NoWay
It's time to play the game
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Obbligazioni societarie HIGH YIELD e oltre, verso frontiere inesplorate - Vol. 1
- Creatore Discussione TRADING_IDEAS
- Data di Inizio
- Stato
CLIFF NR va malissimo
è in mano ad una private equity che l'ha spolpata ben bene con pesanti dividendi agli azionisti e i risultati si vedono
Aggiungi il ribasso generale delle materie prime, ferro in questo caso, e i margini operativi sono irrisori o negativi
qquebec
Super Moderator
Tempo addietro se n'era parlato (male). Ora ci sono anche problemi legati al prezzo delle materie prime http://www.thestreet.com/story/1321...n-ore-prices-fall.html?puc=yahoo&cm_ven=YAHOO
Fossi in te, venderei il bond Cliff US18683KAD37 scambiandolo con Venezuela 2038
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Greek Senior Bank Bondholders Risk Imposed Losses After Aid Deal
By Tom Beardsworth and Katie Linsell - 14/lug/2015 15:23:24
Greece’s bailout puts senior bank bondholders explicitly in line for losses because the deal requires the country to approve reforms as a condition for aid.
International creditors led by Germany are demanding that Greece agree by July 22 to adopt the European Union’s Bank Resolution and Recovery Directive, known as the BRRD, which makes it easier to impose losses on senior creditors and depositors. Greece’s existing insolvency laws exclude a bail-in of the debt, according to Fitch Ratings.
Greek Prime Minister Alexis Tsipras bowed to demands from European creditors on Monday in exchange for a bailout of as much as 86 billion euros ($95 billion) that will keep the country in the euro zone. A 25 billion euro recapitalization of the banks, which have have been shut for two weeks to prevent their collapse, may not be enough.
“The landscape appears to be set for the banks to be restructured and for the potential bail-in of bank debt,” said Michael Doran, a partner at law firm White & Case in London, who advised on the resolution of Cypriot banks in 2013. “The introduction of the BRRD in Greece materially impacts bondholders’ positions. I don’t see how bank bondholders are going to come out of this happy.”
Completely Safe
Banks will be completely safe and won’t require a bail-in after the recapitalization, Economy Minister George Stathakis said in Bloomberg TV interview with Olivia Sterns.
Senior unsecured debt in Alpha Bank AE, National Bank of Greece SA, Eurobank Ergasias SA and Piraeus Bank SA has risen about 10 percent to about 40 cents on the euro since the deal announcement, according to data compiled by Bloomberg. That compares with a 43 percent increase for notes sold by Hellenic Petroleum SA.
Investors face losses or equity conversions ranging from zero to 9.1 percent on 1.9 billion euros of senior bonds sold by the four banks if bailout funds are delivered in full, according to Alberto Gallo, head of macro credit research at Royal Bank of Scotland Group Plc. Write downs rise to as much as 43 percent without the funds, he wrote in a report on Monday.
Damocles’ Sword
“As a bondholder you have the Damocles’ sword of bail-in hanging over your head,” said George Satlas, fund manager at Eurobank Asset Management in Athens. “Bank bonds didn’t pick up as much as corporate bonds because the outlook is still uncertain.”
The EU’s directive was developed after the global financial crisis to protect taxpayers from paying to rescue failed banks. All member states are required to apply the rules by 2016.
The bail-in clauses allow authorities to recapitalize a failing lender by writing down its liabilities or converting them to equity so the bank can continue operating.
GOL LINHAS AÉREAS INTELIGENTES S.A.
CNPJ/MF No. 06.164.253/0001-87
NIRE 35.300.314.441
NOTICE TO THE SHAREHOLDERS
Under the terms of CVM Instruction no. 358/02, as amended, Gol Linhas Aéreas Inteligentes S.A. ("Company") hereby informs to its shareholders and to the public that its Board of Directors, at a meeting held on July 14, 2015, approved an increase in the cap ital stock of the Company, within the limits of the authorized capital, in accordance with article 6 of the Company's Bylaws, in the amount of R$ 461,272,399.20 (four hundred and sixty -one milion, two hundred and seventy-two thousand, three hundred and ninety-nine reais and twenty cents), increasing the capital stock of the Company from R$ 2,618,837,134.50 (two bilion, six hundred and eighteen milion, eight hundred and thirty -seven thousand, one hundred and thirty -four reais and fifty cents) to R$ 3,080,109,533.70 (three bilion, eighty milion, one hundred and nine thousand, five hundred and thirty-three reais and seventy cents), upon the issuance of
64,065,611 (sixty four milion, sixty -five thousand, six hundred and eleven) preferred shares
("Capital Increase").
