ALL AMERICA LATINA LOGISTICA SA RUMO LOGÍSTICA OPERADORA MULTIMODAL S.A.
Corporate Taxpayer ID (CNPJ/MF): 71.550.388/0001-42 Company Registry (NIRE): 35.300.170.865
Publicly Held Company
("Rumo" or "Company"), complementing the Notice to the Market dated September 29, 2015, announces to its shareholders and the general market that, on the date hereof, the Board of Directors of the Company approved the calling of an Extraordinary Shareholders' Meeting, to be held on December 23, 2015, to consider and vote on the proposal to increase the capital of the Company, through a private subscription of new shares, to the amount of six hundred and fifty million reais (R$650,000,000.00) ("Capital Increase").
The issue price and number of shares to be issued will be determined in accordance with Article 170, Paragraph 1, Item III of Federal 6.404/76, based on the average closing quote (weighted by trading volume) of the stock of the Company on the BM&FBovespa S.A. - Securities, Commodities and Futures Exchange in the trading sessions from December 3, 2015 (inclusive) to December 22, 2015 (inclusive).
Each common share issued shall attribute to the subscriber the right to receive, as an additional advantage, one (1) warrant corresponding to one (1) new common share, which may be exercised in the period from the twelfth (12th) to the twenty-fourth (24th) month as from the authorization date of the Capital Increase, at an exercise price corresponding to the issue price established for the Capital Increase plus thirty-five percent (35%).
The Capital Increase may be partially approved by the Board of Directors of the Company, provided that the shares subscribed ensure proceeds of at least three hundred and fifty million reais (R$350,000,000.00).
According to Management's understanding, the raising of funds via a Capital Increase is an urgent and very important measure in the current context of the Company. The consummation of the Capital Increase will (a) strengthen the cash position of the Company to ensure adequate cash flow for carrying out its activities; (b) reduce the debt levels of the Company; and
(c) ensure the continued implementation of the investment plan of the Company.
The Board of Directors also decided to submit to the Extraordinary Shareholders' Meeting of the Company a proposal for the shareholders Cosan Logística S.A., GIF Rumo Fundo de Investimento em Participações and TPG VI Fundo de Investimento em Participações ("Controlling Shareholders") to be released from the obligations undertaken before the Company in Clause 2.3 of the Voting Commitment dated April 15, 2014 ("Voting Commitment"), namely the obligation to subscribe to shares issued in capital increases at the minimum price of thirty-nine reais (R$39.00), which is the amount resulting from the reverse stock split in the proportion of ten (10) shares to one (1) share approved in the extraordinary shareholders' meeting held on June 12, 2015, to be adjusted by the variation in the IPCA inflation index, in accordance with the Voting Commitment. Accordingly, the Controlling
Shareholders may participate in the Capital Increase at conditions equal to those of the other shareholders of the Company and subscribe to shares at the issue price to be determined.
Furthermore, Management informs that the shareholder Cosan Logística S.A. has pledged to, once the aforementioned release is approved, to inject up to two hundred and fifty million reais (R$250,000,000.00) into the Company under the scope of the Capital Increase, in the exercise of its preemptive rights and in the subscription of shares not taken up, if any, and not to sell any shares to which it comes to subscribe for a period of one hundred and eighty (180) days as from the authorization date of the Capital Increase.
The Call Notice and the documents pertinent to the exercise of voting rights, in accordance with CVM Instruction 481/09, will be made available at an opportune time.
Santos, December 2, 2015
Chief Financial and Investor Relations Officer For more information, please contact the Investor Relations Department:
T: +55 (11) 3897-9797 / (41) 2141-7459
E: ir@rumoall.com
Guilherme Machado, IR Manager Luiz Sperotto, IR
Fernanda Rosa, IR
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