ALUPAR INVESTIMENTO S.A.
CNPJ n° 08.364.948/0001-38
NIRE n° 35,300,335,325
Publicly-held Company
SHAREHOLDERS ANNOUNCEMENT
São Paulo, May 19, 2016. Alupar Investimento S.A. ("Company)"; BM&FBOVESPA: ALUP11;
ALUP3; ALUP4), hereby informs its shareholders and the market in general that on this date the
Company's Extraordinary Shareholders Meeting approved a private capital increase with the
issuance of new shares by the Company, as more fully described below ("Capital Increase").
1
Value of the Capital Increase and Shares Issued
The value of the Capital Increase will be at least R$ 100,000,045.50 (one hundred million, fortyfive reais and fifty centavos) ("Minimum Value of Capital increase") and at most R$
349,999,997.30 (three hundred forty-nine million, nine hundred ninety-nine thousand, nine
hundred ninety-seven reais and thirty centavos) ("Maximum Capital Increase") by means of the
issuance of at least 24,390,255 (twenty-four million, three hundred ninety thousand, two hundred
and fifty-five) new shares, all common, registered, book-entry and without par value, and a
maximum of 85,365,853 (eighty-five million, three hundred sixty-five thousand, eight hundred fiftythree) new shares, all registered, book-entry and without par value, of which 63,009,025 (sixtythree million, nine thousand and twenty-five) are common shares and 22,356,828 (twenty two
million, three hundred and fifty-six thousand, eight hundred and twenty-eight) are preferred
shares.
Assuming the Minimum Capital Increase amount described above is subscribed, after the
completion of the Capital Increase the Company's capital stock will be R$ 1,898,533,244.70 (one
billion, eight hundred ninety-eight million, five hundred and thirty-three thousand, two hundred
and forty-four reais and seventy centavos), represented by 689,910,672 (six hundred eighty-nine
million, nine hundred and ten thousand, six hundred and seventy-two) shares, all registered,
book-entry without par value, of which 515,614,685 (five hundred and fifteen million, six hundred
and fourteen thousand, six hundred eighty-five) are common shares and 174,295,987 (one
hundred seventy-four million, two hundred ninety-five thousand, nine hundred and eighty seven)
are preferred shares.
In the event of the Maximum Value of the Capital Increase described above occuring, upon
completion of the Capital Increase, is subscribed, the Company's capital stock will be R$
2,148,533,196.50 (two billion, one hundred forty-eight million, five hundred and thirty-three
thousand, one hundred ninety-six reais and fifty centavos), represented by 750,886,270 (seven
hundred and fifty million, eight hundred and eighty-six thousand, two hundred and seventy)
shares, all registered, book-entry, without par value, of which 554,233,455 (five hundred fifty-four
million, two hundred thirty-three thousand, four hundred fifty-five) are common shares and
196,652,815 (one hundred ninety-six million, six hundred fifty-two thousand, eight hundred and
fifteen) are preferred shares.
In the context of the Capital Increase, Guarupart Participações Ltda., the controlling shareholder
of the Company, has committed to subscribe 27,560,976 (twenty-seven million, five hundred sixty
thousand nine hundred and seventy-six) new common shares to be issued by Company in an
amount equivalent to R$ 113,000,001.60 (one hundred and thirteen million, one real and sixty
centavos).
The common and preferred shares to be issued will entitle their holders to the same rights and
obligations of the common and preferred shares already existing as well as full payment of
dividends, interest on capital and capital remuneration that may be approved by the Company
after the homologation of the Capital Increase by the Board of Directors.
2
Issue price per security
The issue price is R$ 4.10 (four reais and ten centavos) per share, regardless of type, equivalent
to R$ 12.30 (twelve reais and thirty centavos) per share deposit certificate (ALUP11) each
representing one (1) common share and two (2) preferred shares (“Units" and, together with the
Company's common and preferred shares, the "Company's Securities").
In view of the fact that the Company's Units are its securities with significant market liquidity, the
issue price was fixed based on the weighted average per trading volume of the Units' closing
prices over the last thirty (30) trading days prior to May 3, 2016, with a discount of approximately
6%, and divided by the number of shares corresponding to each Unit, without unjustified dilution
for current Company shareholders, pursuant to Article 170, paragraph 1 of Law 6.404 of
December 15, 1976, as amended ("Corporations Law"). The purpose of the discount is to
stimulate greater participation of the shareholders and increase the chances of success of
achieving the Capital Increase so that the goals in the best interest of the Company are met.