As per Material Fact disclosed by the Company on July 10, 2015, the Capital Increase is part of a strategic transaction agreed upon by the Company, its controling shareholder, Fundo de Investimento em Participações Volluto ("FIP Voluto"), and Delta Air Lines, Inc. ("Delta"), which establishes, in addition to the Capital Increase, (i) Delta's commitment to guarantee a term loan to be entered into by the Company with third party lenders of up to US$300 milion, with the guarantee in favor of such third party lenders secured by a first priority security interest in favor of Delta in common shares of Smiles S.A. held by the Company, and (i) an extension and expansion of the Company's commercial cooperation arrangements with Delta; it being understood that the consummation of each of such transactions is subject to conditions, including the execution and delivery of definitive documentation, regulatory approvals from the Brazilian antitrust authority, and other customary closing conditions.
FIP Voluto undertook to (i) invest up to US$90 milion by exercising its statutory preemptive rights in the subscription of approximately 61% of the new shares to be issued in the Capital Increase, and (i) assign to Delta its statutory preemptive rights to subscribe the eventual remaining shares after the exercise of the statutory preemptive rights of the remaining shareholders. Delta undertook to (i) exercise its statutory preemptive rights in the subscription of approximately 2,9% of the new shares to be iss ued in the Capital Increase, and (i) exercise the statutory preemptive rights assigned by FIP Voluto in the subscription of the remaining shares after the exercise of the statutory preemptive rights of the remaining shareholders, in order to invest up to US$56 milion. Such investments are subject to certain conditions set forth in the Investment Agreement executed by the Company, FIP Voluto and Delta on July 10, 2015.
T he terms of the Capital Increase are as folows:
1. Total Amount of Capital Increase: R$ 461,272,399.20 (four hundred and sixty -one milion, two hundred and seventy-two thousand, three hundred and ninety -nine reais and twenty cents), upon the private issuance of 64,065,611 (sixty four milion, sixty -five thousand, six hundred and eleven) preferred shares, registered, book-entry and with no par value, being such amount totaly alocated to the capital stock of the Company. Subject to the possibility of partial homologation of the Capital Increase, the capital stock of the Company shal increase from R$ 2,618,837,134.50 (two bilion, six hundred and eighteen milion, eight hundred and thirty-seven thousand, one hundred and thirty-four reais and fifty cents) to R$ 3,080,109,533.70 (three bilion, eighty milion, one hundred and nine thousand, five hundred and thirty -three reais and seventy cents), comprising 5,035,037,140 (five bilion, thirty -five milion, thirty-seven thousand, one hundred and forty) common shares and 203,383,968 (two hundred and three milion, three hundred and eighty three thousand, nine hundred and sixty eight) preferred shares.
2. Number of Shares Issued: 64,065,611 (sixty four milion, sixty-five thousand, six hundred and eleven) preferred shares. T he shareholders of the Company may subscribe 0.226239102 preferred share arising out of the Capital Increase for each preferred share held by them, and may subscribe 0.006463974 preferred share arising out of the Capital Increase for each common share held by them, which corresponds to the proportional interest held by the shareholder in the Dividends, pursuant to article 5, paragraph 8 of the Bylaws.
3. Type of Share: preferred shares, with no par value, of registered type, identical, in al aspects, to those already outstanding. No common shares wil be issued in the Capital Increase.
