History
PHAROL's history is often overlapped with the telecommunications history in Portugal.
The first telephone experiments made in Portugal connected Carcavelos to the Central do Cabo in Lisbon in 1877.
In 1968 it was created a state owned company named Telefones de Lisboa e Porto (TLP) to manage the telephone service concession in Lisbon and Oporto, while at the same time, the Correios, Telégrafos e Telefones (CTT) were exploring the telephone service in the rest of the country. In 1925, Companhia Portuguesa Rádio Marconi (CPRM) was founded to explore the radio-telegraphy and wireless telephone.
In 1970, CTT became a state owned company and, in 1989, TLP became a limited company, fully state owned. In 1991, Teledifusora de Portugal (TDP) was created with the aim of exploring the broadcasting infrastructures. In 1992, CTT became a limited company with state funding and it was created the Comunicações Nacionais, SPGS, SA (CN), a state holding company aimed at managing all state owned stakes in the telco industry, namely CTT, TLP, CPRM and TDP. Additionally, in 1992, the telecommunications developed by CTT were spun-off through the creation of Telecom Portugal SA while CTT remained exclusively dedicated to post services.
Therefore, Portugal had its telecommunications services being provided by three operators: TLP provided telephone service in Lisbon and Oporto areas; Telecom Portugal, was responsible by the rest of all national communications, to Europe and Mediterranean sea, while Marconi assured intercontinental traffic.
In 1994, it was formed a single national telecommunications company that resulted from the merger of the state owned telecommunications companies held by the state holding CN –Telecom Portugal, TLP and TDP, forming Portugal Telecom, SA. In 1995, before the IPO, Portugal Telecom, SA has integrated the majority stake owned by CN in Marconi.
On 1 June of 1995 Portugal Telecom, SA began its IPO process, completing the 1st step of the IPO with the transfer to the private sector of the equivalent to 27.26% of its capital. On June 1996 it was completed the 2nd step involving 21.74% of its capital, leading to 49% of the capital listed. In 1997, with the approval of a new law regarding the delimitation of the sectors, it was allowed for the state to hold less than 51% of the company's capital, thus, completing, in October of the same year, the 3rd step of the IPO with the sale of circa 26% of shares, increasing to circa 75% the capital listed. In 1999, Portugal Telecom SA's 4th step was completed. In this operation, the state disposed circa 13.5% of the company's capital. It was also held a capital increase aimed at the company's shareholders, through the issuance of shares equivalent to 10% of the capital. After these two transactions, the state reduced its stake from 25.15% to circa 11%. On December 2000, the 5th and last step of the IPO was completed, resulting in an almost fully listed company. On 12 December, Portugal Telecom, SA changed its social object to Sociedade Gestora de Participações Sociais, under the social denomination of Portugal Telecom, SGPS, SA.
Since its incorporation, PT Group has always led the telecommunications sector in Portugal and expanded its business areas to new technologies, products and services, strengthening always its awareness as an innovative and customer centred company.
In the 90's, in the fixed telephony market, PT Group strengthened its ADSL network and built a robust cable network, which allowed for the launch of its pay-TV service in 1994, TV Cabo, and the broadband market leadership. In the mobile market, a market that it has always led, PT Group was the first company in the world to launch, in 1995, a prepaid service, Mimo, followed by all the companies in the sector.
In 2006, the company was targeted for an hostile takeover through a Public Offering by a Portuguese company, owned by one of the largest economic group in Portugal. On February 2007, on a General Meeting, the shareholders voted in favour of the management proposal, refusing the hostile takeover. Following this refusal, PT Group spun-off PT Multimédia, the owner of TV Cabo, Lusomundo Cinemas and Lusomundo Audiovisuais.
In 2007 began a new turn in the telecommunications sector in Portugal, once again led by PT Group. After losing its cable network, PT Group invested in the modernisation and digitalisation of its fixed network, rolling out a new generation FTTH network and launching the MEO service, a TV service anchored in a disruptive, non-linear and interactive experience and in a differentiated content TV offer. Once again, PT Group turned a product into a successful case-study, changing the whole market and achieving successful market share gains. In three years, MEO reached one million customers. MEO success and the continued investment in technology made possible the convergence pathway. In January 2013, PT Group launched M4O, the first convergent product in the Portuguese market, with fixed and mobile voice, fixed broadband and pay-TV. The success of the convergence strategy under the MEO brand and the high level of brand awareness achieved allowed for the change of the mobile brand TMN to MEO in January 2014, increasing the simplicity and customer focus and becoming the communications brand of reference in Portugal. For PT Group, this brand convergence allowed to continue to promote efficiency and increase its assets profitability.
The investment realised in the last years in future proof technologies, including the FTTH network, with the expansion to 1.7 million homes passed, underpinned MEO's and convergent offers growth, allowing to differentiate and enhance even further the quality of service while increasing also the customer loyalty. The comprehensive FTTH coverage leveraged also the investment in the broadband mobile networks. In the beginning of 2014, PT Group had 95% of its base stations connected with fibre and reached a 4G LTE coverage of circa 93%.
Alongside, over the years, PT Group has diversified its asset portfolio, creating an important Portuguese-speaking telecommunications operator, being present in several geographies, focused in Portugal, Brazil and Africa, but also present in Asia. In Africa, PT Group had stakes in Angola, Namibia, Cape Verde, São Tomé e Príncipe and Méditel that was disposed in 2009. In Brazil, after the acquisition of several companies, like Telesp Celular, PT Group entered into a joint-venture with Telefónica to create Vivo, the mobile market leader in the Brazilian market. After the sale of Vivo, in 2010, PT Group invested in Oi as a way to remain in the Brazilian market, a market of high growth potential that has always been a priority to the Group.
