RUMO LOGÍSTICA OPERADORA MULTIMODAL S.A.
Corporate Taxpayer ID (CNPJ/MF): 71.550.388/0001-42
Company Registry (NIRE) 35.300.170.865Publicly Held Company
Category A
NOTICE TO SHAREHOLDERS
RUMO LOGÍSTICA OPERADORA MULTIMODAL S.A. (BM&FBOVESPA:
RUMO3) (“Rumo” or “Company”) announces to its shareholders and the market in general
that, on this date, the Extraordinary Shareholders Meeting approved the proposal to increase
the Company's capital stock, through private subscription of new shares, in the amount of
up to six hundred fifty million reais (R$ 650,000,000.00), through the issue of up to one
hundred seven million, four hundred thirty-eight thousand, seventeen (107,438,017)
common shares at the issue price of R$6.05 (six reais and five centavos) per share, through
the issue of one hundred seven million, four hundred thirty-eight thousand, seventeen
(107,438,017) subscription warrants to be granted as additional benefit to the subscribers of
shares under the capital increase, according to the following terms and conditions:
1. Capital increase, number of shares to be issued and dilution potential
The capital increase will be carried out through the issue, for private subscription, of one
hundred seven million, four hundred thirty-eight thousand, seventeen (107,438,017)
common, registered shares without par value (“Shares”) at the issue price of R$6.05 (six
reais and five centavos) per common share, resulting in an increase of six hundred fifty
million reais (R$ 650,000,000.00) in the capital stock of the Company (“Capital Increase”).
If the Capital Increase is fully subscribed to and paid in, the capital stock will be [six
billion, one hundred one million, four hundred ninety thousand, one hundred sixty-six reais
and seventy-nine centavos (R$6,101,490,166.79), divided into four hundred six million,
four hundred fifty-three thousand, nine hundred fifteen (406,453,915) registered, book-entry
common shares with no par value.
In addition, each common share issued will entitle its subscriber to receive, as an additional
benefit, one (1) subscription warrant, which will give the right to subscribe to one (1) new
common share, as described in item 14 below.
The Capital Increase will be approved by the Board of Directors of the Company after
conclusion of the procedures related to the subscription to any unsubscribed shares. The
Capital Increase may be partially approved in case of subscription of fifty-seven million,
eight hundred fifty-one thousand, two hundred forty (57,851,240) shares, which is sufficient
to ensure the raising of at least three hundred fifty million reais (R$350,000,000.00), as
detailed in item 12 of this Notice to Shareholders.
Shareholder Cosan Logística S.A undertook to inject up to two hundred fifty million reais
(R$250,000,000.00) in the Company as part of the Capital Increase, exercising its
preemptive right and subscribing to any unsubscribed shares, if any, and to not dispose of
the shares it subscribes to for a period of one hundred eighty (180) days from the date or
approval of the Capital Increase.
If the capital increase is fully subscribed to and paid up, the percentage of dilution potential
resulting from the issue of new shares will be 26.43%. If only fifty-seven million, eight
hundred fifty-one thousand, two hundred forty (57,851,240) shares are subscribed to and
paid up, which is the minimum number required for partial ratification of the Capital
Increase, the potential dilution percentage will be 16.21%.
2. Issue price
The issue price of shares issued under the Capital Increase is R$6.05 (six reais and five
centavos) per share (“Issue Price”).
The Issue Price was established based on article 170, paragraph 1, item III of the Brazilian
Corporations Law, taking into account the average price (average of daily prices weighted
by trading volume) of the Company shares on BM&FBovespa S.A. – Bolsa de Valores,
Mercadorias e Futuros (“BM&FBovespa”) in the trading sessions between December 3,
2015 (inclusive) and December 22, 2015 (inclusive).
3. Reasons for the Capital Increase
Raising funds through Capital Increase is an urgent measure that is highly significant in the
current scenario faced by the Company as it will (a) strengthen the Company’s cash
position and ensure an adequate cash flow for its operations; (b) reduce the Company’s debt
level; and (c) ensure the continued rollout of the Company’s investment plan.
4. Right of Shares issued under the Capital Increase
The shares to be issued under the Capital Increase will entitle their holders to all the rights
offered by existing shares, including dividends, interest on equity and any capital
remuneration that may be declared by the Company after approval of the Capital Increase.
5. Preemptive right
In accordance with the procedures established by Itaú Corretora de Valores S.A. (“Itaú
Corretora”), the bookkeeping agent for the Company shares, and by BM&FBovespa S.A. –
Bolsa de Mercadorias e Futuros (BM&FBovespa), shareholders will have preemptive rights
to subscribe to the new shares under the Capital Increase, in proportion to the number of
common shares they held on December 23, 2015, the date of approval of the Capital
Increase by the Shareholders Meeting.
