NOTICE TO SHAREHOLDERS
COMPLETION OF PROCEDURES RELATED TO CAPITAL INCREASE, MANDATORY CONVERSION OF SERIES B DENTURES AND ISSUE OF NEW NOTES BY LUPATECH FINANCE
Nova Odessa, September 30, 2014 -Lupatech S.A. (BM&FBOVESPA: LUPA3) (OTCQX: LUPAY) ("Lupatech" or "Company"), in compliance with applicables law and regulations, in addition to the information disclosed in the Notice to Shareholders of July 22, 2014, August 22, 2014, September 3, 2014 and September 15, 2014, informs its shareholders and the general public as follows:
September 23, 2014 was the deadline for subscription to unsubscribed shares of the Company in the capital increase approved by the Board of Directors of the Company, at a meeting held on July 22, 2014, ("Capital Increase"), by the holders of subscription rights that have made reservations upon subscription during the term for exercise of their preemptive right. During the term for subscription of unsubscribed shares, 1,550,777,224 common shares have been subscribed, at the issue price of twenty-five centavos (R$0.25) per share, totaling R$387,694,306.00.
As a result, the Capital Increase comprised the private subscription for 4,432,666,217 new registered common shares with no par value, at the issue price of twenty-five centavos (R$0.25) per share, totaling R$1,108,166,554.25, and from this total R$1,097,356,839.50 corresponds to the amount subscribed for by capitalization of credits and R$10,809,714.75 to the amount subscribed in cash. Considering the Maximum Amount (as defined in the Notice dated July, 22, 2014), 847,333,783 common shares have not been subscribed.
Considering that: (i) the Minimum Amount (as defined in the Notice dated July, 22, 2014) was reached during the term for exercise of the preemptive right, (ii) all credits held by holders of credits that have manifested within the term for exercise of the preemptive right may be fully capitalized after the leftover rounds and (iii) no Event of Non-Ratification (as defined in the Notice to Shareholders of July 22, 2014) occurred, the Board of Directors of the Company met on the date hereof to partially ratify the Capital Increase, the total number of shares issued by the Company and, consequently, to cancel the common shares not subscribed within the scope of the Capital Increase.
Additionally, considering the ratification of the Capital Increase and occurrence of the conditions precedent approved at an annual meeting of debenture holders commenced on August 7, 2014 and ended on August 14, 2014, the restructuring of credits resulting from the debentures issued by the Company became effective as from the date hereof, as well as the "Fourth Amendment to the Private Deed of 2nd Issue of Debentures Convertible into Shares with Floating Guarantee for Private Placement of Lupatech S.A." and the terms and conditions set forth therein for Series A Debentures and Series B Debentures. As a result, the Board of Directors also approved, on the date hereof, the mandatory conversion of Series B Debentures into shares issued by the Company, by means of the issuance of 106,783,549 new common, registered, book-entry shares, with no par value, within the limit of the Company's authorized capital, at the price of twenty-five centavos (R$0.25) per common share issued by the Company ("Mandatory Conversion").
As a result of the Capital Increase and Mandatory Conversion, the Company's capital was increased from R$752,269,715.23 to R$1,887,132,156.73, divided into 4,697,054,385 common, registered, book-entry shares with no par value.
The common shares issued in the Capital Increase and Mandatory Conversion shall have identical characteristics to the other existing common shares, and they shall entitle their holders to the same rights provided in the Company's Bylaws, in the applicable laws and in the "Novo Mercado" Regulation of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros, including entitlement to dividends and interest on shareholders' equity, in full, declared as from the date hereof.
As a result of the Capital Increase, the Company has not obtained any funds, since it is a capitalization of credits and/or mandatory conversion into shares. Specifically in regard to the capitalization of credits by holders of Perpetual Bonds, Debentures and other institutions that hold credits listed in the Extrajudicial Reorganization Plan against Lupatech Group, the amounts paid by holders of subscription rights that have exercised their corresponding preemptive rights, duly paid in Brazilian currency, shall be delivered proportionally to the holders of credits to be capitalized, pursuant to article 171, paragraph 2 of Law No. 6404, of December 15,1976, as amended ("Brazilian Corporate Law").
Additionally, the Board of Directors approved the issue of new notes (the "New Notes") representing the debt denominated in US dollars with face value equivalent to fifteen percent (15%) of the amount adjusted until July 18, 2014 (including principal and accrued and unpaid interest) of the Perpetual Bonds, by Lupatech Finance Limited, a wholly-owned subsidiary of the Company, under the terms and conditions set forth in the Company's Extrajudicial Reorganization Plan and certain controlled companies, which was ratified by the Company's shareholders at a special shareholders meeting held on March 10, 2014, ratified by the Brazilian court on June 6, 2014, and the effects of which were recognized by the U.S. Bankruptcy Court, sitting in the Southern District of New York, in the United States of America, on July 14, 2014. The Board of Directors also approved the granting, by the Company and certain of its subsidiaries, of guarantees of the New Notes.
In addition, at the same meeting held on this date, the call for the special shareholders meeting for the election of new members of the Board of Directors was approved.
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