4. Issuance Price: the issuance price was fixed at R$ 7.20 (seven reais and twenty cents) per share.
5. Justification of the Issue Price: the issuance price of the Capital Increase shares was fixed, without unjustified dilution for the current shareholders of the Company, in accordance with article 170, paragraph 1st, item III, of Law No. 6,404/1976, as amended ("CorporationsAct"). In order to determine the issuance price, the Company's management took into consideration al the information available on the prices traded on the market, the methodologies permitted by article 170, paragraph 1st of the Corporations Act.
T he Company's management has also considered the particular details of the capital increase, which aims at alowing the capitalization of the Company, by means of committed investments of up to US$90 milion by the controling shareholder, and of up to US$56 milion by Delta, in the context of the extension of the strategic aliance between the Company and Delta.
T he Company's management has concluded that the net worth value of the Company's shares and the equity value obtained through the potential profitability of the Company are not proper methodologies for determining the issuance price at this moment, given the clear lack of factors suggesting that the intrinsic value of the Company is not reflected in trading price of the shares .
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T he Company's management concluded that the weighted average of the prices of the Company's shares listed in BM&FBOVESPA on the last 30 (thirty) trading sessions immediately prior to July 14, 2015 (inclusive) was the most appropriate methodology for determining the issuance price, in view of the liquidity of the Company's shares in the market, which presented significant trading volumes and numbers, and due to the lack of external events which would suggest the use of another criteria. Additionaly, the issuance price fixed pursuant to s uch methodology shall permit the Company to enforce the Delta Air Lines, Inc.'s investment commitment, subject to the other conditions set forth in the Investment Agreement executed on July 10, 2015.
6. Payment Terms: in cash, in Brazilian currency, upon the subscription and payment of the issuance price.
7. Destination of Proceeds: T he proceeds obtained in the Capital Increase shal be used to strengthen the Company's liquidity, capital structure and equity, to keep its growth plans and goals for both the short and long term, as wel as performing other investments required and necessary for the sustainable growth of the Company and for creating value for its shareholders.
T he strengthening of the Company's liquidity, capital structure and equity is consistent with the already disclosed and consolidated policy of the Company to maintain significant liquid funds in order to guarantee the Company's flexibility to respond to variations on the competitive conditions, on the cash generation and on the availability of third party funds. Given such purpose, the purpose of the Capital Increase shal be fulfiled upon the committed investment by the controling shareholder of up to R$ 282,356,114.40 (two hundred and eighty -two milion, three hundred and fifty-six thousand, one hundred and fourteen reais and forty cents), to strengthen the Company's liquidity. For such reason, in the event that only the controlling shareholder subscribes its proportional part of the shares of the Capital Increase, and Delta or the market shareholders do not subscribe for their proportional part of the issued shares for any reason, the Company shal consider the purpose of the Capital Increase duly fulfiled due to the already significant strengthening of its liquidity.
8. Dilution: the dilution to shareholders that do not subscribe for any shares during the Capital Increase subscription period shal be of 18.449835926%, considering the subscription and payment of al shares of the Capital Increase, and of 12.164086985%, considering the subscription and payment of the Minimum Subscription (as defined below).
9. Holders of ADRs: the Directors have decided that the preemptive rights shal not be granted to holders of American Depositary Receipts ("ADRs") issued by the Company, as permitted by the deposit agreement related to the ADRs.
10. Subscription Right: holders of common and preferred shares of the Company on July 15,
2015 shal be entitled to subscribe for new preferred shares arising out of the Capital Increase in the proportion of their interest in the capital stock, excluded treasury shares. After and including July 16, 2014, the shares shal be traded ex-right for subscription of the new issued shares.
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11. Assignment of Rights: the shareholders who hold shares of the Company that are bookkept by Banco Itaú Unibanco S.A. that wish to assign their preemptive rights in the subscription of the new shares (including the right to subscribe for remaining shares), wil be entitled to do so at one of the specialized branches of Banco Itaú Unibanco S.A. T he shareholders whose shares are held in custody by BM&FBOVESPA shal refer to their custodian agents.
