Even announces Material Fact
EVEN CONSTRUTORA E INCORPORADORA S.A. (the “Company”), in compliance with Article 157, paragraph 4, of Law 6,404, dated December 15,1976 (“Law 6,404/76”), as amended, the Instructions of the Brazilian Securities Commission (Comissão de Valores Mobiliários) (“CVM”) No. 358, dated January 3,2002, as amended, and the Company’s Material Information Disclosure Policy, dated June 27, 2019, informs its shareholders and the market in general that the Company is evaluating conducting an offer to the public in Brazil of common shares (the “Shares”) issued by Melnick Even Desenvolvimento Imobiliário S.A. (“MEDI”), the Company’s subsidiary focused on construction and incorporation activities in the South region of Brazil (the “Offer”). In preparation for the potential Offer, the Company is currently undertaking preparatory measures, including simplifying MEDI’s corporate structure, and has engaged financial institutions to assess the viability and terms and conditions of a potential Offer.
In preparation for the potential Offer, the Company and MEDI‘s Board of Directors have approved, on this date, an increase of MEDI’S outstanding capital stock in the total amount of BRL43,144,468.76 (forty three million, a hundred and fifty four thousand, four hundred and sixty eight reais and seventy six cents), by means of the contribution by Melnick Participações S.A. (“MPAR”) of the following assets: (i) MPAR’s participation in other entities that develop real estate projects; and (ii) MPAR’s option to participate in future real estate projects of MEDI with equity participations of up to 15% (fifteen per cent), and which could amount, in the future, equity participations of up to 30% (thirty per cent), pursuant to the terms and conditions of the agreement entered into by the Company, MPAR and others, dated March 4 th , 2008, as amended (“Agreement” and “Asset Subscription”, respectively). As a result of the Asset Subscription, MPAR’s equity participation in MEDI will increase from 20% (twenty per cent) to 32% (thirty two per cent) of MEDI’s outstanding capital stock. The Asset Subscription has been approved by the shareholders of MPAR and MEDI at Extraordinary Shareholders Meetings held on the present date.
The Asset Subscription has been approved by the shareholders of MPAR and MEDI at Extraordinary Shareholders Meetings held on the present date.
The Company clarifies that the Asset Subscription will promote the simplification of the corporate structure of MEDI, as well as the relationship between the Company and MPAR. Additionally, the Company expects that it will also optimize the results of MPAR and MEDI’s business and activities, and benefit all their shareholders, aggregating value to the Company. The assets contributed to MEDI have been evaluated pursuant to appraisal report, prepared by Ernst & Young Assessoria Empresarial Ltda.
The Company and MPAR also agreed that, if a potential Offer does not occur until December 31st , 2020, considering that such period could be extended in up to six (6) months by agreement between the Company and MPAR, the Company and MPAR shall incorporate a new entity (“NewCo”) in which MPAR and the Company will each hold 20% (twenty per cent) and 80% (eighty per cent) of the outstanding capital stock, respectively. The NewCo will become MPAR and the Company’s entity for real estate developments, without 2 reducing or impacting the rights and obligations relating to the real estate developments under development at the time. In such case, the Company and MPAR agree that MPAR will have the right to participate directly in each of the real estate projects to be developed by the NewCo. MPAR can participate in each real estate project, in its sole discretion, with equity participations of up to 15% (fifteen per cent) or up to 30% (thirty per cent), pursuant to the terms of the Investment Agreement, which will require the parties to enter into the relevant contractual instruments to ensure these terms are achieved.
The Company clarifies, however, that the potential Offer is subject, among other conditions, to obtaining the necessary approvals, including the relevant corporate approvals as applicable, favorable political and macroeconomic conditions, including with respect to the volatility of the market due to the COVID-19 pandemic, the interest of national and foreign investors, among other variables that do not depend on the Company. If held, the Offer will be carried out in accordance with the applicable laws and regulations. This Material Fact does not have the purpose to be published or distributed, directly or indirectly, in the United States of America or any other jurisdiction, except for Brazil, and is for information purposes only, under the terms of the legislation and regulations in force, and must not, under any circumstances, be interpreted as, nor constitute, an investment recommendation or an offer to sell, or a solicitation or an offer to buy any securities issued by the Company and/or MEDI, in Brazil, in the United States of America or in any other jurisdiction. The Offer has not been, and will not be, registered under the U.S. Securities Act of 1933 (“Securities Act”), as amended, or any other securities laws of the United States or any state of the United States or any other jurisdiction, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors absent registration or an exemption from registration under the Securities Act.
This Material Fact does not constitute an offer to sell or the solicitation of an offer to buy any securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
The Company will keep its shareholders and the market in general duly informed of any developments or deliberations regarding the potential Offer, through its usual channels for the disclosure of periodic and occasional information, respecting the restrictions contained in CVM rules and other applicable law.
São Paulo, July 10, 2020.
JOSÉ CARLOS WOLLENWEBER FILHO
CFO and Investor Relations Director
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Even has been working in the real estate sector for more than 40 years and is one of the largest builders and developers in the metropolitan region of São Paulo. It is present, primarily and strategically, in the cities of São Paulo, Rio de Janeiro and Porto Alegre. The company is vertically oriented, executing all development stages of its projects, from lot prospecting, property development and brokerage activities to the project‘s construction. Even owns two sales companies: Even Vendas and Even More, both of which operating in 100% of the Company‘s projects to sell units and providing exclusive services to Even. The Company follows sustainability principles in all of its business segments. Even believes that employing sustainability practices leads to less construction debris, increases the energy efficiency of its products and improves its image before clients and neighboring communities. Its shares ! are traded on the Novo Mercado Special Corporate Governance segment of the B3 – Brasil Bolsa Balcão, under the ticker EVEN3.