ENEVA S.A. – In Judicial Recovery
CORPORATE TAXPAYER ID (CNPJ/MF): 04.423.567/0001-21
COMPANY REGISTRY (NIRE): 33.3.0028402-8
(Publicly-Held Company)
NOTICE TO SHAREHOLDERS
ENEVA S.A. - In Judicial Recovery (“Company”) announces to its shareholders, in continuity
with the provisions of Notice to Shareholders of September 4, 2015, regarding the exercise of
preemptive rights for subscription of shares to be issued under the capital increase approved by
the Company's Extraordinary General Meeting on August 26, 2015 (“Capital Increase”), the
following:
I.
Results of the Exercise of Preemptive Rights:
According to the calculations of Itaú Corretora de Valores S.A. (“Itaú Depository Agent”), the
depositary institution for the Company's shares, a total of fifteen billion, three hundred and twelve
million, four hundred and seventy-seven thousand, two hundred and forty-four (15,312,477,244)
new common shares were subscribed between September 9, 2015, inclusive, and October 9,
2015, inclusive (“Initial Preemptive Rights Period”) at an issue price of R$0.15 (fifteen cents)
per share, totaling two billion, two hundred and ninety-six million, eight hundred and seventyone thousand, five hundred and eighty-six Reais and sixty cents (R$2,296,871,586.60),
equivalent to sixty-two point ninety-three percent (62.93%) of the approved capital increase,
leaving nine billion, twenty million, eight hundred and fifty-six thousand and ninety
(9,020,856,090) unsubscribed common shares.
In accordance with the judicial reorganization plan submitted by the Company and its subsidiary
ENEVA Participações S.A. - In Judicial Recovery (“Judicial Organization Plan” and “ENEVA
Participações”, respectively) and agreements between the Company's controlling shareholders
and certain interested parties (“Letter of Confirmation”), DD. Brazil Holdings S.à.R.L. (“E.ON”)
ceded a portion and Eike Fuhrken Batista (and Centennial Asset Brazilian Equity Fund LLC and
Centennial Asset Mining Fund LLC) ceded all of their preemptive rights to subscribe to shares
resulting from the Capital Increase, which was necessary for the Investors and Unsecured
Creditors (as defined in the Judicial Reorganization Plan) to allocate their assets and credits, as
provided for in the Judicial Reorganization Plan.
During the Initial Preemptive Rights Period, the new shares were subscribed and paid by the
shareholders, the Company’s Investors and Unsecured Creditors (as defined in the Judicial
Recovery Plan) as follows:
(a) Payment in Assets
E.ON subscribed and paid for one billion, five hundred ninety-nine million, nine hundred and
ninety-nine thousand, nine hundred ninety-nine (1,599,999,999) new shares issued by the
Company, equivalent to two hundred thirty-nine million, nine hundred and ninety-nine thousand,
nine hundred and ninety-nine Reais and eighty-five cents (R$239,999,999.85) through the
contribution of: (i) 9.09% of the shares of Parnaiba Gás Natural S.A. in the amount of eighty-one
million, four hundred thousand Reais (R$81,400,000.00); and (ii) 50% of the shares of ENEVA
Participações S.A., amounting to one hundred and fifty-eight million, six hundred thousand Reais
(R$158,600,000.00).
STR Projetos e Participações Ltda., successor to Petra Energia S.A., subscribed and paid for one
billion, eight hundred and eighty-five million, six hundred and sixty-three thousand, two hundred
and forty-nine (1,885,663,249) new shares issued by the Company, equivalent to two hundred
eighty-two million, eight hundred and forty-nine thousand, four hundred and eighty seven Reais
and thirty-five cents (R$282,849,487.35), through the contribution of 30% of shares of the
companies Parnaíba I Geração de Energia S.A., Parnaíba IV Geração de Energia S.A. and Parnaíba
Geração e Comercialização de Energia S.A., corresponding to the total amount of two hundred
and eighty-two million, eight hundred and forty-nine thousand, four hundred and eighty-seven
Reais and forty-nine cents (R$282,849,487.49).
Gemlik RJ Participações S.A., as a successor to Petra in relation to the rights and obligations held
by Petra in Parnaíba III Geração de Energia S.A. (“Parnaíba III”), subscribed and paid for six
hundred and thirty million, seven hundred and thirty-one, five hundred and fifty (630,731,550)
new shares issued by the Company, equivalent to ninety-four million, six hundred and nine
thousand, seven hundred and thirty-two Reais and fifty cents (R$94,609,732.50), through the
contribution of 30% of the shares of Parnaíba III previously held by Petra in the amount of ninetyfour million, six hundred and nine thousand, seven hundred and thirty-two Reais and fifty-one
cents (R$94,609,732.51).
Banco BTG Pactual S.A. subscribed and paid for four billion, five hundred and eighty-six million,
six hundred and sixty-six thousand, six hundred sixty-six (4,586,666,666) new shares issued by
the Company, equivalent to six hundred and eighty-seven million, nine hundred and ninety-nine
thousand, nine hundred ninety-nine Reais and ninety cents (R$687,999,999.90), through the
contribution of 100% of the shares issued by BPMB Parnaíba S.A., amounting to six hundred and
eighty-eight million Reais (R$688,000,000.00).