12. Subscription Procedures: the shareholders who holds shares of the Company that are bookkept by Banco Itaú Unibanco S.A. that wish to exercise their preemptive in the subscription of the new shares, shal seek specialized branches of Banco Itaú Unibanco S.A. to subscribe for the new shares upon execution of the applicable subscription buletin (boletim de subscrição) and paying the applicable price. T he subscription period shal be from July 16, 2015 until and including August 14, 2015. T he shareholders whose shares are held at the BM&FBovespa Central Securities Depository ("T rustee Entity") shal exercise their respective rights through their custody agents and in accordance with the rules set forth by the T rustee Entity, in accordance with the terms and conditions hereof. T he shareholders shal indicate their interest in reserving eventual remaining shares in the applicable subscription buletin (boletim de subscrição). T he shareholder who, during the subscription period, elected to subscribe remaining shares, shal seek a branch of Banco Itaú Unibanco S.A. specialized in attending shareholders. T he shareholders who hold shares held by the T rustee Entity shal exercise their respective rights through custody agents and in accordance with the rules set forth by the T rustee Entity, in compliance with the terms established in this Notice .
13. Remaining Shares: in the event the shares of the Capital Increase are not fuly subscribed, after the expiration of the term provided for the exercise of the preemptive rights, the Company shal proceed to the apportionment of any remaining unsubscribed shares among the shareholders that expressed an interest in the remaining unsubscribed shares on their subscription bulletins, pursuant to the terms of article 171, paragraph 7, letter "b", of Law No.
6.404/76. If unsubscribed shares remain after this apportionment, the Compa ny shal not perform an auction (leilão das sobras) of the unsubscribed shares and shal confirm the partial capital increase by canceling the remaining unsubscribed shares, provided that the amount thus subscribed is of at least R$ 282,356,114.40 (two hundred and eighty-two milion, three hundred and fifty-six thousand, one hundred and fourteen reais and forty cents) (" MinimumSubscription"). T he management believes that the purpose of the Capital Increase is to strengthen the Company's working capital, capital structure and equity (to the extent of the controlling shareholder's commitment is invested and in accordance with the liquidity policies of the Company) shal be fulfiled if the amount of the Capital Increase exceeds the Minimum Subscription, even though the Capital Increase has not been fuly subscribed. In possible apportionments of unsubscribed shares, the shareholders signalizing their interest in reserving unsubscribed shares in the subscription buletin wil have 5 (five) business days, counte d from the publication of the Notice to the Shareholders by the Company, for subscribing the unsubscribed shares to be apportioned. In the event the amount subscribed does not reach such Minimum Subscription, the Company shal perform an auction (leilão das sobras) of the
4
unsubscribed shares pursuant to the terms of article 171, paragraph 7, letter "b", of Law No.
6.404/76.
14. Partial Homologation: after the subscription and payment of the Capital Increase, including the apportionment of remaining shares (rateio de sobras), as described above, in case the amount of the Capital Increase is not reached and the amount of the Minimum Subscription is reached, the Company shal not perform an auction of the remaining shares ( leilão das sobras) and the Company shal cal a new Meeting of the Board of Directors to confirm the partial Capital Increase.
In view of the possibility of partial homologation of the Capital Increase and seeking to ensure that the shareholders wishing to subscribe part of the Capital Increase may, upon exercising the subscription right, condition their investment decision on the final terms of the Capital Increase, each shareholder wil be entitled, upon subscription, to condition the subscription of the capital increase it is entitled: (i) to the subscription of the maximum amount of the Capital Increase; (i) to the subscription of a certain minimum amount of the Capital Increase, provided that such minimum amount is not less than the Minimum Subscription amount; (ii) to the receipt of al the shares subscribed; or (iv) to the receipt of shares only in such minimum number as may be necessary for continuing to hold their respective interests in the capital stock of the Company.
T he shareholders wishing to exercise the rights provided in the above paragraph shal be required to do it upon election in the proper space in the subscription buletin (boletim de subscrição), informing: (a) if such subscription is conditioned to the subscription of the total amount of the Capital Increase; or (b) the minimum amount of the Capital Increase to perform its respective subscription, which may not be less than the Minimum Subscription, and may not exceed the amount of the Capital Increase approved by the Company; or (c) one of the folowing alternatives: (1) I wish to receive al the shares subscribed by me; or (2) I wish to receive the minimum number of shares as may be necessary to keep holding my current interest in the capital stock of the Company. In case the shareholder has elected option (c)(2 ), it shal be required to provide the folowing information in the subscription buletin (boletim de subscrição), so that the Company may refund the exceeding amounts (which shal be the total amount paid by the shareholder less the amount necessary to ke ep holding its proportional interest in the capital stock of the Company): bank, branch, account number, shareholder's name or company name, CPF or CNPJ, its address and telephone number.
