BANCO INDUSVAL S.A. (free translation of the original in Portuguese)
BANCO INDUSVAL S.A.
Publicly Held Company with Authorized Capital
Corporate Taxpayer (CNPJ/MF) nº 61.024.352/0001-71
Company Registry (NIRE) nº 353000242-90
Banco Indusval S.A. ("Company") hereby informs its shareholders that, pursuant to the applicable legal provisions and our bylaws, it was approved by the Extraordinary General Meeting held on August 31st, 2015 the increase in its capital stock, currently at R$ 769.843.269,23 (seven hundred sixty-nine million, eight hundred forty-three thousand, two hundred sixty-nine Brazilian reais and twenty three cents), divided into 58,513,218 (fifty-eight million, five hundred and thirteen thousand, two hundred and eighteen) common registered shares with no par value and 31,021,907 (thirty-one million, twenty-one thousand, nine hundred and seven) preferred registered shares with no par value, to R$ 849.843.269,25 (eight hundred forty-nine million, eight hundred forty-three thousand, two hundred sixty-nine Brazilian reais and twenty five cents), divided into 115.033.148 (one hundred and fifteen million, thirty-three thousand, one hundred forty-eight) common registered shares with no par value and 37.494.103 (thirty-seven million, four hundred ninety-four thousand, one hundred three) preferred registered shares with no par value.
The new shares to be issued shall be in all means identical to the existing shares of the Company and the current shareholders shall be assured the preemptive rights to subscribe the new shares, under the terms of the article 171 of Law
6404/1976. The subscriptions of the new shares shall be pursuant to the
following conditions:
The capital increase amount shall be of R$ 80.000.000,02 (eighty million Brazilian reais and two cents), with the issuance of 56,519,930 (fifty-six million, five hundred and nineteen thousand, nine hundred and thirty) new common shares and 6,472,196 (six million, four hundred seventy-two thousand, one hundred ninety-six) new preferred shares for private subscription (the "Capital
Increase").
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The shares to be issued shall be common and preferred registered and with no par value, in all means identical to the existing shares of the Company.
The capitalization intends to strengthen the Company‟s balance sheet in view to amplify its capital base, which shall allow the increase of its assets base in the context of a more solid and sounder capital structure.
3. Dividends and other benefitsThe shares to be issued shall be entitled to all benefits in whole, including dividends, interest on equity capital and any remuneration that may be declared by the Company after the approval of the Company's Capital Increase by the Central Bank of Brazil, under the terms of the prevailing regulations.
4. Date of registration and subscription ratio
The holders of shares of the Company on August 31st, 2015, shall be entitled to preference, based on the maximum number of shares to be issued of 56,519,930 (fifty-six million, five hundred and nineteen thousand, nine hundred and thirty) new common shares and 6,472,196 (six million, four hundred seventy-two thousand, one hundred ninety-six) new preferred shares, book-entry and with no par value for subscription of the Capital Increase, whereas: (i) the holders of common shares should subscribe the totality of their preemptive rights in common shares in the proportion of 70,78424783% of its equity position in common shares on the registration date; and (ii) the holders of preferred shares should subscribe their preemptive rights in preferred shares in the proportion of
21,23527622%, and part into common shares in the proportion of
49,54897160%, both on its equity position in preferred shares on the registration date, within the period of 30 (thity) days from the publication of this Notice to Shareholders.
The fractions of shares issued by the Company resulting from the exercise of the preemptive rights to subscribe the capital increase by the shareholders of the Company shall be disregarded for the purposes of the exercise of preference. The fractional shares will be grouped in whole numbers of shares that may be subscribed by the shareholders who have indicated their interest in the
leftovers.
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5. "Ex-subscription" tradingThe shares acquired from September 1st, 2015, inclusively, will not be entitled for preemptive rights by the acquirer. As of September 1st, 2015, inclusively, the existing shares of Company shall be traded "ex-subscription".
