BTG PACTUAL PARTICIPATIONS LTD For the attention of: Superintendent of Companies Monitoring - Mr. Nelson Barroso Ortega c.c.: Securities and Exchange Commission
Superintendent of Corporate Relations - Mr. Fernando Soares Vieira Superintendent of Market Relations and Intermediates - Mr. Waldir de Jesus Nobre
Ref.: Letters 3607/2015-SAE - Share buyback Dear Sirs,
BANCO BTG PACTUAL S.A. and BTG PACTUAL PARTICIPATIONS LTD (jointly, 'Companies'),
pursuant to Official Letter 3607/2015-SAE, transcribed below ('Letter'), hereby present the explanations below.
Considering that the BBTG11 unit structure - which is comprised of securities of both companies - is very specific and does not have a very effective comparison base in relation to other publicly-held companies in the Brazilian market, the Companies have always sought to make clear to its regulators, shareholders and the market in general the inevitable particularities in certain aspects of its structure and shareholding composition.
Therefore, the Companies began to disclose in item 15.7 of their respective Reference Forms, since May 2013, a more detailed information on the composition of their units, due to the concept of theoretical units there described, in which all of the Companies' shares with economic rights are considered to be traded as BBTG11 units.
Thus, the Companies believe that the tables 15.3 of the Companies' Reference Forms do not reflect exactly the real and current number of outstanding units, because, despite the November 11, 2015 latest versions, the item 15.3 information date base refers to the mandatory and complete annual update held in late May 2015. Items 15.7 of the Companies' References Forms, in turn, were updated on November 11, 2015, already considering the capital increased recently approved by the Brazilian Central Bank.
Notwithstanding the above, the Companies present on the next page, in line with items 15.7 of the Companies' Reference Forms, the table with the total number of shares (by type and overall total) that were part of their capital stock on the date of disclosure of the material fact of November 25, 2015, with the amounts held, directly or indirectly, by the controlling shareholder at the time, by persons related to the controlling shareholder, by administrators, and the outstanding shares, as well as clarifying that they did not hold shares in treasury on the date of disclosure of the material fact.
Banco BTG Pactual S.A.
ON | % PNA | % PNB | % Total | % | |
Vinculadas | 1,193,792,696 | 83.8% 114,622,988 | 19.9% 815,850,404 | 100.0% 2,124,266,088 | 75.4% |
BTG Pactual Holding S.A. | 1,151,788,802 | 80.9% 30,615,200 | 5.3% 815,850,404 | 100.0% 1,998,254,406 | 71.0% |
Outros Veículos Vinculados ao BTG Pactual | 9,338,000 | 0.7% 18,676,000 | 3.2% 0 | 0.0% 28,014,000 | 1.0% |
Veículos de Partners do BTG Pactual (incluindo administradores) | 32,665,894 | 2.3% 65,331,788 | 11.3% 0 | 0.0% 97,997,682 | 3.5% |
Total de Ações em Circulação | 230,513,118 | 16.2% 461,026,236 | 80.1% 0 | 0.0% 691,539,354 | 24.6% |
Total | 1,424,305,814 | 100.0% 575,649,224 | 100.0% 815,850,404 | 100.0% 2,815,805,442 | 100.0% |
BTG Pactual Participations Ltd.
Name | Classe A | % Classe B | % | Classe C | % | Classe D | % Total | % | |
Vinculadas | 57,311,494 | 22.1% 114,622,988 | 22.1% | 1 | 100.0% | 0 | 0.0% 171,934,483 | 21.3% | |
BTG Pactual GP Management Ltd. | 0 | 0.0% 0 | 0.0% | 1 | 100.0% | 0 | 0.0% 1 | 0.0% | |
BTG Pactual Holding S.A. | 15,307,600 | 5.9% 30,615,200 | 5.9% | 0 | 0.0% | 0 | 0.0% 45,922,800 | 5.7% | |
Veículos de Partners do BTG Pactual (incluindo administradores) | 42,003,894 | 16.2% 84,007,788 | 16.2% | 0 | 0.0% | 0 | 0.0% 126,011,682 | 15.6% | |
Total de Ações em Circulação | 201,889,488 | 77.9% 403,778,976 | 77.9% | 0 | 0.0% | 28,623,630 | 100.0% 634,292,094 | 78.7% | |
Total | 259,200,982 | 100.0% 518,401,964 | 100.0% | 1 | 100.0% | 28,623,630 | 100.0% 806,226,577 | 100.0% | |
Investor Relations Officer of
Banco BTG Pactual S.A. and BTG Pactual Participations Ltd
December 03, 2015 3607/2015-SAE
Banco BTG Pactual S.A.
BTG Pactual Participations Ltd. Mr. João Marcello Dantas Leite Investor Relations Officer
Ref.: Share buyback
Dear Sirs,
We refer to your Notice to the Market of 12/01/2015, in response to our letters 3578/2015-SAE and 3579/2015-SAE, of 11/30/2015, regarding the number of units intend to buyback as disclosed on the material fact of 11/25/2015.
Considering that the CVM Instruction No. 567 defined as outstanding shares 'all those representing the company's capital minus the ones directly or indirectly held by the controlling shareholder, by persons related to the controlling shareholder, and administrators', the provisions of section 15.3 of the reference forms, restated on 11/11/2015, indicate an insufficient number of outstanding shares for the composition of the number of units in the buyback.
The amount of 230,513,118 common shares described in item 15.7 does not comply with the definition provided in the CVM Instruction No. 567.
Given the above, please inform, until 12/04/2015, in table form, the total number of shares (by type and overall total) of part of these companies' capital stock at the date of disclosure of the above mentioned material fact with the amounts distinctly held, directly or indirectly, by the controlling shareholder, by persons related to the controlling shareholder, by administrators, and the outstanding shares, according to CVM Instruction No. 567, as well as shares held in treasury.
The above request should be transcribed in the letter to be sent before the content of these companies' response.
This request falls within the Cooperation Agreement signed by CVM and BM&FBOVESPA on 12/13/2011, and its non-compliance may subject the company to the possible application of punitive fine by CVM's Superintendence of Corporate Relations - SEP, according to the provisions of CVM Instruction No. 452/07.
Regards,
Nelson Barroso Ortega
Superintendent of Companies Monitoring
c.c.: CVM - Securities and Exchange Commission
Mr. Fernando Soares Vieira - Superintendent of Corporate Relations
Mr. Waldir de Jesus Nobre - Superintendent of Market Relations and Intermediaries
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