(b) Capitalization of Credits
In accordance with to the Judicial Reorganization Plan, and also arising from the assignment by
E.ON and Eike Batista Fuhrken of a portion and the total, respectively, of their preemptive rights
to the subscription of shares, the Company's Unsecured Creditors subscribed and paid six billion,
five hundred and seventy-three million, three hundred and fifty-eight thousand, seven hundred
and sixty-nine (6,573,358,769) new shares issued by the Company, equivalent to nine hundred
and eighty-six million, three thousand, three hundred and fifteen Reais and thirty-five cents
(R$986,003,815.35), through the capitalization of forty percent (40%) of their unsecured debts
held against the Company in an amount greater than two hundred fifty thousand Reais
(R$250,000.00).
II.
First Additional Period for the Subscription of Unsubscribed Shares:
(a) Unsubscribed shares may be subscribed by shareholders who have expressed interest in
reserving the remaining unsubscribed shares in the respective application form, within three (3)
days, beginning on October 16, 2015, inclusive, and ending on October 20, 2015, inclusive,
(“First Additional Preemptive Rights Period”), by signing a new application form.
(b) The ratio for the subscription of new shares will be 0.5919982338444 share for every share
subscribed during the Initial Preemptive Rights (equivalent to 59.19982338444%).
(c) The issue price of remaining shares will be the same issue price approved by the Extraordinary
General Meeting of August 26, 2015, or R$0.15 (fifteen cents) per share.
(d) The shares subscribed by the shareholders under the capital increase shall be paid upon
subscription in Reais.
III.
Procedures for Subscription:
Shareholders or assignees of preemptive rights may exercise said rights as of October 16, 2015,
inclusive. Those whose shares are held in custody by the BM&FBOVESPA shall exercise their rights
through their depositary agents and those whose shares are held in custody by Itaú Corretora de
Valores S.A., the Company’s depository agent, shall do so by means of the applicable documents
at any of its specialized branch, by paying the subscription price in cash and filling out the
respective subscription order, available at the addresses below:
Securities Specialized Branch of Brasília
SCS Quadra 3 - Edif. D’Angela, 30 - Bloco A, Sobreloja
Centro - Brasília/DF
CEP: 70300-500
Securities Specialized Branch of Belo Horizonte
Av. João Pinheiro, 195 - Subsolo
Centro - Belo Horizonte/MG
CEP: 30130-180
Securities Specialized Branch of Curitiba
R. João Negrão, 65 - Sobreloja
Centro - Curitiba/PR
CEP: 80010-200
Securities Specialized Branch of Porto Alegre
R. Sete de Setembro, 746 - Térreo
Centro - Porto Alegre/RS
CEP: 90010-190
Securities Specialized Branch of Rio de Janeiro
Av. Almirante Barroso, 52 - 2° andar
Centro - Rio de Janeiro/RJ
CEP: 20050-005
Securities Specialized Branch of São Paulo
R. Boa Vista, 176 - 1º Subsolo
Centro - São Paulo/SP
CEP: 01092-900
Securities Specialized Branch of Salvador
Av. Estados Unidos, 50 - 2° andar - (Edif. Sesquicentenário)
Comércio - Salvador/BA
CEP: 40020-010
IV.
Second Additional Period for the Subscription of Unsubscribed Shares:
(a) After the end of the First Additional Period for the Subscription of Unsubscribed Shares and
after Itaú Custódia informed the Company of the number of shares subscribed during the First
Additional Period for the Subscription of Unsubscribed Shares, if there are still remaining
unsubscribed shares, the shareholders who manifested an interest in reserving the unsubscribed
shares in the respective subscription application for the First Additional Preemptive Rights Period
will have three (3) days, from the date to be disclosed at the appropriate time through a Notice
to Shareholders that states the number of shares that remain unsubscribed after the first
Additional Preemptive Rights Period to subscribe to those unsubscribed shares, through the
signature of a new subscription application (“Second Additional Preemptive Rights Period”).
(b) It is estimated that the Second Additional Preemptive Rights Period will begin on October 26,
2015, inclusive, and will close on October 28, 2014, inclusive.
(c) Additional information about the Second Additional Preemptive Rights Period will be disclosed
by the company after the close of the First Additional Preemptive Rights Period.
V.
Cancellation of the Unsubscribed Shares and Partial Approval:
Whereas the minimum limit for the Capital Increase, of two billion Reais and ten cents
(R$2,000,000,000.10), has already been attained, upon the close of the Second Additional
Preemptive Rights Period, under the terms of Article 171, paragraph 7, line “b” of Law 6404-76,
the unsubscribed shares still remaining shall be cancelled.
The Company also hereby states that the deadline for shareholders to confirm their respective
decisions and subscribe to their portions of the Capital Increase will begin after the end of the
Second Additional Preemptive Rights Period, and will be the object of a new Notice to
Shareholders.
After the cancellation of the remaining unsubscribed shares, the Company’s Board of Directors
will approve the Capital Increase.
VI.
Additional Information:
More information about the capital increase and the conditions for the subscription and payment
of the shares issued may be obtained through requests send to the following address:
[email protected] or by dialing the shareholder service hotlines of Itaú Depository Agent at the
following numbers: (11) 3003-9285, for state capitals and metropolitan regions, or 0800 7209285, for all other locations.
Rio de Janeiro, October 15, 2015.
Ricardo Levy
Executive Vice President and Investor Relations Officer
ENEVA S.A. – In Judicial Recovery