It shal not be possible to renegotiate subscription receipts of those shareholders who have exercised the subscription right in manner that may result future variations (in other words, any alternative other than item 14(c)(1), with the minimum amount equal to the Minimum Subscription) until the Capital Increase is duly confirmed. T hereby, the Company shal not be liable for any loss arising out of negotiation of subscription receipts, once they are subject to future and eventual conditions.
15. Dividends: the preferred shares now issued are in al aspects identical to those existing preferred shares and shal be fuly entitled to al the benefits, including dividends and possible
5
interest on capital remuneration which may be declared upon the confirmation of the Capital
Increase.
16. Shareholders Assistance Locations: shareholders wishing to exercise their respective preemptive rights shal seek, within the subscription period, any branch of Banco Itaú Unibanco S.A., preferably one of the branches listed below, from Monday to Friday, at business hours:
CNPJ/MF No. 06.164.253/0001-87
NIRE 35.300.314.441
NOTICE TO THE SHAREHOLDERS
Under the terms of CVM Instruction no. 358/02, as amended, Gol Linhas Aéreas Inteligentes S.A. ("Company") hereby informs to its shareholders and to the public that its Board of Directors, at a meeting held on July 14, 2015, approved an increase in the cap ital stock of the Company, within the limits of the authorized capital, in accordance with article 6 of the Company's Bylaws, in the amount of R$ 461,272,399.20 (four hundred and sixty -one milion, two hundred and seventy-two thousand, three hundred and ninety-nine reais and twenty cents), increasing the capital stock of the Company from R$ 2,618,837,134.50 (two bilion, six hundred and eighteen milion, eight hundred and thirty -seven thousand, one hundred and thirty -four reais and fifty cents) to R$ 3,080,109,533.70 (three bilion, eighty milion, one hundred and nine thousand, five hundred and thirty-three reais and seventy cents), upon the issuance of
64,065,611 (sixty four milion, sixty -five thousand, six hundred and eleven) preferred shares
("Capital Increase").
As per Material Fact disclosed by the Company on July 10, 2015, the Capital Increase is part of a strategic transaction agreed upon by the Company, its controling shareholder, Fundo de Investimento em Participações Volluto ("FIP Voluto"), and Delta Air Lines, Inc. ("Delta"), which establishes, in addition to the Capital Increase, (i) Delta's commitment to guarantee a term loan to be entered into by the Company with third party lenders of up to US$300 milion, with the guarantee in favor of such third party lenders secured by a first priority security interest in favor of Delta in common shares of Smiles S.A. held by the Company, and (i) an extension and expansion of the Company's commercial cooperation arrangements with Delta; it being understood that the consummation of each of such transactions is subject to conditions, including the execution and delivery of definitive documentation, regulatory approvals from the Brazilian antitrust authority, and other customary closing conditions.
FIP Voluto undertook to (i) invest up to US$90 milion by exercising its statutory preemptive rights in the subscription of approximately 61% of the new shares to be issued in the Capital Increase, and (i) assign to Delta its statutory preemptive rights to subscribe the eventual remaining shares after the exercise of the statutory preemptive rights of the remaining shareholders. Delta undertook to (i) exercise its statutory preemptive rights in the subscription of approximately 2,9% of the new shares to be iss ued in the Capital Increase, and (i) exercise the statutory preemptive rights assigned by FIP Voluto in the subscription of the remaining shares after the exercise of the statutory preemptive rights of the remaining shareholders, in order to invest up to US$56 milion. Such investments are subject to certain conditions set forth in the Investment Agreement executed by the Company, FIP Voluto and Delta on July 10, 2015.
