GOL Concludes Global Share Offering, Reinforcing Cash Position by R$627.1 Million

Date : 10/19/2009 @ 10:48AM
Source : PR Newswire
Stock : Gol Linhas Aereas Inteligentes Sa (GOL)
Quote : 13.69  0.21 (1.56%) @ 8:00PM
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GOL Concludes Global Share Offering, Reinforcing Cash Position by R$627.1 Million

With a stronger balance sheet, GOL is now prepared to benefit from the growth of air transport in Brazil and Latin America

SAO PAULO, Oct. 19 /PRNewswire-FirstCall/ -- GOL Linhas Aereas Inteligentes S.A. (BMF&BOVESPA: GOLL4; and NYSE: GOL), the largest low-cost and low-fare airline in Latin America, hereby announces the conclusion of its global share offering, which increased its cash position by R$627.1 million.

With an improved cash position that now represents more than 20% of its net revenues recorded during the last twelve months, and with its other competitive advantages: (i) the flight frequency leader between Brazil's main airports, (ii) Leadership in Latin America in low operating cost structure, number of affiliates in its mileage program (6.4 million) and e-commerce sales, and (iii) state-of-the-art corporate governance practices, GOL believes it is well structured to benefit from the growth of air transport in Brazil and Latin America.

"The success of the offering has put GOL among the world's most capitalized airlines. This will create shareholder value because it will allow the Company to develop its strategic plan in a flexible manner and with a focus on results," declared Leonardo Pereira, Vice President and Chief Financial and Investor Relations Officer.

"With VoeFacil program (FlyEasy program) and our low-cost structure, we expect to attract more of the new Brazilian middle-income population, making air transport even more popular in Brazil. In addition, the SMILES program and the high frequency of our flights should allow us to continue attracting more business travelers, while our e-commerce platform, together with GOLLOG, our cargo transport unit, are increasing our ancillary revenues," added Constantino de Oliveira Junior, GOL's founder and CEO.

The high quality of our operations, backed by a modern and standardized fleet of next generation Boeing 737 aircraft, ensures regular, punctual flights, and has made us achieve the leadership in terms of operating profitability in the Brazilian industry.

The offering comprised 62.2 million common and preferred shares (38.0 million in the primary offering, totaling R$627.1 million) at R$16.50 per share (US$ 9.48 per ADS), totaling R$1,026.1 million.

The difference between the total offering and the primary offering is due to the offering structure designed to comply with Brazilian corporate law, keeping a minimum ratio of 50% between common and preferred shares (including ADSs). Under the offering structure, Fundo ASAS, the Company's controlling shareholder, sold a portion of its preferred shares, while the proceeds were used to buy common shares issued to comply with the regulatory ratio. The structure allowed the Company to achieve its capital increase targets and to comply with Brazilian Corporate Law.

A complete breakdown of the offering is shown below:

Breakdown of the Number of Shares and Value of the Global Offering

Global Share Offering Number of Shares Total Value** Primary Global Offering 34,550,000 R$570,075,000 Common Shares 17,275,000 R$285,037,500 Preferred Shares 17,275,000 R$285,037,500 Additional Shares (hot issue) 3,455,000 R$57,007,500 Common Shares 1,727,500 R$28,503,750 Preferred Shares 1,727,500 R$28,503,750 Primary Offering Total 38,005,000 R$627,082,500 Share Conversion Total* 19,002,500 R$313,541,250 Over-allotment Option (Green Shoe - secondary) 5,182,500 R$85,511,250 Total - Global Share Offering 62,190,000 R$1,026,135,000 Common Shares 19,002,500 R$313,593,250 Preferred Shares 43,187,500 R$712,593.750

*The financial volume and number of shares involved in the conversion of preferred to common shares by Fundo ASAS, which was structured in such a way as to ensure the feasibility of the global offering by maintaining the capital stock ratio at 50% common shares and 50% preferred shares (including ADSs), in compliance with paragraph 2 of article 15 of Brazil's Corporate Law.

