Material Fact: VCP Makes a Stock Reverse Split
SAO PAULO, Brazil, Sept. 30 /PRNewswire-FirstCall/ -- Complying with the
provisions of CVM Instruction no. 358, of January 3, 2002, Votorantin Celulose
e Papel S.A. (NYSE:VCP) informs the shareholders, investors and securities
market institutions, that the Company's Board of Directors, in a meeting held
on September 27, 2004, approved, by unanimous vote, forwarding the following
proposals for the examination of the Extraordinary General Meeting, to be held
on October 18, 2004: (i) Increase of the subscribed capital stock, from one billion, seven hundred
and one million, nine hundred thousand, one hundred and twenty two reais and
seventy-six centavos (R$ 1,701,900,122.76) to two billion, four hundred and
seventy-eight million, five hundred and eighty-two thousand, one hundred and
twenty-three reais and seventy-six centavos (R$ 2,478,582,123.76), without
issuing new shares, by means of the capitalization of a portion of the earnings
reserve; (ii) Execution of a reverse split of the Company's shares, under the terms of
article 12 of Law no. 6404/76, with the objective of: (a) adjusting the price
per share to a more adequate level according to the market viewpoint; (b)
making trading easier and the capital market even more attractive to the
investor.
The reverse split proposed would comprise the thirty-eight billion, three
hundred and twenty-two million, six hundred and ninety-nine thousand and five
hundred and fifty-three (38,322,699,553) shares of the Company, with no par
value, representing the entire subscribed capital, to be carried out in the
ratio of two hundred (200) shares for each one (1) share of the respective
type, resulting in one hundred and ninety-one million, six hundred and thirteen
thousand and four hundred and ninety-eight (191,613,498) shares, of which one
hundred and five million, seven hundred and two thousand and four hundred and
fifty-two (105,702,452) are shares of common stock and eighty five million,
nine hundred and eleven thousand and forty-six (85,911,046) are shares of
preferred stock.
This proposal having been approved by the shareholders, the Company will
publish a communication to the market informing the terms and conditions of the
reverse split.
Votocel Filmes Flexiveis Ltda., as part of the controlling shareholders of the
Company, directly or by means of a company associated with it, shall offer to
transfer, free of charge, to those holders who hold on September 30, 2004, less
than two hundred (200) shares, by type, the amount of shares sufficient to
complete a lot of two hundred (200) shares. For such, these holders must,
within thirty (30) days after the publication of the notice to the market,
manifest to the Company their interest in receiving such shares, so as to
complete their respective fractional positions, and ensure that, following the
reverse split, they have at least one (1) share.
The period established for the shareholders to manifest themselves having
lapsed, the eventual fractions of shares will be segregated, grouped into whole
numbers and sold in auction at the Sao Paulo Stock Exchange, the respective
values being paid to the holders of the fractions proportionally to the
fractions held by each. For the shareholders whose accounts are inoperative or
whose data record is outdated, the value of the disposal of fractions will be
maintained at the disposal of the Company, from the date defined for payment,
at the Network of Banco Itau branches (the financial depositary institution of
the shares).
Simultaneously with the operation on the Brazilian market, (a) the American
Depositary Receipts (ADRs) issued by the Company on the New York Stock
Exchange, also within the period stipulated for the adjustment of holdings,
shall be split at the ratio of one (1) current ADR to two point five (2.5)
ADRs; and (b) the ratio of the ADR shall change to one ADR equivalent to one
preferred share.
(iii) On account of the reverse split proposed above, adjust the limit of the
authorized capital; and (iv) Distribution of interim dividends to shareholders in the amount of eighty
million reais (R$ 80,000,000.00), based on the Management's proposal, without
involving any alterations in the Company's current dividend policy.
The full text of the documents related to the proposal of the Board of
Directors is at the disposal of the interested parties at the Company's head
offices or on the website http://www.vcp.com.br/. DATASOURCE: Votorantim Celulose e Papel S.A.
CONTACT: Alfredo Villares, IR Manager, Votorantim Celulose e Papel S.A., +011-5511-3269-4168, or Web site: http://www.vcp.com.br/
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