T he terms of the Capital Increase are as folows:
1. Total Amount of Capital Increase: R$ 461,272,399.20 (four hundred and sixty -one milion, two hundred and seventy-two thousand, three hundred and ninety -nine reais and twenty cents), upon the private issuance of 64,065,611 (sixty four milion, sixty -five thousand, six hundred and eleven) preferred shares, registered, book-entry and with no par value, being such amount totaly alocated to the capital stock of the Company. Subject to the possibility of partial homologation of the Capital Increase, the capital stock of the Company shal increase from R$ 2,618,837,134.50 (two bilion, six hundred and eighteen milion, eight hundred and thirty-seven thousand, one hundred and thirty-four reais and fifty cents) to R$ 3,080,109,533.70 (three bilion, eighty milion, one hundred and nine thousand, five hundred and thirty -three reais and seventy cents), comprising 5,035,037,140 (five bilion, thirty -five milion, thirty-seven thousand, one hundred and forty) common shares and 203,383,968 (two hundred and three milion, three hundred and eighty three thousand, nine hundred and sixty eight) preferred shares.
2. Number of Shares Issued: 64,065,611 (sixty four milion, sixty-five thousand, six hundred and eleven) preferred shares. T he shareholders of the Company may subscribe 0.226239102 preferred share arising out of the Capital Increase for each preferred share held by them, and may subscribe 0.006463974 preferred share arising out of the Capital Increase for each common share held by them, which corresponds to the proportional interest held by the shareholder in the Dividends, pursuant to article 5, paragraph 8 of the Bylaws.
3. Type of Share: preferred shares, with no par value, of registered type, identical, in al aspects, to those already outstanding. No common shares wil be issued in the Capital Increase.
4. Issuance Price: the issuance price was fixed at R$ 7.20 (seven reais and twenty cents) per share.
5. Justification of the Issue Price: the issuance price of the Capital Increase shares was fixed, without unjustified dilution for the current shareholders of the Company, in accordance with article 170, paragraph 1st, item III, of Law No. 6,404/1976, as amended ("CorporationsAct"). In order to determine the issuance price, the Company's management took into consideration al the information available on the prices traded on the market, the methodologies permitted by article 170, paragraph 1st of the Corporations Act.
T he Company's management has also considered the particular details of the capital increase, which aims at alowing the capitalization of the Company, by means of committed investments of up to US$90 milion by the controling shareholder, and of up to US$56 milion by Delta, in the context of the extension of the strategic aliance between the Company and Delta.
T he Company's management has concluded that the net worth value of the Company's shares and the equity value obtained through the potential profitability of the Company are not proper methodologies for determining the issuance price at this moment, given the clear lack of factors suggesting that the intrinsic value of the Company is not reflected in trading price of the shares .
2
T he Company's management concluded that the weighted average of the prices of the Company's shares listed in BM&FBOVESPA on the last 30 (thirty) trading sessions immediately prior to July 14, 2015 (inclusive) was the most appropriate methodology for determining the issuance price, in view of the liquidity of the Company's shares in the market, which presented significant trading volumes and numbers, and due to the lack of external events which would suggest the use of another criteria. Additionaly, the issuance price fixed pursuant to s uch methodology shall permit the Company to enforce the Delta Air Lines, Inc.'s investment commitment, subject to the other conditions set forth in the Investment Agreement executed on July 10, 2015.
6. Payment Terms: in cash, in Brazilian currency, upon the subscription and payment of the issuance price.
7. Destination of Proceeds: T he proceeds obtained in the Capital Increase shal be used to strengthen the Company's liquidity, capital structure and equity, to keep its growth plans and goals for both the short and long term, as wel as performing other investments required and necessary for the sustainable growth of the Company and for creating value for its shareholders.
