0001104659-11-019231.txt : 20110408 0001104659-11-019231.hdr.sgml : 20110408 20110408094549 ACCESSION NUMBER: 0001104659-11-019231 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110408 DATE AS OF CHANGE: 20110408 GROUP MEMBERS: AVIVA GROUP HOLDINGS LIMITED GROUP MEMBERS: AVIVA INSURANCE LIMITED GROUP MEMBERS: AVIVA INTERNATIONAL HOLDINGS LIMITED GROUP MEMBERS: AVIVA INTERNATIONAL INSURANCE LIMITED GROUP MEMBERS: AVIVA PLC GROUP MEMBERS: CF I INVEST C.V. GROUP MEMBERS: CGU INTERNATIONAL HOLDINGS B.V. GROUP MEMBERS: CYRTE INVESTMENTS GP I B.V. GROUP MEMBERS: DELTA LLOYD N.V. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERREMARK WORLDWIDE INC. CENTRAL INDEX KEY: 0000912890 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521989122 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50879 FILM NUMBER: 11747882 BUSINESS ADDRESS: STREET 1: ONE BISCAYNE TOWER STREET 2: 2 SOUTH BISCAYNE BLVD., SUITE 2800 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: 305-961-3200 MAIL ADDRESS: STREET 1: ONE BISCAYNE TOWER STREET 2: 2 SOUTH BISCAYNE BLVD., SUITE 2800 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: TERREMARK WORLDWIDE INC DATE OF NAME CHANGE: 20000503 FORMER COMPANY: FORMER CONFORMED NAME: AMTEC INC DATE OF NAME CHANGE: 19970715 FORMER COMPANY: FORMER CONFORMED NAME: AVIC GROUP INTERNATIONAL INC/ DATE OF NAME CHANGE: 19950323 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYRTE INVESTMENTS BV CENTRAL INDEX KEY: 0001389684 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: FLEVOLAAN 41A STREET 2: 411 KC NAARDEN P.O. BOX 5081 CITY: NAARDEN STATE: P7 ZIP: 1401 AB BUSINESS PHONE: 31 35 695 9000 MAIL ADDRESS: STREET 1: FLEVOLAAN 41A STREET 2: 411 KC NAARDEN P.O. BOX 5081 CITY: NAARDEN STATE: P7 ZIP: 1401 AB SC 13D/A 1 a11-9889_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

TERREMARK WORLDWIDE, INC.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

881448203

(CUSIP Number)

 

Anneke Westbroek

Flevolaan 41A

1411 KC NAARDEN

P.O. Box 5081

1410 AB NAARDEN

The Netherlands

+31 35 695 9090

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

Copy to:

 

Alex Bafi, Esq.

Herbert Smith LLP

Exchange House

Primrose Street

London EC2A 2HS

United Kingdom

+44 20 7374 8000

April 5, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cyrte Investments B.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

2



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Cyrte Investments GP I B.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

3



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CF I Invest C.V. (f/k/a
Cyrte Fund I C.V.)

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

4



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aviva plc

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
England and Wales

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

5



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aviva Group Holdings Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
England and Wales

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

6



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aviva International Insurance Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
England and Wales

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

7



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aviva Insurance Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Scotland

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

8



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Aviva International Holdings Limited

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
England and Wales

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

9



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
CGU International Holdings B.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

10



 

CUSIP No.   10553M101

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Delta Lloyd N.V.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
Not applicable

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
The Netherlands

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
0

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
0%

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

 

11



 

Item 1.

Security and Issuer

This Amendment No. 10 to the statement on Schedule 13D (this “Amendment”) filed with the Securities and Exchange Commission on December 13, 2006, as amended on January 23, 2007, February 9, 2007, February 21, 2007, March 6, 2007, March 20, 2007, March 28, 2007, May 2, 2007, October 9, 2007, and February 1, 2010, relates to the Common Stock (the “Shares”) of Terremark Worldwide, Inc.  (the “Company”).  The Company’s principal offices are located at One Biscayne Tower, 2 South Biscayne Boulevard, Suite 2800, Miami, Florida.

 

 

Item 2.

