GRUPO CCR S.A. São Paulo, October 19, 2015
Hon. Mr.
Guilherme Rocha Lopes Company Oversight Department 2
Brazilian Securities and Exchange Commission (CVM)Re: LETTER No. 340/2015//CVM/SEP/GEA-2 of October 19, 2015
Request for Clarification
Dear Sir,
In compliance with the referenced Letter, annexed hereto as Annex 1, CCR S.A. ('CCR' or the 'Company') presents the following considerations:
The Company values transparency and its relationship with shareholders, investors and the market in general, and it is reiterating on this occasion its position expressed in previous letters, that it bases its decisions relating to the disclosure of Material Facts or Notices to the Market on the legislation in effect and the guidelines of the CVM.
The Company also bases its decisions on the provisions set forth in CVM Instruction 358/02, which also lists some examples of what would be characterized as a Material Fact.
In response to your request, with respect to the news reported by the media, specifically in the newspaper O Estado de São Paulo on October 19, 2015, under the title 'Andrade Gutierrez offers a stake in CCR to the market', the understanding of the Company is that there is no need for clarification by CCR, as it is fully unaware of the issue, having not been a participant or been aware of any actions or intentions in this regard.
In fact, the only information we have in this regard, besides the newspaper article, is contained in the response from Andrade Gutierrez Concessões S.A. ('AG Concessões') to the CVM, presented yesterday, in response to the same questions, of which the Company received a copy, and in which AG Concessões 'definitively denies any intention to sell its stake in CCR. The
company also denies having made any type of offer to market agents regarding the sale of its shares in the company, at any time,' stating that the matter is based on unfounded rumors' (Annex 2).
We are fully at your disposal for any further information deemed necessary. Best regards,
ANNEX 1
Letter No. 340/2015/CVM/SEP/GEA-2
Rio de Janeiro, October 19, 2015.
To:
Arthur Piotto Filho
Investor Relations Officer at CCR S.A.
Av Chedid Jafet 222 - Bloco B - 5º Andar - Vila Olímpia CEP: 04551-065 - SÃO PAULO/SP
Phone: (11)3048-5900 Fax:(11)30485903
E-mail: invest@grupoccr.com.br
Subject: Request for Clarification
Dear Sir,
We are writing in reference to the article published in the newspaper O Estado de São Paulo on October 19, 2015 under the title 'Andrade Gutierrez offers a stake in CCR to the market', transcribed below:
'Involved in Operation Car Wash, the conglomerate, which operates in construction, infrastructure and telephony, began offering foreigners the stake that it holds in the highway concessionaire; at least three investors - Temasek, GIC and Brookfield - have already been contacted.
The Andrade Gutierrez group, one of the 23 contractors involved in Operation Car Wash, which is investigating corruption in Petrobrás contracts, began to offer a portion of its assets to foreign groups and investment funds. The Estado newspaper has discovered that the conglomerate has already offered its 17% stake in the CCR concessionaire to at least three groups - the funds Temasek and GIC, both from Singapore, and the Canadian firm Brookfield.
Sources have stated, however, that there are still no firm negotiations. The company holds a 17% stake in CCR, the same amount as Camargo Corrêa. Another partner is the Soares Penido group, which holds 17.22%. In accordance with the concessionaire's shareholders' agreement, in the event of the sale of shares, the other investors in the company should first be consulted and have preference in the purchase of the shares.
Also according to sources, Andrade Gutierrez would only sell this asset, which is considered attractive in the market and has several interested parties, if the buyer pays a large premium for the business. CCR's market value is estimated to be R$23 billion. A year ago, it was worth R$30 billion. In addition to highway concessions, such as the Anhanguera-Bandeirantes system, the company manages the Belo Horizonte Airport. In a statement, Andrade Gutierrez vehemently denied it was selling its stake in CCR.
The Estado newspaper has learned that Brookfield and Temasek, who already have infrastructure investments in the country, are eyeing other assets of companies involved in Operation Car Wash. According to Renato Sucupira, the CEO of the financial advisory firm BF Capital, due to the exchange rate, Brazilian companies have been attracting the attention of foreign investors. With the devaluation of the real, the assets are, on average, 50% cheaper in dollars. CCR, for example, would cost in US$5.6 billion based on Friday's exchange rate.
