Report of Foreign Issuer (6-k)
June 20 2019 - 6:05AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of June, 2019
Commission File Number 1565025
AMBEV S.A.
(Exact name of registrant as specified in its charter)
AMBEV S.A.
(Translation of Registrant's name into English)
Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
AMBEV S.A.
CNPJ/ME No. 07.526.557/0001-00
NIRE 35.300.368.941
(“
Company
”)
NOTICE OF CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS
(
Pursuant to Exhibit 30-XXXII of Brazilian Securities and Exchange Commission’s Normative Ruling No. 480/09
)
On June 19
th
, 2019 at 5:00 pm, the Board of Directors verified the issuance of new common shares, whitin the authorized capital limit, as a result of the exercise by certain beneficiaries of options granted by
Companhia de Bebidas Das Américas – AmBev
on July 30
th
, 2009, received by the Company under the Migration Program, as approved by the Board of Directors on July 31
st
, 2013, within the scope of the Company’s Stock Option Plan approved by the Shareholders’ General Meeting held on July 30
th
, 2013.
a. Date of approval of the stock option plan by the Shareholders’ General Meeting
The Stock Option Plan was approved by the Shareholders’ General Meeting held on on July 30
th
, 2013.
b. Capital Increase Amount and New Capital Stock
Capital increase amount
|
BRL 90,028.59
|
New capital stock
|
BRL 57,799,719,929.09
|
c. Amount of issued shares per type and class
25,075 new common shares with no par value.
d. Issuance price of the new shares
Issuance price per price
|
BRL 3.59037
|
e. Price for each of the issuer’s types and classes of shares in the respective markets in which the shares are negotiated, identifying:
i.
Lower, average and highest market price on each of the last three (3) years
Price
(1)
|
2018
(BRL)
|
2017
(BRL)
|
2016
(BRL)
|
Lower
|
14.70
|
15.36
|
14.76
|
Average
|
19.25
|
18.15
|
17.05
|
Highest
|
23.58
|
21.11
|
18.47
|
(1)
Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.
ii.
Lower, average and highest price on each quarter of the last two (2) years
Price
(1)
|
1Q2019
(BRL)
|
4Q2018
(BRL)
|
3Q2018
(BRL)
|
2Q2018
(BRL)
|
1Q2018
(BRL)
|
4Q2017
(BRL)
|
3Q2017
(BRL)
|
2Q2017
(BRL)
|
Lower
|
16.15
|
14.70
|
17.55
|
17.59
|
20.88
|
19.27
|
16.96
|
16.66
|
Average
|
17.48
|
16.12
|
18.42
|
20.56
|
21.84
|
20.02
|
18.79
|
17.50
|
Highest
|
18.75
|
18.06
|
19.49
|
23.51
|
23.58
|
21.11
|
20.53
|
18.74
|
(1) Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.
iii.
Lower, average and highest price on each month of the last six (6) months
Price
(1)
|
05/2019
(BRL)
|
04/2019
(BRL)
|
03/2019
(BRL)
|
02/2019
(BRL)
|
01/2019
(BRL)
|
12/2018
(BRL)
|
Lower
|
16.49
|
16.77
|
16.37
|
17.23
|
16.15
|
15.10
|
Average
|
17.26
|
17.50
|
16.83
|
18.34
|
17.25
|
15.67
|
Highest
|
18.06
|
18.47
|
17.31
|
18.75
|
18.00
|
16.40
|
(1)
Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.
iv. Average price on the last ninety (90) days
Price
(1)
|
90 days (BRL)
|
Average
|
17.35
|
(1)
Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.
f. Potential dilution percentage arising from the issuance
Dilution percentage
|
0.00016%
|
***
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 19, 2019
|
|
|
|
AMBEV S.A.
|
|
|
|
|
By:
|
/s/
Fernando Mommensohn Tennenbaum
|
|
Fernando Mommensohn Tennenbaum
Chief Financial and Investor Relations Officer
|
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