Therefore, one (1) common share will entitle its holder the right to subscribe to
0.35930536711 (zero point three five nine three zero five three six seven one one)
(35.930536711%) new common shares.
Preemptive rights must be exercised between December 28, 2015 (inclusive) and February
1, 2016 (inclusive).
6. Trading ex-subscription rights
As from the trading session to be held on December 28, 2015 (inclusive), the Company
shares will be traded ex-subscription rights.
7. Assignment of subscription right
Preemptive rights related to the subscription of shares may be traded on the stock exchange
and can be freely assigned to third parties or other shareholders, by the shareholder of the
Company’s common shares if they wish, pursuant to article 171, paragraph 6 of the
Brazilian Corporations Law.
Common shareholders of the Company who wish to trade their preemptive right to
subscription may do so within the deadline for exercising the preemptive rights, as provided
in item 5, with sufficient time in advance to enable the exercise of the subscription rights
granted during said period.
Holders of the Company’s shares registered in the records of Itaú Corretora may assign
their respective preemptive rights by completing the form for assignment of rights, which is
available at any of the specialized Banco Itaú branches listed at the end of this Notice.
Shareholders whose shares are under custody with the Asset Depositary Institution of
BM&FBovespa (“Depositary Institution”) and who wish to assign their subscription rights
should contact their custody agents.
8. Method of payment of shares subject to preemptive rights
The payment of shares subscribed to under the Capital Increase will be made at sight, upon
subscription, in local currency, and will follow the rules and procedures adopted by Itaú
Corretora and the Depositary Institution.
9. Procedure for exercising preemptive rights
(i) Shares held in custody at Itaú Corretora
Shareholders whose subscription rights are held in custody at Itaú Corretora and who wish
to exercise their preemptive right to subscribe to the Shares must, within the period for
exercising preemptive rights, visit one of the branches of Itaú Unibanco S.A. (“Banco Itaú")
specialized in shareholder services listed at the end of this Notice to Shareholders.
Shareholders will exercise their preemptive rights by signing the subscription order, as per
the template provided by Itaú Corretora, and the shareholder or assignee of the preemptive
rights to subscription must submit the documents described in item 10 below, to exercise
their preemptive rights through Itaú Corretora.
The Issue Price must be paid in accordance with the subscription order available at any of
the specialized branches of Banco Itaú listed at the end of this Notice. The service will be
available on business days, from 9:00 a.m. to 6:00 p.m., from December 28, 2015 to
February 1, 2016.
(ii) Shares held in custody at the Depositary Institution of BM&FBovespa
Holders of subscription rights held in custody at the Depositary Institution must exercise
their respective rights through their custody agents and in accordance with the rules
determined by the Depositary Institution.
10. Documentation for subscription of Shares and assignment of subscription rights
Holders of subscription rights held in custody at the Depositary Institution who wish to
exercise their preemptive rights or assign such rights must contact their custody agents for
information about the required documents.
Holders of subscription rights held in custody at Itaú Corretora who wish to exercise their
preemptive rights or assign such rights, must submit the following documents, directly
through Itaú Corretora:
Individuals: Identity card, Individual Taxpayer ID (CPF), proof of residence and proof of
income.
Legal Entities: original and copies of the Bylaws and minutes of election of current
executive officers or the consolidated articles of association in force, Corporate Taxpayer
ID (CNPJ), corporate documents granting powers of representation, and originals of
Identity card, Individual Taxpayer ID (CPF) and proof of residence of the representatives.
11. Procedures for subscribing to unsubscribed shares
While exercising preemptive rights, shareholders who wish to subscribe to the unsubscribed
shares that were not subscribed during the period for exercising preemptive rights, must
express in the subscription order their intention to subscribe to the unsubscribed shares.
Within two (2) business days from the end of the period for exercising preemptive rights,
the Company will publish a new Notice to Shareholders informing the procedures for
apportionment of unsubscribed shares.
In case of apportionment of unsubscribed shares, shareholders who express their interest in
reserving unsubscribed shares will have up to five (5) business days from the date informed
in the Notice to Shareholders about calculating the unsubscribed shares, to inform the ratio
of unsubscribed Shares they wish to subscribe to, which, in the first round of unsubscribed
shares (“1st Round of Unsubscribed Shares”), cannot exceed the number of unsubscribed
shares to which each shareholder is entitled, as per the expression of interest in subscribing
to unsubscribed shares. The 1st Round of Unsubscribed Shares is expected to start on
February 4, 2016, inclusive, and end on February 15, 2016, inclusive.