'Among the Brazilians, the situation is more complicated. Of the eight major national groups that would be able to enter into a contract of this size, two are shareholders of the company and others are also selling assets.' According to the executive, at the moment there is a large amount of supply, several interested investors and an adverse environment for doing business. 'Even with an inexpensive Brazil, there are uncertainties. Right now, it's not worth paying for that risk, even if the business is attractive,' said a source from a large fund.
(...).'.
In this regard, we require a response from you on the veracity of the statements conveyed in the news and, if confirmed, also explain the reasons why it was believed that this was not a Material Fact, pursuant to CVM Instruction 358/02.
We emphasize that, pursuant to Article 3 of CVM Instruction 358/02, it is the responsibility of the Investor Relations Officer to disclose and communicate to the CVM and, if applicable, to the stock exchange and OTC market entity where the securities issued by the company are admitted for trading, any act or fact that has occurred and is related to its business, as well as ensure its broad and immediate dissemination, simultaneously in all markets in which these securities are traded. We also call your attention to the obligation referred to in the sole paragraph of Article 4 of CVM Instruction 358/02, to inquire with the Company's managers and controlling shareholders, in order to ascertain whether they have knowledge of information that should be disclosed to the market.
By order of the Corporate Relations Superintendent (SEP), we hereby notify you that it will be up to this administrative authority, in the exercise of its statutory duties and, based on section II of Article 9 of Law No. 6385/76, and Article 7 to Article 9 of CVM Instruction 452/07, to determine the application of a punitive fine, in the amount of one thousand reais (R$1,000.00), without
prejudice to the other administrative sanctions for non-compliance with this letter, which is also being sent via e-mail within one (1) business day.
Best regards,
GUILHERME ROCHA LOPES
Company Oversight Manager 2
ANNEX 2
Belo Horizonte, October 19, 2015.
To
Brazilian Securities and Exchange Commission (CVM) Attn: Mr. Nelson Barroso Ortega
Corporate Monitoring Superintendent
cc: Mr. Fernando Soares Vieira - Corporate Relations Superintendent
Mr. Waldir de Jesus Nobre - Market and Intermediary Relations Superintendent
Dear Sirs,
On October 19, 2015, we received Letter 3104/2015-SAE, in which you consulted with us under the following terms:
'In an article published in the newspaper O Estado de São Paulo, in its October 19, 2015 edition, it is stated that Andrade Gutierrez is offering a stake in CCR to the market.
We have not identified that information in the documents submitted by the company through the Empresas.NET System. If such is not the case, please inform the document and the pages containing the information and the date and time at which they were sent.
It should be noted that the company must disclose periodic information, and any other information of interest to the market, through the Empresas.NET System, ensuring full and immediate disclosure and the fair treatment of investors and other market participants.
As such, we request, by October 20, 2015, clarification on this news, with a confirmation or not, as well as other information deemed important.
In response to the Letter cited above, we hereby notify you that Andrade Gutierrez Concessões
S.A. definitively denies any intention to sell its stake in CCR. The Company also denies having made any type of offer to market agents regarding the sale of its shares in the company, at any time.
Andrade Gutierrez Concessões S.A. takes this opportunity to lament that such an unfounded and irresponsible rumor, which aims solely to cause turmoil in the markets, can generate an equally irresponsible article on the subject. The company stresses that it was not sought by Estado de São Paulo during the reporting for the piece, and only had the opportunity to submit its position to the media outlet because it was made aware of the matter by third parties and had contacted the newspaper to clarify the issue. Unfortunately, despite having received the correct information from the company in a timely fashion, the newspaper insisted on the publication of an untrue article, which surely must have satisfied the purposes of the source, whatever those purposes were.
The company not only denies the intention to sell its stake in CCR, it also reaffirms its commitment to this important investee that, through the hard work and dedication of its shareholders, board members, executive officers, managers and other employees, has achieved great success, provided great services to society and generated very significant results for all of its shareholders.
Best regards,
Andrade Gutierrez Concessions S.A. Mr. Renato Torres de Faria
Investor Relations Officer
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