T he strengthening of the Company's liquidity, capital structure and equity is consistent with the already disclosed and consolidated policy of the Company to maintain significant liquid funds in order to guarantee the Company's flexibility to respond to variations on the competitive conditions, on the cash generation and on the availability of third party funds. Given such purpose, the purpose of the Capital Increase shal be fulfiled upon the committed investment by the controling shareholder of up to R$ 282,356,114.40 (two hundred and eighty -two milion, three hundred and fifty-six thousand, one hundred and fourteen reais and forty cents), to strengthen the Company's liquidity. For such reason, in the event that only the controlling shareholder subscribes its proportional part of the shares of the Capital Increase, and Delta or the market shareholders do not subscribe for their proportional part of the issued shares for any reason, the Company shal consider the purpose of the Capital Increase duly fulfiled due to the already significant strengthening of its liquidity.
8. Dilution: the dilution to shareholders that do not subscribe for any shares during the Capital Increase subscription period shal be of 18.449835926%, considering the subscription and payment of al shares of the Capital Increase, and of 12.164086985%, considering the subscription and payment of the Minimum Subscription (as defined below).
9. Holders of ADRs: the Directors have decided that the preemptive rights shal not be granted to holders of American Depositary Receipts ("ADRs") issued by the Company, as permitted by the deposit agreement related to the ADRs.
10. Subscription Right: holders of common and preferred shares of the Company on July 15,
2015 shal be entitled to subscribe for new preferred shares arising out of the Capital Increase in the proportion of their interest in the capital stock, excluded treasury shares. After and including July 16, 2014, the shares shal be traded ex-right for subscription of the new issued shares.
3
11. Assignment of Rights: the shareholders who hold shares of the Company that are bookkept by Banco Itaú Unibanco S.A. that wish to assign their preemptive rights in the subscription of the new shares (including the right to subscribe for remaining shares), wil be entitled to do so at one of the specialized branches of Banco Itaú Unibanco S.A. T he shareholders whose shares are held in custody by BM&FBOVESPA shal refer to their custodian agents.
12. Subscription Procedures: the shareholders who holds shares of the Company that are bookkept by Banco Itaú Unibanco S.A. that wish to exercise their preemptive in the subscription of the new shares, shal seek specialized branches of Banco Itaú Unibanco S.A. to subscribe for the new shares upon execution of the applicable subscription buletin (boletim de subscrição) and paying the applicable price. T he subscription period shal be from July 16, 2015 until and including August 14, 2015. T he shareholders whose shares are held at the BM&FBovespa Central Securities Depository ("T rustee Entity") shal exercise their respective rights through their custody agents and in accordance with the rules set forth by the T rustee Entity, in accordance with the terms and conditions hereof. T he shareholders shal indicate their interest in reserving eventual remaining shares in the applicable subscription buletin (boletim de subscrição). T he shareholder who, during the subscription period, elected to subscribe remaining shares, shal seek a branch of Banco Itaú Unibanco S.A. specialized in attending shareholders. T he shareholders who hold shares held by the T rustee Entity shal exercise their respective rights through custody agents and in accordance with the rules set forth by the T rustee Entity, in compliance with the terms established in this Notice .
13. Remaining Shares: in the event the shares of the Capital Increase are not fuly subscribed, after the expiration of the term provided for the exercise of the preemptive rights, the Company shal proceed to the apportionment of any remaining unsubscribed shares among the shareholders that expressed an interest in the remaining unsubscribed shares on their subscription bulletins, pursuant to the terms of article 171, paragraph 7, letter "b", of Law No.
6.404/76. If unsubscribed shares remain after this apportionment, the Compa ny shal not perform an auction (leilão das sobras) of the unsubscribed shares and shal confirm the partial capital increase by canceling the remaining unsubscribed shares, provided that the amount thus subscribed is of at least R$ 282,356,114.40 (two hundred and eighty-two milion, three hundred and fifty-six thousand, one hundred and fourteen reais and forty cents) (" MinimumSubscription"). T he management believes that the purpose of the Capital Increase is to strengthen the Company's working capital, capital structure and equity (to the extent of the controlling shareholder's commitment is invested and in accordance with the liquidity policies of the Company) shal be fulfiled if the amount of the Capital Increase exceeds the Minimum Subscription, even though the Capital Increase has not been fuly subscribed. In possible apportionments of unsubscribed shares, the shareholders signalizing their interest in reserving unsubscribed shares in the subscription buletin wil have 5 (five) business days, counte d from the publication of the Notice to the Shareholders by the Company, for subscribing the unsubscribed shares to be apportioned. In the event the amount subscribed does not reach such Minimum Subscription, the Company shal perform an auction (leilão das sobras) of the
4
unsubscribed shares pursuant to the terms of article 171, paragraph 7, letter "b", of Law No.