3
Use of Proceeds
The proceeds from the Capital Increase will strengthen the Company's cash position to reduce
its bank debt as well as to meet the scheduled investments in accordance with its business plan.
It will also result in an increase the liquidity of the Company's Units.
4
Form of Payment
The Company's securities that are subscribed must be paid in cash, in Brazilian currency, at the
time of subscription.
5
Potential dilution
Company's management believes the Capital Increase is consistent with best practices for the
financial management of the Company's capital structure, making it indispensable to the
fulfillment of its corporate objectives and, furthermore, that dilution of the shareholders who
choose not to exercise their subscription rights, proportional to the amount of the proposed
increase, will not be capable of substantially changing the political rights they currently hold.
The shareholders who decide not to subscribe to the Company's securities in the context of its
Capital Increase will face dilution of a minimum of 3.54% (three and fifty-four hundredths percent)
and, a maximum of, 11.37% (eleven and thirty-seven hundredths percent).
6
Preemptive Right
Those who, on May 20, 2016, are holders of Company's Securities will have the preemptive right
to subscribe to a 0.1282693225022430 fraction of new Company's Securities for each such
Security held as at this date, and holders of common and preferred shares shall subscribe to the
same type of share held while holders of Units shall subscribe in Units, pursuant to the conditions
in article 171 of the Brazilian Corporations Law.
The statutory period for exercising the preemptive right is 60 (sixty) calendar days, counted as of
May 23, 2016 and ending on and including July 21, 2016 ("Preemptive Right Period").
Any other fractions of the Company's Securities for the purposes of the exercising of the
preemptive right shall be ignored.
7
Ex-subscription trading
No preemptive rights will be attributed by the Company's Securities acquired as of and including
May 23, 2016, as from and including this same date the Company's Securities will be traded exsubscription.
8
Procedures for Securities Subscription and Trading of Subscription Rights
Holders of subscription rights under custody in the Central Depository of the BM&FBOVESPA
S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) should exercise their rights
through their respective custody agents and according to the rules stipulated by the
BM&FBOVESPA's Central Depository.
Holders of subscription rights under the custody of Itaú Corretora de Valores S.A., the registrar
of the Company's shares and Units ("Itaú"), should exercise their subscription rights by filling out
the subscription forms that will be available in any Itaú branch.
The presentation of the following documents is required: (a) Individual: Identity card, Individuals
Taxpayer Identity Number (CPF) and proof of address; (b) Company: certified copy of the latest
Bylaws or consolidated corporate contract (and subsequent amendments, if any), company's
CNPJ registration card, corporate documentation granting powers of proxy and certified copies of
the CPF card, Identity Card and proof of residence of its representatives.
Investors resident abroad may be required to submit other representation documents.
In the case of representation by proxy, the presentation of the respective public mandate
instrument is required.
Holders of subscription rights who wish to negotiate their subscription rights may do so, and
should request and sign the appropriate assignment of rights form, which will be issued by Itaú,
in the case of holders of subscription rights in custody with Itaú, or instruct their broker to negotiate
directly on the stock exchange, in the case of the holders of subscription rights in custody with
the Central Depository of the BM&FBOVESPA. The negotiation of subscription rights must be
concluded sufficiently in advance so as to allow for the transferred rights to be exercised within
the Preemptive Right Period or the Subscription Period for the Unsubscribed Securities (as
defined below).
Subscribers must indicate on the subscription form if they are interested in participating in the
procedure for allotment of the remaining, unsubscribed Company securities.
The BM&FBOVESPA accepts only cash payments and will opportunely publish the procedures
for the custodial agents.
9
Subscription Period for the Company's unsubscribed Securities
After the end of the Preemptive Right Period and after the depository institution informs the
Company the amount of its Securities subscribed during the Preemptive Right Period, if there are
any unsubscribed securities the subscribers who have expressed interest through the respective
subscription form will have a period of six (6) business days, counted as of and including the day
following the publication of the respective notice to shareholders stating the amount of the
Company's Securities that remain unsubscribed after the Preemptive Right Period, to subscribe
the remaining securities, by signing a new subscription form ("Subscription Period for the
Unsubscribed Securities").
