations Officer
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.
| TIM PARTICIPAÇÕES S.A. | |||
| Date: November 23, 2017 | By: | /s/ Adrian Calaza | |
| Name: Adrian Calaza | |||
| Title: Chief Financial Officer and Investor Relations Officer TIM Participações S.A. |
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually 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.