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At meeting held on March 25, 2015, the Board of Directors approved, unanimously, the realization of Public Offering for Primary Distribution of Common and Preferred Shares issued by the Company, all registered and book-entry Shares, with no par value, free and clear of any burden or encumbrance, inclusive in the form of American Depositary Shares (“ADS”), represented by American Depositary Receipts, held simultaneously in Brazil and abroad, upon increase of the Company’s capital.
The capital increase was approved by the Board of Directors on meeting held on April 27, 2015, in the amount of R$15,812,000,038.80, the Company's capital stock increasing from R$37,798,109,745.03 to R$53,610,109,783.83, through the issuance of 121,711,240 common shares, at an unitary issuance price of R$38.47, and 236,803,588 preferred shares, at an unitary issuance price of R$47.00. The common shares, preferred shares and ADSs issued as a result of the capital increase will entitle their holders, from April 28, 2015 on, the date of disclosure of the Global Offering announcement of commencement, the same rights assigned respectively to the holders of common shares, preferred shares and ADSs, currently outstanding, under the Company's Bylaws and the Law of Corporations, fully participating in dividends and other distributions that may be declared from April 28, 2015 on, the date of publication of the Global Offering announcement of commencement
The issuance price of R$47.00 per Preferred Share was determined after completion of the procedure of the Bookbuilding Procedure, in accordance with Article 23, paragraph 1, and Article 44 of CVM Instruction 400, and in accordance with the provisions of Article 170, paragraph 1, item III, of Law No. 6,404 of December 15, 1976, as amended. The issuance price of R$38.47 per common share was determined as the price per preferred share determined after the completion of the bookbuilding process, applying a discount of 18.14%, which represents the average discount rate of trading price of the common shares issued by the Company in relation to the trading price of the preferred shares issued by the Company in the 3 months prior to March 26, 2015.
At a meeting held on April 30, 2015, the Board of Directors approved a second capital increase under the Public Offering for Primary Distribution of Shares, due to the exercise, by the Bank of America Merrill Lynch Banco Múltiplo S.A., of the option of over-allotment of shares that was granted by the Company through the Coordination, Placement and Firm Guarantee of Settlement of Common and Preferred Shares Issued by Telefônica Brasil S.A., in accordance with Article 24 of CVM Instruction 400, of December 29, 2003, as amended, to meet the excess demand verified during the Offering. The Company's capital stock was increased in the amount of R$295,285,020.00, through the issuance of 6,282,660 preferred shares at the unitary issuance price of R$47.00, the Company's capital stock now being R$53,905,394,803.83, represented by 503,046,911 common shares and 985,019,821 preferred shares. |