The number of unsubscribed shares that each shareholder or assignee of preemptive rights
to subscription is entitled to subscribe to in the 1st Round of Unsubscribed Shares will be
calculated by multiplying the number of new shares that remain unsubscribed after the
deadline for exercising the preemptive rights by the number of shares subscribed to by the
respective shareholder or assignee of preemptive rights to subscription during the period for
exercising preemptive rights, and dividing the result by the total number of shares
subscribed to by all shareholders and assignees of preemptive rights to subscription who
expressed interest in subscribing to the unsubscribed shares during this period.
If after the 1st Round of Unsubscribed Shares there are any remaining unsubscribed Shares,
the shareholders who express, in the subscription order of the 1 st Round of Unsubscribed
Shares, their interest in taking part in the 2nd round of unsubscribed shares (“2nd Round of
Unsubscribed Shares”), will have a new term of four (4) business days from the date
informed in the Notice to Shareholders to be opportunely announced to inform the
proportion of unsubscribed shares they wish to subscribe to in a 2 nd Round of Unsubscribed
Shares, which in this case may be higher than the minimum number of unsubscribed shares
to which each shareholder is entitled to in the 2nd Round of Unsubscribed Shares, as per the
expressions of interest in subscribing to unsubscribed shares. The 2nd Round of
Unsubscribed Shares is expected to start on February 18, 2016, inclusive, and end on
February 24, 2016, inclusive.
The minimum number of unsubscribed shares that each shareholder or assignee of
preemptive rights to subscription is entitled to subscribe to in the 2nd Round of
Unsubscribed Shares will be calculated by multiplying the number of shares that remained
unsubscribed after the period of the 1st Round of Unsubscribed Shares by the number of
shares subscribed to by the respective shareholder or assignee of preemptive rights to
subscription during the period of the 1st Round of Unsubscribed Shares, dividing the result
by the total number of shares subscribed to during the 1st Round of Unsubscribed Shares by
all shareholders and assignees of preemptive right to subscription who expressed their
interest in subscribing to the unsubscribed shares in the 2 nd Round of Unsubscribed Shares
during such period.
If the total shares subject to the request to reserve unsubscribed Shares in the 2 nd Round of
Unsubscribed Shares is equal to or lower than the number of unsubscribed shares available,
all requests to reserve unsubscribed shares will be fully met. If the total shares subject to the
requests for unsubscribed shares in the 2nd Round of Unsubscribed Shares exceed the
number of unsubscribed shares available, a proportional apportionment will be carried out
during the last round of unsubscribed shares among shareholders whose request to reserve
unsubscribed shares is higher than the total number of unsubscribed shares to which they
are entitled, in which case they must be distributed proportionally to the number of shares
that the shareholders subscribed to when exercising their preemptive right.
The Company may, at its discretion, establish more than two rounds of unsubscribed shares,
in which case only the final round will allow shareholders to express their interest in
acquiring more Shares than the number of unsubscribed shares they are entitled to in such
round.
If there is any remaining unsubscribed share after the end of all rounds, the Company may
auction such unsubscribed shares on the stock exchange.
More details about the procedures for subscribing to any unsubscribed shares will be
announced after the end of the period for exercising preemptive rights, through a Notice to
Shareholders.
12. Partial approval of Capital Increase and possibility to condition the subscription
decision
After the end of the period for exercising preemptive rights and subscribing to unsubscribed
Shares, and provided fifty-seven million, eight hundred fifty-one thousand, two hundred
forty (57,851,240) shares are subscribed to, which is sufficient to ensure the funding of at
least three hundred fifty million reais (R$350,000,000.00), the Board of Directors may
partially approve the Capital Increase.
Given the possibility of partial approval of the Capital Increase, and to ensure that
shareholders who wish to exercise their preemptive rights can condition their investment
decision to the final conditions of the Capital Increase, the subscribers may, at the time of
subscription, without prejudice to the obligation of paying the shares subscribed to by them,
condition their share subscription to:
(i) the subscription of all the shares originally issued under the Capital Increase; or
(ii) the subscription of a portion of the shares originally issued, in a number not lower than
the minimum number required for partial approval, in which case they should inform
whether or not they will subscribe to: (a) all the shares they originally subscribed to, or (b)
the number of shares in proportion to the number of shares subject to partial approval of the
Capital Increase.
Subscribers who wish to use the rights envisaged above must inform the applicable options
in the Subscription Order, in case of subscription through Itaú Corretora, or following the
rules and procedures of the Depositary Institution. If subscribers fail to inform their wish, it
will be assumed that they are interested in receiving all the subscribed shares. After the end
of the period of subscription for unsubscribed Shares and calculation of the subscribed
amount, no additional deadline will be given to revise the investment decision.
In case of partial approval of the Capital Increase, subscribers who conditioned their share
subscription decision will be reimbursed in the amount corresponding to subscriptions
canceled, without inflation adjustment, and these subscribers must provide the following
information to receive reimbursement from the Company: (i) Bank; (ii) Branch; (iii)
Checking Account; (iv) Name / Designation; (v) CPF/CNPJ; (vi) Address; (vii) Phone
number.
