CCR : Notice to the Market - Notice Regarding Related Party Transactions
June 16, 2017 at 01:30 pm EDT
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CCR S.A.
Corporate Taxpayer's ID (CNPJ/MF): 02.846.056/0001-97 Company Registry (NIRE): 35.300.158.334
NOTICE ON TRANSACTIONS BETWEEN RELATED PARTIES
CCR S.A. ("CCR" or "Company") (BM&FBovespa: CCRO3; Bloomberg: CCRO3BZ; Reuters: CCRO3.SA) pursuant to CVM Instruction 480, of December 07, 2009, as amended, hereby informs its shareholders and the market in general the following transaction between related parties, executed on June 06, 2017:
Name of the Related Parties
Concessionária da Rodovia Presidente Dutra S.A. ("NovaDutra") and Serveng Civilsan S.A. Empresas Associadas de Engenharia ("SERVENG").
Relationship with the Company
CCR: Controlled by Grupo Andrade Gutierrez (1), Grupo Camargo Corrêa (2) and Grupo Soares Penido (3).
1 Includes shares held by Andrade Gutierrez Concessões S.A. and AGC Participações Ltda.
2 Includes shares held by Camargo Corrêa Investimentos em Infra-Estrutura S.A., controlled by
Camargo Correa S.A. and VBC Energia S.A.
3 Includes shares held by Soares Penido Obras, Construções e Investimentos Ltda. and Soares
Penido Concessões S.A.
NovaDutra: Directly controlled by CCR (99,999991457%), and indirectly controlled by Companhia de Participações em Concessões ("CPC") (0,00000854262%).
SERVENG: Controlled by Soares Penido Participações e Empreendimentos S.A. Its controlling shareholder is related (brother) to the administrators and controlling shareholders of CCR, as follows: Soares Penido Concessões S.A. ("SP CONCESSÕES") and Soares Penido Obras, Construções e Investimentos Ltda. ("SP OBRAS").
Therefore, due to said relationship, NovaDutra and SERVENG are related parties.
Transaction Date
June 06, 2017
Object of the Agreement
Execution of paving services along the Presidente Dutra highway, including junctions, accesses, resurfacing and coping of special engineering projects, comprised between Km 0,000 and 231,600 in the State of São Paulo for a period of 03 (three) years, that is, 1,095 (one thousand and ninety-five) days.
Main Terms and Conditions
Signature Date: June 06, 2017.
Execution Period - 1,095 days, from June 06, 2017.
Term - June 06, 2017 to February 12, 2020.
Total Amount: R$79,786,583.99 (seventy-nine million, seven hundred and eighty-six thousand, five hundred and eighty-three reais and ninety-nine centavos).
Reasons by which the management of the management of the Company considers that the transaction was carried out on an arm's length basis or requires a proper compensatory payment
The management of the Company believes that the transaction notified herein was carried out at an arm's length basis for the following reasons:
The rules of the Company's Policy on Transactions between Related Parties, as available on the website of the Company and the Brazilian Securities Commission ("CVM"), were duly complied with;
In line with section (i) above, a bid was held at the unit price and 19 (nineteen) companies were invited to participate, of which 6 (six) presented proposals. The prevailing factor for choosing the winning proposal was the lowest price offered;
The conditions agreed for the contract are in compliance with the market practices; and
The parties signed a service contract reflecting the conditions agreed, composed of (a) general clauses similar to those of any agreement of the same nature and (b) specific clauses related to the economic conditions of the contracted work, in line with the winning proposal and with the other conditions specifically referring to the execution of the scope contracted.
Information on the eventual participation of the counterparty, its partners and administrators in the Company's decision process regarding the transaction or the
negotiation of the
transaction as
representatives of the Company, describing these participations
CCR's Board of Directors unanimously approved the transaction, considering the abstention of the members of the Board appointed by SP CONCESSÕES and SP OBRAS.
The members of NovaDutra's Board of Directors unanimously approved the agreement.
São Paulo/SP, June 13, 2017.
CCR S.A. ARTHUR PIOTTO FILHO
Investor Relations Officer
CCR SA published this content on 16 June 2017 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 16 June 2017 17:30:19 UTC.
Original documenthttp://ri.ccr.com.br/grupoccr/web/download_arquivos.asp?id_arquivo=7A36B46E-6526-495C-A6FB-8BAD2F4659C8
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Grupo CCR specializes in the management under concession of motorways. The group's activity is organized around two sectors:
- toll revenues;
- other : commercial installations charges and revenues from the road information broadcasting, assistance and repairs, consulting, project management and engineering services ensured to the motorways companies, infrastructures managers, etc.
The group also offers technical inspection of vehicles services.