TIM S.A. Form 6-K Summary
Business context and reporting period
This Form 6-K reports resolutions of TIM S.A.’s Board of Directors meeting held by videoconference on September 28, 2020. The filing concerns corporate governance, the completion of the merger of TIM Participações S.A. into TIM S.A., long-term incentive plan share transfers, and the company’s listing on B3’s Novo Mercado segment. It does not present quarterly operating or financial results for September 30, 2020.
Key financial and corporate metrics
| Item | Reported information |
|---|---|
| Subscribed and fully paid capital | R$13,477,890,507.55 |
| Issued shares | 2,420,804,398 common shares |
| Long-term incentive plan transfers | 357,379 treasury common shares transferred to beneficiaries for 2018 and 2019 grants |
| TIM Participações treasury shares extinguished | 228,081 common shares; these shares were not replaced with TIM S.A. shares |
| Merger exchange ratio | One TIM S.A. common share for each TIM Participações S.A. common share, as provided in the merger protocol |
The filing does not provide revenue, net income, operating cash flow, margins, debt, liquidity, or other operating performance measures.
Material changes versus the prior comparable period
- The merger of TIM Participações S.A. into TIM S.A. was consummated after the suspensive condition relating to the Novo Mercado listing was satisfied.
- TIM S.A. was approved for listing on B3’s Novo Mercado segment on September 28, 2020.
- The company amended its Related Parties Policy, Disclosure and Use of Information and Securities Trading Policy, and Board of Directors’ Internal Rules to meet Novo Mercado requirements.
- The company updated its stated capital and share count to reflect the merger and transfers of treasury shares under the incentive plans. The amendment remains subject to ratification at the first subsequent shareholders’ meeting.
Guidance, outlook, risks, contingencies, and unusual items
No financial guidance or operating outlook is provided. The principal unusual items are the completion of the merger, the extinguishment of 228,081 TIM Participações treasury shares, and the transfer of 357,379 treasury shares under long-term incentive plans. The filing states that the capital adjustment does not affect the proposed ownership percentages or the merger exchange ratio.
Facts investors should verify
- Ratification of the updated bylaws and capital stock at the first subsequent shareholders’ meeting.
- Final post-merger share ownership and any remaining treasury shares.
- Implementation and continuing compliance with Novo Mercado governance requirements.
- Financial and operating results, debt, liquidity, and cash flow, which are not included in this Form 6-K.