RELEVANT FACT
CAPITAL INCREASE
Approval of Capital Increase
HELBOR EMPREENDIMENTOS S.A.
Public Company
CNPJ/MF n.º 49.263.189/0001-02
NIRE 35.300.340.337 | Código CVM n.º 20877
Mogi das Cruzes, December 05, 2016 - Helbor Empreendimentos S.A., a corporation headquartered in
the city of Mogi das Cruzes, São Paulo, at Avenida Vereador Narciso Yague Guimaraes, 1,145, 15th floor,
Jardim Armenia, Helbor Concept – Edíficio Corporate, city of Mogi das Cruzes, São Paulo, CEP 08780500, with its articles of incorporation registered at the Commercial Registry of the State of São Paulo
("JUCESP") under NIRE 35.300.340.337, enrolled with the CNPJ/MF No. 49.263.189/0001-02 registered
in the Comissão de Valores Mobiliários ("CVM") as a public company category "A" under the code
20877, with its stocks traded on the Novo Mercado of BM&FBOVESPA S.A. - Bolsa de Valores
Mercadorias e Futuros ("BM&FBOVESPA") under HBOR3 ticker, a residential and commercial real estate
developer in 10 states and the Federal District, covering 28 cities in Brazil, hereby, in compliance with
the provisions of Paragraph 4 of Article 157 of Law 6404, of December 15, 1976, as amended, pursuant
to and for the purposes of CVM Instruction 358, of January 3, 2002, informs its shareholders, investors
and the market in general as follows:
1.
Approval of Capital Increase: The Board of Directors, in a meeting held on September 20,
2016, approved, within the authorized capital limit, increase in the Company's capital in the
amount of R$ 120,000,001.44 (one hundred and twenty million and one real and forty-four
cents) made by the private issue of 68,181,819 (sixty-eight million, one hundred eighty one
thousand, eight hundred nineteen) new ordinary common shares, nominative, with no par
value, at an issue price of R$ 1.76 per share (one real and seventy-six cents) to be paid in
national currency ( "Capital Increase").
2.
Subscription Commitment: The Company's controlling shareholders, Hélio Borenstein S.A.
Administração, Participações e Comércio and Henrique Borenstein ("Controlling
Shareholders"), undertook to subscribe and pay in national currency a minimum amount of
36,560,342 (thirty-six million, five hundred and sixty thousand, three hundred and forty-two)
new shares, for a total amount of R$ 64,346,202.03 (sixty-four million, three hundred and fortysix thousand, two hundred and two reais and three cents), and a maximum amount of
39,772,728 (thirty-nine million, seven hundred and seventy-two thousand, seven hundred and
twenty-eight) new shares, for the amount of R$ 70,000,001.28 (seventy million and one reais
and twenty eight cents).
3.
Period for the exercise of preemptive rights: The period for exercising preemptive rights and
subscription of shares in the scope of the Capital Increase began on September 26, 2016,
inclusive, and ended on October 25, 2016 , inclusive ("Period of Preference").
4.
Period for subscription of leftovers: The period for subscription of leftovers and requests for
additional leftovers from the common shares to be issued under the Company's Capital
Increase started on November 7, 2016, inclusive, and ended on November 11, 2016, inclusive
("Period for subscription of leftovers").
5.
Number of subscribed shares: Were subscribed 68,181,812 (sixty-eight million, one hundred
and eighty-one thousand, eight hundred and twelve) new ordinary common shares,
nominative, with no par value issued by the Company, in the total amount of R$
119,999,989.12 (one hundred and nineteen million, nine hundred and ninety-nine thousand,
nine hundred and eighty-nine reais and twelve cents), corresponding to approximately
99.9999897% of the shares available for subscription under the Capital Increase.
6.
Cancellation of unsubscribed shares: To declare that 07 (seven) ordinary, nominative, with no
par value shares, were not subscribed during the Period of Preference and the Period for
subscription of leftovers, will not be issued and, therefore, will be canceled.
