Corporate Taxpayer (CNPJ/MF) No. 09.358.105/0001-91
Company Registry (NIRE) No. 33.300.285,601
Publicly-Held Company
(i) capitalization of a portion of the special goodwill
reserve under the terms of CVM Instruction 319/99, equal to
30% of the tax benefit earned in 2011 due to goodwill
amortization, in the amount of R$4,011,753.24 (four million,
eleven thousand, seven hundred fifty-three reais and
twenty-four centavos), with issue of 150,197 (one hundred
fifty thousand, one hundred ninety seven) common shares, with
no par value to the investment funds that succeed Advent
Securities. As established in the Protocol and Justification
of Merger of Advent Depository from September 16, 2009, the
issue price was established based on the average closing
share price in the twenty-one trading days prior to the close
of the fiscal year, resulting in the amount of R$26.71
(twenty-six reais and seventy one centavos) per share.
(ii) capitalization of a portion of the special goodwill
reserve under the terms of CVM Instruction 319/99, equal to
70% of the tax benefit earned in 2011 due to goodwill
amortization, in the amount of R$9,360,757.57 (nine million,
three hundred sixty thousand, seven hundred fifty-seven reais
and fifty- seven centavos), without the issue of new shares.
Due to the capital stock increase with issue of shares to the investment funds that succeed Advent Securities, the preference right will be guaranteed to the Company's other shareholders, in accordance with article 171, paragraph 2, of Law 6,404/76. The investment funds that succeed Advent Securities shall subscribe and paid-in, in cash, the total amount of R$4,011,753.24 related to the capital increase, by using the credits, and thus no un-subscribed shares shall remain. If any shareholder shows interest in exercise his subscription right, the amount of money paid by him shall be transferred to the investment funds that succeed Advent Securities. The subscription rights shall be issued based on the shareholding position on May 14, 2012 at the ratio of 0.00058923 new shares for every share held (0.058923%), ignoring fractions, at a subscription price of R$26.71 (twenty-six reais and seventy one centavos) per share per share. As of May 15, 2012, the shares will be traded ex-rights.
PaymentThe subscribed shares shall be paid-up in a single installment in domestic currency upon subscription.
Timeline for exercising preference right
Shareholders with common shares may exercise their
subscription right for a period of 30 (thirty) days, from
May 18 until June 18, 2012.
Investors who are registered with Banco Bradesco custody may
access the share subscription form and exercise their
subscription rights by presenting the following
documents:
Individuals: identification card (RG), individual taxpayer's
ID (CPF) and proof of residence.
Companies: authenticated copy of the most recent consolidated
bylaws or corporate charter, inscription card of the National
Corporate Taxpayer's Registry (CNPJ), corporate documentation
authorizing power of representation and authenticated copies
of the CPF, identification and proof of residence of its
representatives. Investors residing abroad may be required to
present other representation documents.
In the case of representation by power-of-attorney, the
respective public instrument of power-of-attorney must be
presented.
Investors with shares registered in the BM&FBOVESPA's
fungible custody must exercise the subscription right with
their respective custodian agent within the time limits
mentioned above.
The issued shares will enjoy equal rights and conditions in all benefits, including any dividends and capital remuneration that may be approved by the Company.
Confirmation of share creditThe shares will be credited to shareholders 5 (five) working days after the the end of the deadline for exercising preference right
Francisco Carlos GomesDiretor de Relações com Investidores
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