** Gross amounts -- including associated commissions and expenses.

The leading asset management firms in Brazil, the United States, Europe and Asia took part in the offering. Foreign investors accounted for 69.9% of the total and Brazilian institutional investors and private pension funds for 20.3%. Of the 43,187,500 preferred shares distributed in the primary and secondary offerings, 49.6% were in the form of ADSs (American Depositary Shares) on the NYSE.

The table below shows the preferred share and ADS distribution per investor profile:

Type of Investor Number of Preferred Shares % Individuals 2,588,463 6.0% Investment Clubs 322,316 0.7% Investment Funds (national) 8,635,024 20.0% Private Pension Funds 138,749 0.3% Foreign Investors 30,200,831 69.9% Other Institutional Investors 1,302,117 3.0% Total 43,187,500 100.0%

As a result of the offering, the preferred share free float (excluding shares held by board members and executive officers) increased from 44.5% to 70.5%. In terms of total capital, the free float climbed from 22.2% to 35.3%.

The following tables show the shareholding breakdown before and after the offering:

Shareholding breakdown Before the Offering Shareholder ON % PN % Total % Fundo ASAS 114,197,142 85.7% 59,795,617 52.4% 173,992,759 6.2% Board Members & Executive Officers 16 - 2,064,587 1.8% 2,064,603 0.9% Shares held in Treasury - - 1,574,200 1.4% 1,574,200 0.7% Market (free float) - - 50,762,751 44.5% 50,762,751 22.2% Total 114,197,158 100.0% 114,197,155 100.0% 228,394,313 100.0%

Shareholding breakdown After the Offering Shareholder ON % PN % Total % Fundo ASAS 133,199,642 100.0% 35,610,617 26.7% 168,810,259 63.4% Board Members & Executive Officers 16 - 2,064,587 1.5% 2,064,603 0.8% Shares held in Treasury - - 1,574,200 1.2% 1,574,200 0.6% Market (free float) - - 93,950,251 70.5% 93,950,251 35.3% Total 133,199,658 100.0% 133,199,655 100.0% 266,399,313 100.0%

About GOL Linhas Aereas Inteligentes S.A.

GOL Linhas Aereas Inteligentes S.A. (NYSE:GOLNYSE:andNYSE:Bovespa:NYSE:GOLL4), the largest low-cost and low-fare airline in Latin America, offers around 800 daily flights to 49 destinations that connect all the important cities in Brazil and ten major destinations in South America and Caribbean. The Company operates a young, modern fleet of Boeing 737 Next Generation aircraft, the safest and most comfortable of its class, with high aircraft utilization and efficiency levels. Fully committed to seeking innovative solutions through the use of cutting-edge technology, the Company -- via its GOL, VARIG, GOLLOG, SMILES and VOE FACIL brands -- offers its clients easy payment facilities, a wide range of complementary services and the best cost-benefit ratio in the market.

This release contains forward-looking statements relating to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of GOL. These are merely projections and, as such, are based exclusively on the expectations of GOL's management concerning the future of the business and its continued access to capital to fund the Company's business plan. Such forward-looking statements depend, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors and risks disclosed in GOL's filed disclosure documents and are, therefore, subject to change without prior notice.

CONTACT:

Investor Relations Leonardo Pereira - CFO and IRO Rodrigo Alves - Head of IR Phone: (55 11) 2128-4700 E-mail: Website: http://www.voegol.com.br/ir Twitter : http://www.twitter.com/GOLInvest

Corporate Communications Phone: (55 11) 2128-4413 E-mail: Twitter : http://www.twitter.com/GOLcomunicacao

Media Relations Edelman (U.S and Europe): M. Smith and N. Dean Phone: 1 (212) 704-8196 / 704-4484 Emails: or

DATASOURCE: GOL Linhas Aereas Inteligentes S.A.

CONTACT: Leonardo Pereira, CFO and IRO, or Rodrigo Alves, Head of IR,

both of GOL Investor Relations, +011-55-11-2128-4700, ; or

GOL Corporate Communications, +011-55-11-2128-4413, ;

or Media Relations, M. Smith, , or N. Dean,

, both of Edelman (U.S and Europe), +1-212-704-8196,

+1-212-704-4484, for GOL

Web site: http://www.voegol.com.br/ir

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