UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
FORM 6-K
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
 
For the month of June, 2019
Commission File Number 1-15250
 

 
BANCO BRADESCO S.A. 
(Exact name of registrant as specified in its charter)
 
BANK BRADESCO
(Translation of Registrant's name into English)
 
Cidade de Deus, s/n, Vila Yara
06029-900 - Osasco - 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____

 .


 

 

Publicly-Held Company

Corporate Taxpayer’s ID 60.746.948/0001-12

 


Material Fact

 

 

 

Banco Bradesco S.A. (“Bradesco” or “Company”) hereby informs its shareholders and the market in general that, pursuant to the requirements of Paragraphs 1 and 2 of Article 30 of Law No. 6,404/76 and according to the provisions of CVM Instruction No. 567, of September 17, 2015, and Paragraph 6 of Article 6 of its Bylaws, the Board of Directors, at a meeting held today, resolved to renew the program for the acquisition of shares issued by the Company to be held in treasury and subsequently sale or cancellation, without reducing the capital stock.

 

Accordingly, in order to use the funds from the “Profit Reserves - Statutory”, available for investment, it authorized the Board of Executive Officers of Bradesco to acquire, from June 27, 2019 to December 27, 2020, up to 15,000,000 non-par, registered, book-entry shares, being up to 7,500,000 common shares and up to 7,500,000 preferred shares. The Board of Executive Officers shall define the timing and number of shares to be acquired, within the authorized limits and the validity of this resolution.

 

The exhibit below contains all the additional information relating to the operation, required by CVM Instructions No. 480, of December 7, 2009, and No. 567, of September 17, 2015.

 

Cidade de Deus, Osasco, SP, June 25, 2019

 

 

Banco Bradesco S.A.

 

Leandro de Miranda Araujo

 

Executive Deputy Officer and

Investor Relations Officer

 


 

 

Exhibit 30-XXXVI of CVM Instruction No. 480/09

(Established by CVM Instruction No. 567 of September 17, 2015)

 

Trading of Shares Issued by the Company

                                                                                                                                         Page 1

 

1.    Justify in detail the objectives and the economic effects expected from the operation.

 

       Objective: to use a portion of the funds in the “Profit Reserves - Statutory”, available for investments, in the acquisition of shares to be held in treasury and subsequently sold or cancelled, to be resolved in due time.

 

       Economic Effects: For shareholders, the operation enables greater financial returns due to the proportional increase in the amount of dividends/interest on equity periodically distributed per share, given that shares held in treasury do not have economic or political rights (Article 10 – CVM Instruction No. 567/2015). Consequently, the amounts to be declared as dividends/interest on equity will be paid exclusively to shares outstanding in the market. For Bradesco, the operation, within the validity term established, is designed to identify market opportunities, maximizing the allocation of funds available in reserves, while limiting outflows so as not to affect its results.

 

2.    State the number of shares (i) outstanding and (ii) already held in treasury.

outstanding

In treasury

Common

Preferred

Common

Preferred

1,139,475,741

3,873,796,286

6,642,963

24,889,584

 

3.    State the number of shares that may be acquired or disposed of.

       Up to 15,000,000 non-par, registered, book-entry shares, being up to 7,500,000 common shares and up to 7,500,000 preferred shares.

4.    Describe the main characteristics of the derivative instruments used by the Company, if any.

       Not applicable

5.    Describe voting agreements or instructions, if any, between the Company and the counterparty of the operations

Not applicable. The shares will be acquired at the B3 S.A. – Brasil, Bolsa, Balcão (B3).

 

6.    In the event of operations held outside organized securities market, state: a. the maximum (minimum) price for which shares will be acquired (disposed of); and b. the reasons that justify the operation at prices more than ten percent (10%) higher, in the case of acquisition, or more than ten percent (10%) lower, in the case of disposal, than the average of share price, weighted by volume, in the ten (10) previous trading sessions, where applicable.


 

 

Exhibit 30-XXXVI of CVM Instruction No. 480/09

(Established by CVM Instruction No. 567 of September 17, 2015)

 

Trading of Shares Issued by the Company

                                                                                                                                         Page 2

 

 

Not applicable. The shares will be acquired at market price through operations held at B3.

 

7.    State the impacts of the trading on the Company’s control or administrative structure, if any.

Not applicable, considering that Bradesco’s control is defined and the maximum number of shares to be acquired is insufficient to affect the Company’s control or administrative structure.

 

8.    Identify the counterparties, if known, and, in the case of a related party, as defined by the accounting rules governing this matter, provide information as required by Article 8 of CVM Instruction 481, of December 17, 2009.

As the operations will be held at B3, the counterparties are not known.

 

9.    Indicate the allocation of the proceeds, if applicable.

Not applicable, since the shares acquired within the renewed program will be held in treasury. Consequently, the allocation of the proceeds will only be known depending on the decision regarding the disposal or cancellation of the shares, which will be made in due time and informed to the market.

10. Indicate the maximum term to settle the authorized operations.

The maximum term is 18 months, from June 27, 2019 to December 27, 2020. Bradesco’s Board of Executive Officers will be responsible for defining the timing and the number of shares to be effectively acquired, within the authorized limits and the term established for the operation.

11. Identify institutions acting as intermediaries, where applicable.

Bradesco S.A. Corretora de Títulos e Valores Mobiliários, headquartered at Avenida Paulista, 1.450, 7º andar, Bela Vista, São Paulo, SP; and


 

 

Exhibit 30-XXXVI of CVM Instruction No. 480/09

(Established by CVM Instruction No. 567 of September 17, 2015)

 

Trading of Shares Issued by the Company

                                                                                                                                         Page 3

 

Ágora Corretora de Títulos e Valores Mobiliários S.A., headquartered at Praia de Botafogo, 300, sala 601 - parte, Botafogo, Rio de Janeiro, RJ.

12. Describe the funds available for use, pursuant to Article 7, paragraph 1 of CVM Instruction No. 567, of September 17, 2015.

 

Funds from the “Profit Reserves – Statutory” account, in the Company’s Net Equity, will be used.

 

13.  Specify the reasons why the members of the Board of Directors believe that the share buyback will not affect compliance with the obligations assumed with creditors nor the payment of mandatory, fixed or minimum dividends.

 

The Board of Directors believes that the acquisition of shares to be held in treasury, within the approved limits, will not affect compliance of the obligations assumed with its creditors, nor will it affect the payment of mandatory dividends. In these terms, it is worth noting that Bradesco manages its reserves in accordance with estimates of funds available for investment, considering its regular operations.

 

 

 
SIGNATURES
 
 
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 25, 2019
 
BANCO BRADESCO S.A.
By:
 
/S/Leandro de Miranda Araujo

    Leandro de Miranda Araujo
Executive Deputy Officer and
Investor Relations Officer.
 
 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.


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