6. Issuance PriceThe issuance price of R$ 1.27 (one real and twenty-seven cents) per common and preferred share for the proposed capital increase for the Company was established by the Board of Directors pursuant to subsection III of 1st paragraph of the Article 170 of Law No. 6,404, based on the average price weighted by the trading volume of preferred shares of BI&P in the trading sessions on the BM& FBOVESPA SA - Securities, Commodities and Futures Exchange ("BM&FBOVESPA") between July 13th, 2015, to August 11th, 2015, corresponding to the sessions of thirty (30) days prior to August 12th, 2015, without the application of premium or discount. Such issuance price represents an increase of 7.63% over the closing price of the shares on August 11th, 2015.
7. Dilution
As the Capital Increase shall be executed by private subscription and, consequently, there shall be given preference to the current shareholders to participate in this Capital Increase, therefore, the dilution shall only occur in case the shareholder declines their preemptive rights. Otherwise, the shareholders shall maintain their participation on the Company‟s capital stock. The issuance price of the shares in the Capital Increase was fixed without applying unjustified dilution to the current shareholders of the Company, according to first paragraph of the article 170 of Law 6404/1976.
Shareholders who do not exercise their preference will suffer a dilution in their interest in the capital stock of the bank of 41,29893222%.
The common shares to be issued shall be paid in cash, in domestic currency, by the time of the subscription.
9. Deadline for the exercise of preference in the subscription3
The period for exercising preemptive rights begins on September 1st, 2015 and ends on October 1st, 2015, inclusively.
10.1. The Company‟s shareholders may (i) ask the broker of their choice for the respective subscription; or (ii) fill in the respective subscription forms which shall be requested at any branch of Itaú Unibanco S.A. ("Itaú"), the financial institution in which Company‟s book-entry shares are deposited, within the period beginning on October 1st, 2015 and ending on September 1st, 2015, inclusively.
10.2. The subscribers must state their interest in the reservation of unsubscribed shares in the corresponding share subscription form.
10.3. Those shareholders holding shares deposited at BM&FBOVESPA must exercise their respective subscription and eventual unsubscribed preemptive rights apportionment through their custodian agents.
The preemptive rights may be freely transferred by the shareholders of the
Company to third parties, under Article 171, paragraph 6, of Law 6404/76.
12.1. Upon the end of the preemptive rights exercise period, the Company may promote one or more apportionments of the eventual unsubscribed rights (or the unsubscribed rights of the unsubscribed rights) or the Company may order their sale in the stock exchange, pursuant to article 171, paragraph 7, letter "b‟ of Law 6404/1976. The Company‟s Board of Directors may homologate the Capital Increase. In eventual apportionments of unsubscribed rights (or the unsubscribed rights of the unsubscribed rights), the shareholders that state their interest in the reservation of the unsubscribed portion in the subscription form shall have the period to be informed by the Company in a Notice to Market to subscribe the unsubscribed rights apportioned.
12.2. The apportionment of the unsubscribed rights shall be executed in the proportion of the shares subscribed by each subscriber that has stated its
interest in subscribing unsubscribed rights in the preference period.
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13. Documentation for share subscription and assignment of rights
13.1. Individuals: ID card, Taxpayer Registry at the Ministry of Finance
(CPF/MF) and proof of address.
13.2. Corporations: Social Contract or Bylaws and Minutes of the General Meeting that elected directors in office, duly filed with the proper Commercial Registry, and proof of address.
13.3. In the case of representation by power-of-attorney, the respective public instrument of power-of-attorney notarized must be presented.
Custodian agents of BM&FBOVESPA or any branch of Itaú.
15. HomologationAfter the effective subscription of the shares and the payment of this capital increase, another meeting of the Board of Directors of the Company shall be held to homologate the capital increase, which will be subject to approval by the Central Bank of Brazil, pursuant to applicable regulations.
16. Confirmation of receipt of shares
The shares issued shall be credited and included at the shareholders' position, in a future date to be informed by the Company after the approval of the capital stock by the Central Bank of Brazil.
São Paulo, August 31st, 2015.
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