Identity and Background

(a), (b) and (c) This Amendment is being filed jointly by (i) Aviva plc, a public limited company organized under the laws of England and Wales, (ii) Aviva Group Holdings Limited, a limited liability company organized under the laws of England and Wales; (iii) Aviva International Insurance Limited, a limited liability company organized under the laws of England and Wales; (iv) Aviva Insurance Limited, a limited liability company organized under the laws of Scotland; (v) Aviva International Holdings Limited, a limited liability company organized under the laws of England and Wales; (vi) CGU International Holdings B.V., a limited liability company organized under the laws of The Netherlands; (vii) Delta Lloyd N.V., a limited liability company organized under the laws of The Netherlands; (viii) Cyrte Investments B.V. (“Cyrte Investments”), a limited liability company organized under the laws of The Netherlands; (ix) Cyrte Investments GP I B.V. (“Cyrte Investments GP”), a limited liability company organized under the laws of The Netherlands; and (x) CF I Invest C.V. (f/k/a Cyrte Fund I C.V. and hereinafter, “CF Invest”), a limited partnership organized under the laws of The Netherlands (collectively, the “Reporting Persons”). Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited and CGU International Holdings B.V. are referred to herein as the “Aviva Reporting Persons”.

 

Aviva plc owns all of the outstanding share capital of Aviva Group Holdings Limited. Aviva Group Holdings Limited owns all of the outstanding share capital of Aviva International Insurance Limited. Aviva International Insurance Limited owns all of the outstanding share capital of Aviva Insurance Limited. Aviva Insurance Limited owns all of the outstanding share capital of Aviva International Holdings Limited. Aviva International Holdings Limited owns all of the outstanding share capital of CGU International Holdings B.V. CGU International Holdings B.V. owns 53.9% of the outstanding share capital of Delta Lloyd N.V. Delta Lloyd N.V. owns 85% of the share capital of Cyrte Investments. Cyrte Investments is the manager of the investment portfolio held by CF Invest and owner of all of the outstanding capital stock of Cyrte Investments GP. Cyrte Investments GP is the general partner of CF Invest.

 

The name, business address, business activity and present principal occupation or employment of each director, officer or general partner of the Reporting Persons are set forth in Schedule I hereto, which is incorporated herein by reference.

 

The principal business of each of the Aviva Reporting Persons and Delta Lloyd N.V. is insurance services. The principal business of Cyrte Investments is investment management. Cyrte Investments GP’s principal business is to act as the general partner of CF Invest. CF Invest is an investment fund; its principal business is to invest in listed and non-listed equity securities in the technology, media and telecommunication sectors.

 

(d) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of persons listed on Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

 

(e) During the last five years, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of persons listed on Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) The citizenship of each director or general partner of the Reporting Persons who is a natural person is set forth in Schedule I hereto, which is incorporated herein by reference.

 

12



 

 

Item 4.

Purpose of Transaction

As previously disclosed, CF Invest, represented by its general partner, Cyrte Investments GP, entered into a Tender and Support Agreement with Verizon Communications Inc., and Verizon Holdings Inc., dated January 27, 2011 (the “Support Agreement”).  Pursuant to the Support Agreement, CF Invest agreed, among other things to tender the Shares it owned pursuant to the Offer (as defined in the Agreement and Plan of Merger, dated as of January 27, 2011, by and between, the Company, Verizon Communications Inc. and Verizon Holdings Inc. and reported on the Company’s current report on Form 8-K filed January 27, 2011).

 

On April 5, 2011, Cyrte Investments GP sold all 10,074,845 Shares it owned to Verizon Holdings Inc. for $19.00 per share, pursuant to the Offer.

 

Except as described in this Amendment, none of the Reporting Persons has any present plan or proposal that relates to, or could result in any of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.

 

Item 5.

Interest in Securities of the Issuer

(a) and (b) None of the Reporting Persons beneficially owns any Shares.

 

(c) On April 5, 2011, Cyrte Investments GP sold all 10,074,845 Shares it owned to Verizon Holdings Inc. for $19.00 per share, pursuant to the Offer.

 

(d) The limited partners of CF Invest, being Stichting Pensioenfonds Zorg en Welzijn and Flevo Investors B.V., will have the benefit of any dividends from, or proceeds from the sale of, the Shares of the Company owned by Cyrte Investments GP, subject to certain fee arrangements.

 

(e) On April 5, 2011, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Shares.

 

13



 

 

 

Item 7.

Material to Be Filed as Exhibits

 

Exhibit No.

 

Description

 

 

 

99.1

 

Agreement of Joint Filing among Cyrte Investments B.V., Cyrte Investments GP I B.V., CF I Invest C.V., Aviva plc, Aviva Group Holdings Limited, Aviva International Insurance Limited, Aviva Insurance Limited, Aviva International Holdings Limited, CGU International Holdings B.V. and Delta Lloyd N.V., dated as of April 8, 2011.