7.
Subscription of Controlling Shareholders: During the Period of Preference and the Period for
subscription of leftovers, the Controlling Shareholders subscribed and paid a total of
37,618,518 (thirty-seven million, six hundred and eighteen thousand, five hundred and
eighteen) new ordinary common shares, nominative, with no par value, in the total amount of
R$ 66,208,591.68 (sixty-six million, two hundred and eight thousand, five hundred and ninetyone reais and sixty-eight cents), corresponding to 55.17383% of Capital Increase.
8.
Non-performance of the stock auction: As the number of shares subscribed exceeds
56,818,182 (fifty-six million, eight hundred and eighteen thousand, one hundred and eightytwo) ordinary common shares, with no par value, whose Subscription was required for the
homologation of the Partially Subscription Capital Increase, as provided in the notice to
shareholders disclosed by the Company on September 20, 2016 ("Minimum Subscription"),
shall not be carried the sale on the stock exchange provided for in article 171, § 7, item "a" of
the Brazilian Corporate Law.
9.
Approval of Capital Increase: The meeting of the Company's Board of Directors held on
December 5, 2016, resolved to approve the Capital Increase approved on September 20, 2016,
which fully subscribed, totaled an increase of R$ 119,999,989.12 (One hundred and nineteen
million, nine hundred and ninety-nine thousand, nine hundred and eighty-nine reais and twelve
cents), with the consequent issue of 68,181,812 (sixty-eight million, one hundred and eightyone thousand, eight hundred and twelve) new ordinary common shares, with no par value, at
the issue price of R$ 1.76 (one real seventy-six cents) per share, established pursuant to article
170, paragraph 1, item III, of the Brazilian Corporate Law.
10. Capital Amount: As a result of the approval of the Capital Increase, the Company's capital stock
increased from R$ 806,376,305.00 (eight hundred and six million, three hundred and seventysix thousand, three hundred and five reais), divided into 257,699,937 (two hundred and fiftyseven million, six hundred and ninety-nine thousand, nine hundred and thirty-seven) ordinary
common shares, with no par value, issued by the Company, to R$ 926,376,294.12 (nine
hundred and twenty-six million, three hundred and seventy-six thousand, two hundred and
ninety-four reais and twelve cents), divided into 325,881,749 (three hundred and twenty-one
thousand, eight hundred and eighty-one, seven hundred and forty-nine) new ordinary common
shares, with no par value, as follows:
R$
Stocks
Share Capital
806,376,305.00
257,699,937
Capital Increase
119,999,989.12
68,181,812
New Share Capital
926,376,294.12
325,881,749
11. Rights of new shares: The new ordinary common shares will be entitled to the same rights
granted to existing ordinary common shares, such as the participation, under equal conditions,
in all benefits that may be distributed by the Company to the current ordinary common shares,
including dividends, interest on shareholders' equity and any capital remuneration, which will
be declared as of September 20, 2016. The new shares will also be entitled to one vote per
ordinary common share at general meetings and other rights conferred by the Brazilian
Corporate Law and By the BM&FBOVESPA Novo Mercado Regulation.
12. Credit of the subscribed shares: The 68,181,812 (sixty-eight million, one hundred eighty-one
thousand, eight hundred and twelve) new ordinary common shares, nominative, with no par
value, subscribed, will be issued and credited to the subscribers, in accordance to the specific
rules of the Central Depositary of Assets of BM&FBOVESPA and of Banco Bradesco S.A.,
financial institution providing the Company's custodian services, within 5 (five) business days
after ratification of the Capital Increase by the Company's Board of Directors.
13. Bylaw amendment: Management shall convene the general meeting in a timely manner to
deliberate on the amendment of article 7 of the bylaws to contemplate the new capital figure
and the number of shares issued by the Company.
Roberval Lanera Toffoli
CFO and Investor Relations Officer