viv20190215_6k.htm - Generated by SEC Publisher for SEC Filing

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of February, 2019

Commission File Number: 001-14475



TELEFÔNICA BRASIL S.A.
(Exact name of registrant as specified in its charter)

 

TELEFONICA BRAZIL S.A.  
(Translation of registrant’s name into English)

 

Av. Eng° Luís Carlos Berrini, 1376 -  28º andar
São Paulo, S.P.
Federative Republic of Brazil
(Address of principal executive office)


 

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

Form 20-F

X

 

Form 40-F

 

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes

 

 

No

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
 

Yes

 

 

No

 

 

 

 

 

 

 

TELEFÔNICA BRASIL S.A.

Publicly-held Company

CNPJ MF 02.558.157/0001-62 - NIRE  35.3.001.5881-4

 

 NOTICE TO SHAREHOLDERS

DELIBERATION OF INTEREST ON OWN CAPITAL

 

Telefônica Brasil S.A. – (“Company”) announces to its shareholders that the Board of Directors, at its meeting held on December 4, 2018, deliberated the credit of Interest on Own Capital (“IOC”), related to the fiscal year of 2018, in accordance with article 28 of the Company’s Bylaws, article 9 of the Law 9,249/95 and CVM’s Instruction No. 683/2012, in the gross amount of R$700,000,000.00 (seven hundred million reais), subject to withholding tax of 15%, resulting in a net amount of R$595,000,000.00 (five hundred and ninety-five million reais), based on the balance sheet of the period. The estimated value per share is described in the table below:

 

Amount per share (R$)

Immune or Exempt Legal Entities (gross value)

Withholding tax (15%)

Taxed Legal Entities and Individuals (Net value)

Common shares

0.38875331153

0.05831299673

0.33044031480

Preferred shares (*)

0.42762864269

0.06414429641

0.36348434628

(*) 10% higher than the amount granted to each common share, in accordance with article 7 of the Company’s Bylaws.

 

In accordance to the article 28 of the Company’s Bylaws, such Interest on Own Capital will be charged to the mandatory minimum dividend for the fiscal year of 2019, ad referendum of the General Shareholders’ Meeting to be held in 2020.

 

The credit of Interest on Own Capital will be made on individual basis for each shareholder, in accordance to the shareholder registry book position by the end of February 28, 2019. After this date, the shares will be considered as “ex-Interest on Own Capital”. The payment of these proceeds will be carried out before the end of the fiscal year of 2020, in a date to be defined by the Company’s Board. The Company clarifies that the effective payment of the IOC declared on this date is limited to the effective value to be determined in its financial statements, under the terms of the law.

 

The Immune or Exempt Legal Entities, according to the current legislation, must provide proof of such condition until March 6, 2019 to the “Departamento de Ações e Custódia” of Banco Bradesco S.A., the depositary bank, located at Cidade de Deus, s/n, Amarelo Velho Building, sub-solo – Vila Yara – Zip Code: 06029-900 – Osasco – SP.


 

 

 

TELEFÔNICA BRASIL S.A.

Publicly-held Company

CNPJ MF 02.558.157/0001-62 - NIRE  35.3.001.5881-4

 

 

Note: Values of Interest on Capital per common and preferred share may suffer future adjustments until February 28, 2019, due to possible acquisitions of shares within the Program for the Buyback of Shares to be held in treasury for subsequent sale and/or cancellation.

 

 

 

São Paulo, February 15, 2019.

 

 

 

 

David Melcon Sanchez-Friera

CFO and Investor Relations Officer

 

Telefônica Brasil – Investor Relations

Tel: +55 11 3430-3687

Email: ir.br@telefonica.com 

Information available at: www.telefonica.com.br/ir

 

 

 

 

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.

 

 

 

TELEFÔNICA BRASIL S.A.

Date:

February 15, 2019

 

By:

/s/ Luis Carlos da Costa Plaster

 

 

 

 

Name:

Luis Carlos da Costa Plaster

 

 

 

 

Title:

Investor Relations Director