On 2 October 2013, PT SGPS and Oi, S.A. ("Oi") announced the intention of combining the two businesses of PT and Oi (the "Business Combination"), integrating them into a single Brazilian listed entity, named as CorpCo.
On May 5, 2014, PT SGPS subscribed the Oi share capital increase with the contribution of the PT Assets defined as its 100% interest in PT Portugal, SGPS, S.A., which as of that date included all operational businesses of Portugal Telecom Group.
As result of the contribution to the Oi share capital increase, PT SGPS increased its effective interest in Oi from 23.2%, previously held through Bratel Brasil, to an economic interest of 39.7%, held through a total direct interest of 35.8% (32.8% in PT SGPS and 3.0% in Bratel Brasil) and an indirect interest of 3.9% held through the controlling shareholders of Oi. After the said contribution, PT SGPS continued having a joint control of Oi with its partners (similarly to previous years), but all the operations in the various geographies are carried out by Oi.
Following the default, in July 2014, as to the reimbursement of the debt instruments issued by Rio Forte Investments, S.A. ("Rio Forte"), PT SGPS and Oi entered, on 8 September 2014, into an Exchange Agreement and a Call Option Agreement, both subject to the laws of Brazil, and the main terms and conditions of which were approved by the shareholders at a General Meeting held on the same date.
The execution of the agreements with Oi, including the Exchange Agreement and the Call Option Agreement, permitted the pursuance of the Business Combination transaction announced on 2 October 2013. However, the pursuance of the merger of PT SGPS into CorpCo, and the resulting extinguishment of PT SGPS, as originally planned was no longer feasible taking into account the change in the composition of PT SGPS' assets after the performance of the Exchange, as well as the deterioration of Oi's financial situation verified in the meanwhile.
On March 30, 2015, the Exchange was completed, whereby PT SGPS held (i) an effective stake of 27.48% in Oi, directly or indirectly through wholly owned subsidiaries, 84,167,978 common shares and 108,016,749 preferred shares of Oi (ii) debt securities of Rio Forte with a nominal value of Euro 897 million (iii) the Call Option on 47,434,872 common shares and 94,869,744 preferred shares of Oi.
On May 29, 2015, shareholders decide to change the name of the company to Pharol, SGPS S.A..
As of October 8, 2015, following the voluntary conversion of preferred shares into common shares of Oi, PHAROL now holds, directly and indirectly through wholly owned subsidiaries, 183,662,204 common shares of Oi, representing 27.2% of total share capital of Oi (excluding treasury shares). PHAROL's voting rights in Oi are limited to 15% of the total common shares of Oi.
On April 29 and May 19, 2016, PHAROL, due to a corporate reorganization, transferred direct ownership of 128,213,478 common shares issued by Oi S.A., to its 100% owned subsidiary BRATEL B.V.. Due to the Corporate Reorganization, BRATEL B.V. now directly holds (and PHAROL indirectly holds) 183,662,204 common shares of Oi S.A., which represent 22.24% of Oi S.A.'s entire share capital (27.18% excluding treasury shares).
On September 15, 2017, PHAROL has proceeded to new a Corporate Reorganization aimed at focusing the operations in Luxembourg. In this way, 183,662,204 common shares issued by Oi SA held by BRATEL BV, were transferred to BRATEL S.à.r.l., a company with its registered office in Luxembourg, 69, Boulevard de la Pétrusse, L-2320 Luxembourg, 100% owned by BRATEL B.V.
In December 2017, and after the decision by the Court of the 7th Business Court of Rio de Janeiro (which it handles the Judicial Recovery of Oi) and which decided to withdraw the rights of the members of the Board of Directors of Oi in the approval of the Judicial Recovery Plan, it was understood that PHAROL lost the significant influence it had until then on its associate Oi. Consequently, on 31 December 2017, PHAROL began to measure its investment in Oi at market value and classify it as "Financial Assets".
Oi S.A., in the disclosure of its consolidated results for 2017, announced that it had restated its Consolidated Equity on January 1, 2016 and December 31, 2016, amounting to BRL 18 billion and BRL 19 billion, respectively. Following this restatement, PHAROL's investment in Oi, being recorded under the equity method, was restated and valued at zero in the periods of January 1, 2016 and December 31, 2016.
On July 20, 2018, following the homologation of the Capital Increase through the conversion of debt into shares, Oi's share capital increased from 825,760,902 shares for a total of 2,340,060,505 shares, was a dilution of PHAROL's participation in Oi to less than 8%.
On January 9, 2019, as part of the capital increase due to the Entry of New Resources, Oi went from 2,340,060,505 shares to a total of 5,954,205,001 shares representing its share capital, with a dilution of PHAROL's stake in Oi to less than 4%, even though it partially accompanied the referred capital increase.
On April 2, 2019, with the approval of an agreement between PHAROL and Oi on January 8, 2019, in which Oi committed itself to reimburse PHAROL for the damages suffered through Oi's shares and resources for the acquisition of Oi shares subscribed in the aforementioned capital increase, PHAROL hold a 5.51% interest in Oi's share capital.
During 2020, PHAROL sold all preferred shares of Oi and a small portion of common shares, resulting in a final stake of 5.37% of Oi's share capital.
In 2021, after carrying out transactions for the purchase and sale of shares in Oi, PHAROL held a position of 5.38% in Oi (without treasury shares held by Oi itself).
In 2022, PHAROL once again liquidated part of its position in Oi, leaving a final position of 2.20% and in 2023, PHAROL sold another part of its stake in Oi and in December 2023 the final stake was 0. 18% of Oi (without treasury shares).
