ROSSI RESIDENCIAL S.A. 
By Av. Major Sylvio de Magalhães Padilha, 5200
Ed Miami - 3 e 4 º andar | Morumbi - São Paulo | CEP: 05693-000
Tel: (11) 4058-2502 | Fax: (11) 4058-2038
ROSSI RESIDENCIAL S.A.Publicly Held Company
Corporate Taxpayer ID (CNPJ/MF): 61.065.751/0001-80
Company Registry (NIRE): 35.300.108.078 | CVM Code: 01630-6
MATERIAL FACT CORPORATE RESTRUCTURING INVOLVING CONTROLLING SHAREHOLDER ROSSI RESIDENCIAL S.A., a publicly held company headquartered in the city and state of São Paulo at Avenida Major Sylvio Magalhães Padilha, n.º 5.200, 3.º e 4.º andares, Bairro Jardim Morumbi, Edifício Miami, Bloco C, Conjunto 31, CEP 05693-000, whose articles of incorporation are filed with the São Paulo Board of Trade under Company Registry (NIRE) no. 35.300.108.078, inscribed in the corporate taxpayers register (CNPJ/MF) under no. 61.065.751/0001-80, ("Company"), in compliance with Instruction 358 issued by the Securities and Exchange Commission of Brazil (CVM) on January 3, 2002, as amended ("CVM Instruction 358/02"), hereby informs its shareholders and the market in general the following:
The Company was informed by its indirect controlling shareholder and chairman of the Board of
Directors of the Company, João Rossi Cuppoloni, regarding the corporate restructuring that involves, among other stages, the spin-off of Roplano Participações Ltda., a limited liability company with head office at Avenida Major Sylvio de Magalhães Padilha, n.º 5.200, Bairro Jardim Morumbi, Edifício Quebec, Bloco F, Room 1A, ZIP Code 05693-000, in the city and state of São Paulo, whose articles of association are registered with the São Paulo Board of Trade under Company Registry (NIRE) no. 35.214.364.452, inscribed in the corporate taxpayers register (CNPJ/MF) under no. 01.646.842/0001-88, owned by João Rossi Cuppoloni and Edmundo Rossi Cuppoloni ("Roplano"), carried out on this date by which the assets and liabilities were spun off and transferred to Lândia Negócios Imobiliários Ltda., a limited liability company with head office at Avenida Major Sylvio de Magalhães Padilha, n.º 5.200, Bairro Jardim Morumbi, Edifício Montreal, Bloco E, Room 101, ZIP Code 05693-000, in the city and state of São Paulo, whose articles of association are registered with the São Paulo Board of Trade under Company Registry (NIRE) no. 35.225.778.644, inscribed in the corporate taxpayers register (CNPJ/MF) under no.
14.175.259/0001-88 ("Lândia"), and 5R Louveira Administração e Participações Ltda., a limited liability company with head office at Avenida Major Sylvio de Magalhães Padilha, n.º 5.200, Bairro Jardim Morumbi, Edifício Québec, Bloco F, Loja 8-A CEP 05693-000, in the city and state of São Paulo, whose articles of association are registered with the São Paulo Board of Trade under Company Registry (NIRE) no. 35.221.239.897, inscribed in the corporate taxpayers register (CNPJ/MF) under no.
13.3011.542/0001-27 ("5R Louveira"), in proportion to the interest held by each in the capital stock of
Av. Major Sylvio de Magalhães Padilha, 5200
Ed Miami - 3 e 4 º andar | Morumbi - São Paulo | CEP: 05693-000
Tel: (11) 4058-2502 | Fax: (11) 4058-2038
Roplano (50% to Lândia and 50% to 5R Louveira) among other assets and liabilities: 1) Roplano's cash proceeds from the sale in the market of shares issued by the Company; and 2) a total of two million, ninety-two thousand, six hundred seventy (2,092,670) registered common shares with no par value issued by the Company.
According to the controlling shareholder of the Company, João Rossi Cuppoloni, the corporate restructuring involving Roplano is part of the process of segregating assets and liabilities involving João Rossi Cuppoloni and Edmundo Rossi Cuppoloni, being the latter part of the controlling group of the Company, and is not aimed at modifying the control or management structure of the Company.
The following table shows the controlling group after conclusion of the spin-off and the interests
held on this date by João Rossi Cuppoloni and related persons, directly and indirectly:
Stocks held directly and indirectly by João Rossi Cuppoloni and related persons | Prior to Roplano´s spin-off | After Roplano´s spin- off | ||
Jopar Administração Ltda. | 39,640,654 | 39,640,654 | ||
Lândia Negócios Imobiliários Ltda. | - | 1,046,335 | ||
Roplano | 1,544,665 | - | ||
João Rossi Cuppoloni | 9,141,200 | 9,141,200 | ||
Arpoador Administração e Participações Ltda. | 623,937 | 623,937 | ||
Related persons | 1,940,820 | 1,940,820 | ||
TOTAL | 52,891,276 | 12.33% | 52,392,946 | 12.22% |
João Rossi Cuppoloni, the founder and chairman of the Board of Directors, notified the Company that he will employ portion of the cash from Roplano's that were spun-off to Lândia, to acquire stocks issued by the Company in such matter to equal the stake held prior to the operation and reaffirm his commitment and his confidence in the future prospects for the business and the Company.
São Paulo, June 6, 2014.
Chief Financial and Investor Relations Officer
Investor Relations ri@rossiresidencial.com.br Tel: (55 11) 4058-2502
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