 

 

14



 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

April 8, 2011

 

Date

/s/ Peter Veldman

 

Signature

Cyrte Investments B.V., by Peter Veldman attorney-in-fact*

 

April 8, 2011

 

Date

/s/ Peter Veldman

 

Signature

Cyrte Investments GP I B.V., by Peter Veldman attorney-in-fact*

 

April 8, 2011

 

Date

/s/ Peter Veldman

 

Signature

CF I Invest C.V., by Peter Veldman attorney-in-fact*

 

April 7, 2011

 

Date

/s/ Neil Harrison

 

Aviva plc, by Neil Harrison attorney-in-fact**

 

April 7, 2011

 

Date

 

/s/ Neil Harrison

 

Signature

Aviva Group Holdings Limited by Neil Harrison attorney-in-fact**

 

April 7, 2011

 

Date

/s/ Neil Harrison

 

Signature

Aviva International Insurance Limited by Neil Harrison attorney-in-fact**

 

April 7, 2011

 

Date

/s/ Neil Harrison

 

Signature

Aviva Insurance Limited by Neil Harrison attorney-in-fact**

 

April 7, 2011

 

Date

 

/s/ Neil Harrison

 

Signature

Aviva International Holdings Limited by Neil Harrison attorney-in-fact**

 

April 7, 2011

 

Date

 

/s/ Neil Harrison

 

Signature

CGU International Holdings B.V. by Neil Harrison attorney-in-fact***

 

April 7, 2011

 

Date

/s/ H.P. Laoh

 

Signature

Delta Lloyd N.V., by H.P. Laoh attorney-in-fact****

 

 


*Signed pursuant to power of attorney dated January 10, 2011, included as Exhibit 99.2 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

 

** Signed pursuant to power of attorney dated December 17, 2010 included as Exhibit 99.3 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

 

*** Signed pursuant to power of attorney dated December 17, 2010, included as Exhibit 99.4 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

 

**** Signed pursuant to power of attorney dated January 11, 2011, included as Exhibit 99.5 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

 

15



 

SCHEDULE I

 

The name, business address, business activity, present principal occupation or employment and, if a natural person, citizenship of each director, officer or general partner of the Reporting Persons are set forth in Schedule I hereto, which is incorporated herein by reference.

 

Cyrte Investments B.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Botman, Franciscus Johannes

 

Flevolaan 41A,
1411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands

 

Director
(
bestuurder)
and Chairman of Management Board

 

Director
(bestuurder)

 

The Netherlands

Knoeff, Peter André

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Hoek, Nicolaas Willem

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board
Director

 

The Netherlands

Roozen, Emilius Alfonsus Anthonius

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board
Director

 

The Netherlands

Krant, Joseph

 

Dreeftoren 5th floor
Haaksbergweg 11
1101 BP Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board
Director

 

The Netherlands

 

Cyrte Investments GP I B.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Cyrte Investments B.V.

 

Flevolaan 41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands

 

Investment
management

 

Investment management; sole director (bestuurder) of Cyrte Investments GP I B.V.

 

Not applicable

 

CF I Invest C.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Cyrte Investments GP I B.V.

 

Flevolaan 41A,
411 KC Naarden,
P.O. Box 5081,
1401 AB Naarden,
The Netherlands

 

Investment
management

 

Investment management; general partner of CF I Invest C.V.

 

Not applicable

 

Aviva plc

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Francis, Mary Elizabeth

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

United Kingdom

Goeltz, Richard Karl

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Senior Independent Director

 

Senior Independent Director

 

United States

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Piwnica, Carole

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

Belgium

Sharman, Colin Morven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Chairman

 

Chairman

 

United Kingdom

Van de Walle, Leslie

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

France

Walls, John Russell Fotheringham

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

United Kingdom

Machell, Simon Christopher

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

Ainley, John David

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

Dromer, Alain Henri Pierre

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

France

Hodges, Mark Steven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Mayer, Igal Mordeciah

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Director

 

Executive Director

 

Canada

Mackenzie, Amanda Felicity

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

Wheway, Jonathan Scott

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

United Kingdom

Hoskins, Richard

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom/Australia (dual)

Goh, Euleen Yiu Kiang

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

Singapore

Hawker, Michael John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Non exec. Director

 

Non exec. Director

 

Australia

Spencer, Robin Lloyd

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Committee Member

 

Executive Committee Member

 

United Kingdom

Regan, Patrick Charles

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Executive Director

 

Executive Director

 

United Kingdom

 

16



 

Aviva Group Holdings Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Regan, Patrick Charles

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

 

Aviva International Insurance Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

St Helen’s,
1Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Regan, Patrick Charles

