Material Fact – Share Buyback Program
São Paulo, December 4, 2015 – Even Construtora e Incorporadora S.A. – EVEN (BM&FBOVESPA: EVEN3), in accordance with article 157, paragraph 4 of Law 6,404, of December 15, 1976, as amended, and Instruction 358 of the Brazilian Securities and Exchange Commission (“CVM”), of January 03, 2002, as amended, hereby informs its shareholders and the market in general that the Company‘s Board of Directors, at a meeting held today, approved the creation of a buyback program for the Company‘s shares (“Buyback Program”), under the following terms and conditions:
Purpose of the Buyback Program: Maximization of the value to the Company‘s shareholders in view of the price of the Company‘s shares on the BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange, as well as the utilization in the scope of the Company‘s stock options plans.
No. of shares: The number of shares to be acquired in the scope of the Buyback Program will be limited to five percent (5%) of the Company‘s shares on the free float on such date, given that the effective repurchase of shares to be held in treasury must comply, upon acquisition, with the limit provided for in article 8 of CVM Instruction 567, of September 17, 2015 (“CVMI 567”).
Period, Trading Environment and Intermediary Institutions: The acquisitions approved by the Board of Directors should be carried out within a maximum of eighteen (18) months, as of today, ending therefore on May 31, 2017. The negotiations will be held at market price exclusively on the stock exchange where the Company‘s shares are admitted for trading.
Available funds: According to the Company‘s most recent financial information related to the quarter ended on September 30, 2015, the Company has available funds recognized in the profits reserve account. In addition, the Company may use the profit balance accumulated in the fiscal year, as verified in its financial statements to be disclosed during the Buyback Program. The effective repurchase of the total number of shares provided for in the Program will depend on the existence of funds available at the time of the acquisition of the shares, to comply with article 7 of CVMI 567.
As of today the Company‘s Management is authorized to: (i) practice all acts necessary to carry out the Buyback Program, including issuing purchase and sale orders for the Company‘s shares to the Intermediary Institutions; and (ii) de?ne the best moment and the amount of shares to be effectively acquired in the scope of the Buyback Program, observing the limits and the validity established therein.
The Company also announces that it ended today its 2nd Share Buyback Program, approved by the Board of Directors‘ meeting of April 22, 2015.
To access the document, click here.
Cordially,
Dany Muszkat
C0-CEO
Vinicíus Mastrorosa
Strategy and IR Director
Ivan Bonfanti
IR Manager
Fernanda Brienza
IR Analyst
IR Contact:
Phone: +55 11 3377-3777
Fax: +55 11 3377-3780
E-mail: ri@even.com.br
www.even.com.br/ir