TECNISA S.A.
Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/MF) No. 08.065.557/0001-12
Company Registry (NIRE) 35.300.331.613 | CVM Code 20435
MATERIAL FACT
TECNISA S.A., one of the largest residential developers in Brazil, which works in an
integrated manner (development, construction and sales intermediation), with shares
traded on the Novo Mercado segment of the BM&FBOVESPA – Securities, Commodities
and Futures Exchange under the ticker "TCSA3" ("Company" or "Tecnisa"), pursuant to
the provisions of Paragraph 4 of Article 157 of Law No. 6404 of December 15, 1976, as
amended, and pursuant to CVM Instruction No. 358 of January 3, 2002, as amended,
hereby announces the following to its shareholders and the market in general:
In accordance with the material fact disclosed on June 23, 2016, Tecnisa, JAR
Participações Ltda. ("Jar"), Meyer Joseph Nigri ("Meyer" and, together with Jar,
"Current Shareholders") and Cyrela Brazil Realty S/A Empreendimentos e Participações
("Cyrela") (together with the Current Shareholders, the "Subscribers") entered into a
subscription agreement through which (i) Tecnisa undertook, among others, the duty
and obligation, subject to certain conditions, to carry out a capital increase in the
amount of up to two hundred million reais (R$200,000,000.00), with the private
subscription of up to one hundred million (100,000,000) new non-par, registered, bookentry, common shares, at the issue price of two reais (R$2.00) per share ("Capital
Increase"); (ii) the Current Shareholders undertook the duty and obligation, subject to
certain conditions, to subscribe and pay for up to thirty-five million (35,000,000) new
non-par, registered, book-entry, common shares, totaling up to seventy million reais
(R$70,000,000.00); and (iii) Cyrela undertook the duty and obligation, subject to
certain conditions, to subscribe and pay for up to fifty million (50,000,000) new nonpar, registered, book-entry, common shares, totaling up to one hundred million reais
(R$100,000.000,00).
The meeting of the Company's Board of Directors held on June 28, 2016, approved the
Capital Increase, which had its effectiveness suspended, subject to the approval of
Cyrela's investment in Tecnisa by antitrust authorities.
The decision of the General Superintendent of the Administrative Council of Economic
Defense – CADE, taken on August 3, 2016, approving, without limitation, Cyrela's
investment in the Company, was published in the Diário Oficial da União newspaper on
August 4, 2016, and became final and unappealable on August 19, 2016.
Thus, on June 20, 2016, the Company issued a notice to shareholders, announcing the
beginning of the period to exercise the preemptive right to subscribe to the capital
increase, on August 25, 2016.
Additionally, on August 25, 2016, Tecnisa and the Subscribers ascertained the
implementation of the conditions provided for in the Subscription Agreement and closed
the transaction, carrying out the following measures, among others:
(i)
the Current Shareholders assigned and transferred to Cyrela and Cyrela
acquired and received from the Current Shareholders, free of charge and without
consideration, the subscription rights of thirty-six million, six hundred and
seventy-five thousand, seven hundred and fifty-two (36,675,752) new non-par,
registered, book-entry, common shares, to be issued under the Capital Increase;
(ii)
the Current Shareholders subscribed and paid for, in local currency,
twenty-five million, six hundred and seventy-three thousand and twenty-six
(25,673,026) new non-par, registered, book-entry, common shares, amounting
to fifty-one million, three hundred and forty-six thousand and fifty-two reais
(R$51,346,052.00);
(iii)
Cyrela subscribed and paid for, in local currency, thirty-six million, six
hundred and seventy-five thousand, seven hundred and fifty-two (36,675,752)
new non-par, registered, book-entry, common shares, amounting to seventythree million, three hundred and fifty-one thousand, five hundred and four reais
(R$73,351,504.00); and
(iv) the Current Shareholders, Cyrela and Mr. Joseph Meyer Nigri, entered into
a shareholders’ agreement to regulate certain aspects of their relationship as
shareholders of the Company, particularly regarding issues of governance and
the transfer of Tecnisa's shares, including the duty of the Current Shareholders
and Mr. Joseph Meyer Nigri to exercise their voting rights to, among other
matters, elect one (1) member of the Board of Directors to be appointed by
Cyrela.
It is worth noting that, with the subscription and payment carried out by the Current
Shareholders and Cyrela on this date, the minimum subscription required for the
approval of the capital increase was achieved, amounting to one hundred and twentyfour million, six hundred and ninety-seven thousand, five hundred and fifty-six reais
(R$124,697,556.00), and the capital increase has become definitive. Therefore, after
finalizing the procedures for subscription of the shares and remaining shares, the Board
of Directors will ratify the Capital Increase, even if not fully subscribed.
Pursuant to the Subscription Agreement, if at the final date for the exercise of the
preemptive rights there are shares remaining unsubscribed, (i) the Current
Shareholders will request the subscription, subscribe and pay for up to nine million,
three hundred and twenty-six thousand, nine hundred and seventy-four (9,326,974)
new non-par, registered, book-entry, common shares, amounting to eighteen million,
six hundred and fifty-three thousand, nine hundred and forty-eight reais
(R$18,653,948.00); and (ii) Cyrela must request the subscription, subscribe and pay for
up to thirteen million, three hundred and twenty-four thousand, two hundred and fortyeight (13,324,248) new non-par, registered, book-entry, common shares, amounting to
twenty-six million, six hundred and forty-eight thousand, four hundred and ninety-six
reais (R$26,648,496.00).
Please note that the final number of remaining shares to be effectively subscribed and
paid for by the Current Shareholders and Cyrela depends on the outcome of the
proportional apportionment to be carried out by the Company among the subscribers
who request the subscription of remaining shares, in accordance with procedures to be
disclosed in due course by the Company through a notice to shareholders.
Finally, the Company announces that, pursuant to the applicable legislation and in
accordance with the best governance practices, it will keep its shareholders, investors
and the market in general informed on any relevant developments regarding the
subject matter hereof.
São Paulo, August 25, 2016.
Vasco de Freitas Barcellos Neto
CFO and Investor Relations Officer