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Harris, Timothy Walter

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Spencer, Robin Lloyd

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Cote, Diane Fabienne Marie

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

France

Mayer, Igal Mordeciah

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

Canada

 

Aviva Insurance Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

Moss, Andrew John

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

Regan, Patrick Charles

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

Harris, Timothy Walter

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

Spencer, Robin Lloyd

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

United Kingdom

Cote, Diane Fabienne Marie

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

France

Mayer, Igal Mordeciah

 

Pitheavlis,
Perth PH2 0NH

 

Director

 

Director

 

Canada

 

17



 

Aviva International Holdings Limited

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hodges, Mark Steven

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Mayer, Igal Mordeciah

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

Canada

Moss, Andrew John

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Regan, Patrick Charles

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Machell, Simon Christopher

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Hoskins, Richard

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom/Australia (dual)

 

CGU International Holdings B.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Harris, Timothy

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

Cooper, Kirstine Anne

 

St Helen’s,
1 Undershaft,
London EC3P 3DQ

 

Director

 

Director

 

United Kingdom

 

Delta Lloyd N.V.

 

Name

 

Business address

 

Business activity

 

Present principal
occupation or
employment

 

Citizenship

Hoek, Nicolaas Willem

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Roozen, Emilius Alfonsus Anthonius

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Medendorp, Paul Kerst

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

Germany

Verstegen, Onno Wim

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Executive Director

 

Executive Director

 

The Netherlands

Holsboer, Jan Hendrik

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Kottman, René Herman Philip Willem

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Hartman, Peter Frans

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Boumeester, Pamela Gertrude

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Haars, Jan Gerard

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Fischer, Eric Jacob

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

Moss, Andrew John

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

United Kingdom

Regan, Patrick Charles

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

United Kingdom

Van der Lecq, Sofia Gepke

 

Amstelplein 6,
1096 BC Amsterdam,
The Netherlands

 

Supervisory Board Director

 

Supervisory Board Director

 

The Netherlands

 

18


EX-99.1 2 a11-9889_1ex99d1.htm EX-99.1

EXHIBIT 99.1

 

CUSIP NO. 881448203

 

AGREEMENT OF JOINT FILING

 

The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, with respect to the shares of Common Stock, par value $0.001 per share of Terremark Worldwide, Inc.  Each of the undersigned further agrees and acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained herein, but shall not be responsible for completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

 

DATED: April 8, 2011

REPORTING PERSON:

 

 

 

 

Cyrte Investments B.V.

 

 

 

 

 

/s/ Peter Veldman

 

 

By: Peter Veldman Attorney-in-fact*

 

 

 

 

 

Cyrte Investments GP I B.V.

 

 

 

 

 

/s/ Peter Veldman

 

 

By: Peter Veldman Attorney-in-fact*

 

 

 

 

 

CF I Invest C.V.

 

 

 

 

 

/s/ Peter Veldman

 

 

By: Peter Veldman Attorney-in-fact*

 

 

 

 

 

Aviva plc

 

 

/s/ Neil Harrison

 

 

By: Neil Harrison Attorney-in-fact**

 

 

 

 

 

Aviva Group Holdings Limited

 

 

/s/ Neil Harrison

 

 

By: Neil Harrison Attorney-in-fact**

 

 

 

 

 

Aviva International Insurance Limited

 

 

/s/ Neil Harrison

 

 

By: Neil Harrison Attorney-in-fact**

 

 

 

 

 

Aviva Insurance Limited

 

 

/s/ Neil Harrison

 

 

By: Neil Harrison Attorney-in-fact**

 

 

 

 

 

Aviva International Holdings Limited

 

 

/s/ Neil Harrison

 

 

By: Neil Harrison Attorney-in-fact**

 

 

 

 

CGU International Holdings B.V.

 

 

/s/ Neil Harrison

 

 

By: Neil Harrison Attorney-in-fact***

 

 

 

 

 

Delta Lloyd N.V.

 

 

 

 

 

/s/ H.P. Laoh

 

 

By: H.P. Laoh Attorney-in-fact****

 

 


*Signed pursuant to power of attorney dated January 10, 2011, included as Exhibit 99.2 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

 

** Signed pursuant to power of attorney dated December 17, 2010 included as Exhibit 99.3 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

 

*** Signed pursuant to power of attorney dated December 17, 2010, included as Exhibit 99.4 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.

 

**** Signed pursuant to power of attorney dated January 11, 2011, included as Exhibit 99.5 to Amendment No. 9 to the statement on Schedule 13D filed with the Securities and Exchange Commission on December 13, 2006.