Communication 01

Transcrição

Communication 01

COMMUNICATION (CAF) No 2014/001, DATED JANUARY 27, 2014
Adherence
Fees;
Annuities;
Prior
Consultation Fee; Consultation Fee.
TN1
The Managing Director of the Takeover Panel Sponsors Association (ACAF)
,
acting with grounds on article 28, item XIII, of the Internal Regulation of the
Brazilian Takeover Panel (the “Panel”)
TN2
, hereby announces the decision of the
ACAF Administrative and Supervisory Board issued (pursuant to article 15, items II
and III of the ACAF Charter) in connection with charges of Adherence Fee,
Annuity, Prior Consultation Fee, Consultation Fee for 2014.1:
I.
ADHERENCE FEE; ANNUITY
1.
Discounted fees have been established for issuers of securities listed on
Bovespa Mais as incentive for companies in the entry-level capital market.
2.
There will be a charge of Adherence Fee upon the filing of application for
adherence pursuant to article 16 of the Panel Code.
3.
Where a company wishes to indicate firm intent of adhering to the authority
of the Panel by submitting a Notice of Intent to Adhere pursuant to
Directive Release (CAF) No. 2014/001 dated January 27, 2014, such
company shall be required to pay fifty percent (50%) of the Adherence
Fee, nonrefundable even if the application is rejected due to applicant’s
failure (for any reason) to meet the requirements set forth under article 16
of the Panel Code.
TN1
TN2
1
Associação dos Apoiadores do Comitê de Aquisições e Fusões, or ACAF.
Comitê de Aquisições e Fusões, or CAF.
Capitalized terms used herein are as defined in the Panel Code or the glossary released under
Appendix I of Directive Release (CAF) No. 2014/001 dated January 27,2014.
Praça Antônio Prado, 48, 4º andar, Centro, São Paulo | Telefone: +55 11 2565-4813
4.
Starting from the first anniversary of their adherence, Adherent Companies
shall
be
required
to
pay
Annuities,
which
shall
be
due
on
May 30 where the adherence date is any date between January 1 and
June 30, or November 30 where the adherence date is any date between
July 1 and December 31.
5.
The Adherence Fee and Annuities shall be determined based on criteria
which consider Bovespa Mais as the listing market or, otherwise, gross
annual gross revenue, as follows:
Company
Adherence
Fee
Annuity
Issuers of securities listed on Bovespa Mais
R$10,000.00
R$7,500.00
R$20,000.00
R$10,000.00
R$30,000.00
R$15,000.00
R$60,000.00
R$30,000.00
Companies with annual gross revenue from sales below five
hundred million Brazilian reais (R$500,000,000.00)
Companies with annual gross revenue from sales of five hundred
million Brazilian reais (R$500,000,000.00) or higher, but below
two billion Brazilian reais (R$2,000,000,000.00
Companies with annual gross revenue from sales of two billion
Brazilian reais (R$2,000,000,000.00) or higher.
II. DISCOUNTS
6.
There will be a twenty-five percent (25%) discount from the Adherence Fee
for companies adhering up until June 30, 2014, and a ten percent (10%)
discount from the fee for companies adhering between July 1, 2014, and
June 30, 2015.
7.
For companies registering an equity offering with the Brazilian Securities
Commission (CVM) that concomitantly wish to apply for adherence, the
there will be a thirty percent (30%) discount from the Adherence Fee.
III. PRIOR CONSULTATION FEE
8.
The Prior Consultation Fee comprises two installments, where the first
installment is deductible from the second installment payment.
9.
The first installment will be due and payable where the consulter is a
bidder in a Tender Offer (whether acting individually or jointly with the
offeree company), or is a public company that is the target in a Corporate
Restructuring Transaction. The fee charge shall be determined pursuant to
three (3) criteria which consider Bovespa Mais as the listing market or,
otherwise, gross annual gross revenue, and in any event, whether or not
the consulter has adhered to the authority of the Panel, as follows:
First installment (50%) of the Prior Consultation Fee
(deductible from the second installment)
Adherent
Companies
Non-adherent
Companies
R$ 20,000.00
R$ 40,000.00
R$ 100,000.00
R$ 200,000.00
R$ 150,000.00
R$ 300,000.00
R$ 250,000.00
R$ 500,000.00
10. The second installment of the Prior Consultation Fee will be due at the
time the Tender Offer or Corporate Restructuring Transaction is
announced, as applicable. The second installment will be calculated as a
percentage of the transaction value, taking into account the limits
established in terms of floor and ceiling amounts as well as whether or not
the consulter has adhered to the authority of the Panel, as follows:
Second
installment (50%)
of the Prior
Consultation Fee
Issuers of
securities listed on
Bovespa Mais
Adherent Companies
Non-adherent Companies
Minimum
Amount
(“Floor”)
Maximum
Amount
(“Ceiling”)
Minimum
Amount
(“Floor”)
Maximum
Amount
(“Ceiling”)
R$ 50,000.00
R$ 75,000.00
R$ 100.000,00
R$ 150.000,00
0.25% of the transaction value
R$ 400,000.00
R$ 800,000.00
R$ 800,000.00
R$ 1,600,000.00
Other companies
11. For purposes of determining the Prior Consultation Fee, “transaction
value” is defined as the attributed price per share as multiplied by the
number of shares issued and outstanding of the companies involved in
the transaction as of the date it is announced to the market.
IV. CONSULTATION FEE
12. The Consultation Fee will be charged from the consulter (i.e., the bidder in
a Tender Offer or the Offeree Company, or the consulter involved in a
Corporate
Restructuring
Transaction),
regardless
of
whether
the
Consultation submitted by the Directors or Officers or fiscal council
members or members of standing advisory or technical committees of the
consulting company.
The Consultation Fee is established as a fixed
amount which will be charged based on three (3) criteria which consider
Bovespa Mais as the listing market or, otherwise, gross annual gross
revenue, and in any event, whether or not the consulter has adhered to the
authority of the Panel, as follows:
Adherent
Companies
Non-adherent
Companies
R$ 20,000.00
R$ 40,000.00
R$ 100,000.00
R$ 200,000.00
R$ 150,000.00
R$ 300,000.00
R$ 250,000.00
R$ 500,000.00
Consultation Fee
13. Except where a Consultation is submitted by the by the Directors or
Officers or fiscal council members or members of standing advisory or
technical committees of the consulting company, there will be no charge of
Consultation Fee for consultations submitted by any other market
participant (per the definition in Guidance Note (CAF) No. 2014/001 dated
January 27, 2014) having a legitimate vested interest in the relevant
transaction.
V. COMPLAINTS
14. There will be no charge of fee for a Complaint.
VI. PAYMENT FORM
15. Fees charged as foreseen herein are to be paid or deposited in bank
account 5122-5, branch 1628 of Banco Bradesco (237).
16. The documentation submitted with the application for adherence, or prior
consultation or consultation, as the case may be, shall include proof of
payment/deposit of the relevant fee.
VII. QUESTIONS AND SUGGESTIONS
17. Questions and suggestions on improvements may be sent to the technical
staff by email addressed to: [email protected].
São Paulo, January 27, 2014.
João Pinheiro Nogueira Batista
Executive Officer
of the Takeover Panel Sponsors Association

Communication 01

Transcrição

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