6.404/76.
14. Partial Homologation: after the subscription and payment of the Capital Increase, including the apportionment of remaining shares (rateio de sobras), as described above, in case the amount of the Capital Increase is not reached and the amount of the Minimum Subscription is reached, the Company shal not perform an auction of the remaining shares ( leilão das sobras) and the Company shal cal a new Meeting of the Board of Directors to confirm the partial Capital Increase.
In view of the possibility of partial homologation of the Capital Increase and seeking to ensure that the shareholders wishing to subscribe part of the Capital Increase may, upon exercising the subscription right, condition their investment decision on the final terms of the Capital Increase, each shareholder wil be entitled, upon subscription, to condition the subscription of the capital increase it is entitled: (i) to the subscription of the maximum amount of the Capital Increase; (i) to the subscription of a certain minimum amount of the Capital Increase, provided that such minimum amount is not less than the Minimum Subscription amount; (ii) to the receipt of al the shares subscribed; or (iv) to the receipt of shares only in such minimum number as may be necessary for continuing to hold their respective interests in the capital stock of the Company.
T he shareholders wishing to exercise the rights provided in the above paragraph shal be required to do it upon election in the proper space in the subscription buletin (boletim de subscrição), informing: (a) if such subscription is conditioned to the subscription of the total amount of the Capital Increase; or (b) the minimum amount of the Capital Increase to perform its respective subscription, which may not be less than the Minimum Subscription, and may not exceed the amount of the Capital Increase approved by the Company; or (c) one of the folowing alternatives: (1) I wish to receive al the shares subscribed by me; or (2) I wish to receive the minimum number of shares as may be necessary to keep holding my current interest in the capital stock of the Company. In case the shareholder has elected option (c)(2 ), it shal be required to provide the folowing information in the subscription buletin (boletim de subscrição), so that the Company may refund the exceeding amounts (which shal be the total amount paid by the shareholder less the amount necessary to ke ep holding its proportional interest in the capital stock of the Company): bank, branch, account number, shareholder's name or company name, CPF or CNPJ, its address and telephone number.
It shal not be possible to renegotiate subscription receipts of those shareholders who have exercised the subscription right in manner that may result future variations (in other words, any alternative other than item 14(c)(1), with the minimum amount equal to the Minimum Subscription) until the Capital Increase is duly confirmed. T hereby, the Company shal not be liable for any loss arising out of negotiation of subscription receipts, once they are subject to future and eventual conditions.
15. Dividends: the preferred shares now issued are in al aspects identical to those existing preferred shares and shal be fuly entitled to al the benefits, including dividends and possible
5
interest on capital remuneration which may be declared upon the confirmation of the Capital
Increase.
16. Shareholders Assistance Locations: shareholders wishing to exercise their respective preemptive rights shal seek, within the subscription period, any branch of Banco Itaú Unibanco S.A., preferably one of the branches listed below, from Monday to Friday, at business hours:
rockytamtam
Forumer storico
Oggi doveva esserci un ulteriore rimborso di Cirsa sulla XS0506591519 . Qualcuno ne sa qualcosa ?
whitesoul9
Forumer storico
Caspita Fabrizio, confidi così tanto su Norske a lungo termine? Io ho solo la 2016 e aspetto con una certa preoccupazione i conti di domani
fedro10
è la somma che fa il totale...
US18683KAC53 Cliffs Natural Resources Inc. Anleihe: 6,250% bis 01.10.2040
US18683KAC53 Cliffs Natural Resources Inc. Anleihe: 6,250% bis 01.10.2040
stamane nessuna controparte vedremo nel pomeriggio.
US18683KAC53 Cliffs Natural Resources Inc. Anleihe: 6,250% bis 01.10.2040
stamane nessuna controparte vedremo nel pomeriggio.
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