Upload
lightri
View
214
Download
0
Embed Size (px)
Citation preview
7/27/2019 Brasil PCH acquisition
1/2
LIGHT S.A.
Corporate Taxpayers ID (CNPJ/MF) 03.378.521/0001-75
Company Registry (NIRE) 33.300.263.16-1
Publicly-Held Company
MATERIAL FACT
LIGHT S.A., in compliance with CVM Instruction 358, of January 3, 2002, hereby informs its
shareholders and the market in general that:
As disclosed by the Company on August 8, 2013 through Material Fact, Light Energia S.A.
(Light Energia), the Companys wholly-owned subsidiary, approved on that date the execution
of an Investment Agreement with RR Participaes S.A. (RR), Cemig Gerao e Transmisso
S.A., (Cemig GT), Renova Energia S.A. (Renova) and Chipley SP Participaes S.A.
(Chipley), aiming to regulate the entry of Cemig GT in Renovas controlling block, as well as
the partial or full acquisition by Chipley of the capital stock of Brasil PCH S.A. (Brasil PCH),
pursuant to the Brasil PCHs Stock Purchase Agreement, executed between Cemig GT and
Petrleo Brasileiro S.A. Petrobras on June 14, 2013 and assigned by Cemig GT to Chipley.
Brasil PCHs acquisition was subject to the preemptive and tag along rights of the other
shareholders of Brasil PCH. In accordance with the Material Facts disclosed by Renova and
Companhia Energtica de Minas Gerais Cemig, shareholders of Chipley, having ended the
term for exercising the preemptive and tag along rights related to the transaction for the
acquisition of 49% of all shares of Brasil PCH held by Petrleo Brasileiro S.A. (Petrobras), noshareholder exercised his preemptive right and only the shareholder Jobelpa S.A. (Jobelpa),
holder of 2% of the shares of Brasil PCH, exercised his tag along right. Consequently, Chipley
will acquire an interest of 51% in Brasil PCH.
The price for the acquisition of 51% of Brasil PCH is R$676,530,600, on the reference date of
December 31, 2012, and will be restated based on the CDI variation plus 2% p.a. until the date
of effective payment.
For this aim to be attained, the capital of Renova will be increased, with the assignment by Light
Energia and RR to Cemig GT of the preemptive right related to the subscription to new common
DOCS-RJ221377v2
http://__dopostback%28%27dlcias%24_ctl2%24linkbutton10%27%2C%27%27%29/http://__dopostback%28%27dlcias%24_ctl2%24linkbutton10%27%2C%27%27%29/7/27/2019 Brasil PCH acquisition
2/2
shares issued by Renova, and a new shareholders agreement will be entered into between RR,
Light Energia and Cemig GT.
The share issue prince on the reference date of December 31, 2012 will be R$16.2266 per
share, which would be equivalent to R$48.6798 per unit, totaling R$1,414,732,900 to besubscribed and paid up by Cemig GT. The amounts will be restated based on the CDI variation
as from December 31, 2012.
Funds raised from the capital increase and not used for the acquisition of 51% of Brasil PCH will
strengthen Renovas cash and may be used in Renovas wind farm projects already contracted
and/or other opportunities for growth in renewable energy assets.
After the transaction, Light Energia will hold equity interest between 11.7% and 15.9% in
Renovas total capital stock (which currently accounts for 21.99%) and between 14.2% and
20.7% common shares (which currently accounts for 32.3%), depending on the exercise of
preemptive rights of the other shareholders of Renova, thus maintaining all its shares linked to
the controlling block.
Pursuant to the Investment Agreement, the entry in the capital of Renova may be carried out
directly through Cemig GT or through an Equity Investment Fund in which Cemig GT has a
stake.
Brasil PCH has the ownership of 13 small hydroelectric power plants located in the states of
Minas Gerais, Rio de Janeiro, Esprito Santo and Gois, all of them operational, with total
installed capacity of 291 MW and assured energy of 194 average-MW, contracted until 2028
and 2029 through Proinfa.
The Company further informs that the acquisition of Brasil PCH and the capital increase in
Renova are subject to a series of conditions precedent and trading conditions, among which the
approval by the Brazilian Antitrust Authority and the National Electric Power Agency.
The Company will keep its shareholders and the market duly and timely informed on the
conclusion of this transaction.
Rio de Janeiro, October 28, 2013.
Joo Batista Zolini Carneiro
Chief Financial and Investor Relations Officer
DOCS-RJ221377v2