The amount of remaining unsubscribed Company Securities that each interested subscriber will
be entitled to subscribe during the Period for the Unsubscribed Securities will be calculated by
multiplying the number of new Company's Securities that remain unsubscribed after the
Preemptive Right Period by the number of the Company's Securities that have been subscribed
by the respective subscriber during the Preemptive Right Period, dividing the result by the total
number of the Company's Securities subscribed by all subscribers who have expressed interest
in subscribing to the surplus during the Preemptive Right Period.
It is estimated that the Period for the Unsubscribed Securities will start on and include July 27,
2016 and close on and include August 3, 2016.
The Company will announce additional information about the Period for the Unsubscribed
Securities after the end of the Preemptive Right Period.
10
Unsubscribed Securities
The Company's Securities not subscribed after the closing of the Subscription Period for the
Unsubscribed Securities will be canceled and the Board of Directors will partially homologate the
Capital Increase, subject to the conditions and the procedure set out in item 11 below.
11
Partial homologation and conditional subscription
In the case the full subscription of the Company's Securities is not achieved in the amount
equivalent to the Maximum Value of the Capital Increase, after the end of the Subscription Period
for the Unsubscribed Securities, the Board of Directors shall partially approve the Capital
Increase, as long as the subscribed amount reaches the Minimum Amount of the Capital Increase,
in compliance with the conditions and procedures foreseen below.
Considering the hypothesis of partial approval of the Capital Increase, subscribers will be given
the right to a subscription conditioned to the Capital Increase. To this end, upon signing the
subscription form the subscriber will be able to condition the subscription of the Company's
Securities: (i) to the subscription to the Capital Increase Maximum Value, or (ii) to the subscription
of the Minimum Capital Increase Value. In the event of conditioning the subscription foreseen in
the Capital Increase Minimum Value, subscribers must indicate if they wish to exercise their
preemptive right on (a) all of the Company's Securities that are the object of Capital Increase they
have subscribed; or (b) to the amount equivalent to the proportion between the number of the
Company's Securities effectively subscribed and the maximum number of the Company's
Securities that are the object of the Capital Increase. It should be emphasized that in the absence
of an express manifestation, it shall be deemed that a subscriber is interested in receiving all of
the Company's Securities subscribed.
The subscriber who does not implement the condition for subscription foreseen in the subscription
form will receive a refund for the amount he/she presented for payment, without monetary
restatement, fully or in part, as indicated by the condition on their subscription form. To this end,
the subscriber must indicate on the subscription form the following data for the Company to make
full or partial refund of the amount that would be paid: (a) bank, (b) branch, (c) current account,
(d) name or company name, (e) CPF or CNPJ, (f) address, and (g) telephone.
In addition to the possibility of conditional subscription, in the event there are unsubscribed shares
remaining the subscriber shall have the right to review his/her decision regarding the subscription
of the Company's Securities, in whole or in part, within five (5) working days estimated to begin
on and including August 10, 2016 and end on and including August 17, 2016. The shareholders
who reconsider their decision will receive the amounts they paid in with no interest or monetary
correction, fully or in part, depending on the amount of the Company’s Securities they hold that
have been reconsidered.
Additionally, no trading of subscription receipts will be possible by the shareholders who exercised
the subscription form susceptible to subsequent variations (in other others, any different option of
full payment of the subscribed shares as described above), until the capital increase is approved.
Thus, the Company will not be responsible for any loss arising from the negotiation of subscription
receipts, since they are subject to future and any conditions.
12
Homologation
After the end reconsideration period, the Board of Directors will meet to approve all or part of the
private Capital Increase and the number of shares issued by the Company.
13
Credit of the Company’s Securities
The credit of the effectively subscribed Company's Securities will occur on the third (3rd) business
day from the date of the Capital Increase’s approval by the Board of Directors.
14
Additional information
More information about the Capital Increase and the conditions for subscription and payment of
the Company's securities may be obtained upon a request to the following address
[email protected], or by calling (11) 4571-2400.
The Company will keep its shareholders and the market informed about the next steps related to
the approval and completion of the Capital Increase.
São Paulo, May 19, 2016.
José Luiz de Godoy Pereira
Vice President and Investor Relations Officer