In addition, it will not be possible to trade the subscription receipts of those who exercised
the conditioned subscription mentioned herein. The Company will not be responsible for
any loss arising from the trading of subscription receipts.
13. Service locations
Service to holders of share subscription rights held in custody at Itaú Corretora is provided
at the following Banco Itaú branches:
Brasília: SCS Quadra 2 - Ed. Palácio do Comércio Bloco B - loja 9 - Térreo
Belo Horizonte: Av. João Pinheiro, 195 – Subsolo - Centro
Curitiba: R. João Negrão, 65 - Sobreloja - Centro
Porto Alegre: R. Sete de Setembro, 1.069 – 3º andar - Centro
Rio de Janeiro: Av. Almirante Barroso, 52- 2º andar - Centro
São Paulo: R. Boa Vista, 176 – 1º Subsolo - Centro
Salvador: Av. Estados Unidos, 50 - 2º andar – Comércio
14. Issue of subscription warrants
(i) Issue
As an additional benefit to subscribers of Shares, the Company will issue one (1)
subscription warrant for one (1) share subscribed to in the Capital Increase ("Subscription
Warrant").
The Subscription Warrants will be book-entry and automatically issued, in a single series, at
the time the Shares under the Capital Increase are issued to their respective subscribers,
totaling up to one hundred seven million, four hundred thirty-eight thousand, seventeen
(107,438,017) Subscription Warrants.
(ii) Reasons for the Issue
The Subscription Warrants will be issued as an additional benefit for the subscribers of
shares in the Capital Increase. Their purpose is to encourage shareholder participation in the
Capital Increase.
(iii) Issue Value
Subscription Warrants will be issued without any value, considering they will be given as
an additional benefit to the subscribers of Shares.
(iv) Number of Shares
Each Subscription Warrant will entitle its holder the right to subscribe to one common share
issued by the Company.
The number of shares that each Subscription Warrant entitles may be exclusively adjusted
as a result of share split, reverse split or bonus shares issued by the Company approved after
this date (“Adjustment Events”) maintaining, exclusively under the hypotheses listed, the
proportion of capital stock that would be represented by shares corresponding to the each
Subscription Warrant if they had been issued at the time of occurrence of an Adjustment
Event. To clarify, the number of shares that each Subscription Warrant will be entitled to
will not be adjusted in case of issue of new shares by the Company or any operations other
than those mentioned above.
(v) Exercise Price and Adjustments to Exercise Price
The exercise price of each Subscription Warrant is R$8.17 (eight reais and seventeen
centavos) ("Exercise Price").
The Exercise Price will be adjusted exclusively in the case of distribution of dividends,
interest on equity or other earnings. To clarify, the Exercise Price will not be adjusted (a) in
case of issue of new shares by the Company; and (b) upon the occurrence of an Adjustment
Event, given that, with the adjustment in the number of shares that each Warrant will be
entitled to, as described above, the proportion will be maintained between the Exercise
Price and the corresponding shareholding interest that would be represented by shares
corresponding to Subscription Warrants if the same had been issued before the occurrence
of an Adjustment Event.
(vi) Exercise Period and Method
The Subscription Warrants may be exercised monthly in the period between the end of the
twelfth (12th) month and the end of the twenty-fourth (24th) month from the date of approval
of the Capital Increase ("Exercise Period").
Subscription to shares resulting from the exercise of Subscription Warrants will take place
at the time of exercise of such right, and payment of the subscribed shares will be made
upon cash payment of the Exercise Price in legal tender, in compliance with the rules and
procedures adopted by the custody agents.
The exact dates and procedures for exercising the Subscription Warrants will be announced
after approval of the Capital Increase through a Notice to Shareholders.
(vii) Rights and Advantages of Shares Resulting from the Exercise of Subscription
Warrants.
The common shares arising from the exercise of the Subscription Warrants will be entitled,
on equal terms, to all the rights attributed to existing shares, including dividends, interest on
equity and any capital remuneration that may be declared by the Company after the
respective exercise dates.
(viii) Trading
After the approval of the Capital Increase, the Subscription Warrants may be traded
separately on the BM&FBovespa S.A. – Bolsa de Valores, Mercadorias e Futuros on a date
to be opportunely announced through a Notice to Shareholders.
Santos, December 23, 2015.
Jose Cezário Menezes de Barros Sobrinho
Chief Financial and Investor Relations Officer
For more information, please contact the Investor Relations Department:
Tel.: +55 (11) 3897-9797 / (41) 2141-7459
Email: [email protected]
Guilherme Machado – IR Manager
Luiz Sperotto – IR
Fernanda Rosa – IR