Aliansce Shopping Centers SA : Material Fact - Agreements for Sale/Acquisition of Relevant Ownership Interest
07/30/2013 | 01:49am CET
Rio de Janeiro, July 29, 2013 - Aliansce Shopping Centers S.A. (BM&FBOVESPA: ALSC3) ("Company") pursuant to article 3 of CVM Ruling 358/2002 and paragraph 4 of article 157 of Law 6404/1976, and in furtherance of the Material Fact released on July 17, 2013, under the terms of the attached notices, which were received on this date by the Company, discloses the following:
Canada Pension Plan Investment Board ("CPPIB") entered into a share purchase and sale agreement with GGP Brazil I, LLC ("GGP I") on this date, providing for the purchase of 43,842,428 common shares issued by the Company, representing approximately 27.58% of the Company's capital stock, by CPPIB.
Rique Empreendimentos e Participações Ltda. ("Rique") entered into a share purchase and sale agreement with GGP Brazil III, LLC ("GGP III") also on this date, providing for the purchase of 19,725,696 common shares issued by the Company, representing approximately 12.41% of the Company's capital stock, by Rique.
The stock purchases referred to above are subject to conditions precedent usual in similar transactions. In addition the actual transfer of shares by GGP I to CPPIB is a condition precedent to transfer of shares by GGP III to Rique, and vice-versa.
After the respective transfers of shares issued by the Company, Rique or entities controlled, directly or indirectly, by Renato Feitosa Rique will be the owners of 37,501,311 common shares issued by the Company, corresponding to approximately 23.59% of the Company's capital stock. CPPIB, on its turn, will be the owner of 43,842,428 common shares issued by the Company, representing approximately 27.58% of the Company's capital stock.
Additionally, the Company clarifies that CPPIB executed, on this date, a deed of adherence to the Shareholders' Agreement currently in effect ("Deed of Adherence"), which will be in force on the date of actual transfer of shares by GGP I to CPPIB. Moreover, also on this date Rique and CPPIB entered into an Amendment to the Shareholders' Agreement of the Company, which effectiveness is subject to the Deed of Adherence being in force and to the closing of the share purchase and sale transactions abovementioned. The 600,802 common shares directly held by Renato Feitosa Rique will remain not covered by the Shareholders' Agreement.
Under the Shareholders' Agreement, as amended, notwithstanding the inclusion of Rique's circa 12.41% new stake, there will be no relevant change in the current structure of shared control, in the sense that all the decisions between Rique and CPPIB will be made by consensus. The Board of Directors of the Company will have up to seven (7) members, being two (2) members nominated by Rique, two (2) members nominated by CPPIB and up to three (3) independent members. Moreover, there will be no substantial changes in the form of election of members to the Board of Officers of the Company, which will continue to require the consensus of Directors appointed by the two controlling shareholders.
The Deed of Adherence and the Amendment to the Shareholders' Agreement will be available on this date for consultation on CVM's and the Company's websites.
The Company will timely inform the market about the closing of the transactions, as per CVM Ruling 358/2002.
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About Aliansce S.A.
Aliansce Shopping Centers S.A. (Bovespa: ALSC3) is one of the leading shopping center developers and manages the second largest number of shopping centers in Brazil among the publicly held companies in the sector. The Company's core business is investing in shopping centers and providing the following services: (i) management of shopping centers; (ii) lease of commercial spaces in shopping centers; and (iii) planning, developing and implementing shopping centers. The Company is a full service company operating in all of the development stages of a shopping center, such as planning and preparation of the feasibility study, development of the project, commercialization and management of the shopping center.