1) Where are COPASA´s shares traded?
2) What are the share rights, advantages, and restrictions?
3) What are the transfer restrictions of COPASA shares?
4) How individuals not resident in Brazil can invest in COPASA shares?
5) How and when does COPASA disclose its information?
6) How can I contact the investor relations area?
7) How does COPASA calculate EBITDA?
8) Where does the company publish its information on the levels of the reservoirs that feed the Belo Horizonte Metropolitan Region?
9) What is the share of the Belo Horizonte Metropolitan Region (BHMR) in the Company‘s total water and sewage revenue?
10) How can I access the transcripts of the conference calls of the results disclosed by the Company?
11)Where can I find further information about the bidding process for PPP Manso?
Where are COPASA´s shares traded?
The Company´s shares are listed for trading in the BOVESPA under the symbol "CSMG3". COPASA has entered into an agreement with the BOVESPA to list its shares in the "Novo Mercado" the highest level of the differentiated corporate governance practices.
What are the share rights, advantages, and restrictions?
Shareholders will be entitled to all rights and benefits ensured to common shares issued by COPASA, including the full receipt of dividends and other proceeds of any nature to be distributed as from their purchase date, pursuant to the provisions set forth in the Brazilian Corporation Law, Regulation Novo Mercado, and the Company´s By-laws.
Holders may exercise voting rights with respect to the common shares represented by COPASA´s GDSs only in accordance with the deposit agreement relating to the GDSs. There are no provisions under Brazilian law or under the Company´s By-laws that limit the exercise by GDS holders of their voting rights through the depositary with respect to the underlying common shares. However, there are practical limitations upon the ability of GDS holders to exercise their voting rights due to the additional procedural steps involved in communicating with these holders.
For example, COPASA common shareholders will receive notice of shareholders´ meetings through publication of a notice in an official government publication in Brazil and will be able to exercise their voting rights by either attending the meeting in person or voting by proxy. GDS holders, by comparison, will not receive notice directly from the Company. Instead, in accordance with the deposit agreement, COPASA will provide the notice to the depositary, which will, in turn, as soon as practicable thereafter mail to holders of GDSs the notice of the meeting and a statement as to the manner in which instructions may be given by holders, but only if COPASA requests the depositary to do so.
To exercise their voting rights, GDS holders must instruct the depositary as to voting the common shares represented by their GDSs. Due to these procedural steps involving the depositary, the process for exercising voting rights may take longer for GDS holders than for holders of common shares. GDSs for which the depositary does not receive timely voting instructions will not be voted at any meeting.
What are the transfer restrictions of COPASA shares?
COPASA´s common shares and the GDSs have not been registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except to (a) qualified institutional buyers in reliance on exemptions from the registration requirements of the Securities Act and (b) persons outside the United States in reliance on Regulation S.
Each purchaser of the common shares or GDSs will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Rule 144A or Regulation S under the Securities Act are used herein as defined therein):
(1) The purchaser (A)(i) is a qualified institutional buyer, (ii) is aware that the sale to it is being made in reliance on exemptions from the registration requirements of the Securities Act and (iii) is acquiring the common shares or GDSs for its own account or for the account of a qualified institutional buyer or (B) is not a U.S. person and is purchasing the common shares or GDSs outside the United States pursuant to Regulation S.
(2) The purchaser understands that the common shares and GDSs are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, that the common shares and GDSs have not been and will not be registered under the Securities Act and that (A) if in the future it decides to offer, resell, pledge or otherwise transfer any of the common shares or GDSs, such common shares or GDSs may be offered, resold, pledged or otherwise transferred only (i) in the United States to a person whom the seller reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (ii) outside the United States in a transaction complying with the provisions of Rule 903 or Rule 904 under the Securities Act, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available), or (iv) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iv) in accordance with any applicable securities laws of any State of the United States, and that (B) the purchaser will, and each subsequent holder is required to, notify any subsequent purchaser of the common shares or GDSs from it of the resale restrictions referred to in (A) above.
(3) Either (A) the purchaser is not, and is not acting on behalf of, an employee benefit plan or other plan subject to the prohibited transaction provisions of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the United States Internal Revenue Code of 1986, as amended ("Code"), or any entity which may be deemed to hold assets of any such plan, or a governmental, church or foreign plan which is subject to any federal, state, local or foreign law that is similar to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code, and no part of the assets to be used by it to purchase or hold the common shares or GDS or any interst therein constitutes the assets of any such employee benefit plan or plan, or (B) its purchase, holding and disposition of the common shares of GDS does not and will not constitute or otherwise result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental, church or foreign plan, a violation of any similar federal, state, local or foreign law).
To ensure compliance with the foregoing and as required pursuant to the terms of Resolution No. 2,689 of January 26, 2000 of the CMN for non-Brazilian holders, any U.S. person that acquires COPSAS´s common shares or GDSs in this offering will be permitted to transfer such purchased shares solely in a transaction effected on the BOVESPA or another securities exchange in Brazil other than in a pre -arranged trade with a counterparty. To the extent that the provisions of Resolution No. 2,689 are modified in the future to permit transfers by non-Brazilian holders other than on the BOVESPA or another securities exchange in Brazil, COPASA will require, and each purchaser acknowledges and agrees, as a condition to any such transfer by a U.S. person that acquires the Company´s common shares or GDSs in this offering, that the transferee execute a document confirming each of the representations and agreements set forth above.
How individuals not resident in Brazil can invest in COPASA shares?
The investors residing outside Brazil , including institutional investors, are authorized to acquire securities, including COPASA shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to COPASA shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil , with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution n o 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
How and when does COPASA disclose its information?
All COPASA´s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company´s website (http://www.copasa.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available on COPASA’s investor relations website (www.copasa.com.br/ri). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bovespa.com.br) and at the Securities and Exchange Commission of Brazil - CVM (www.cvm.gov.br).
Official corporate notices are published in the newspapers O Tempo and Diário Oficial de Minas Gerais.
How can I contact the Investor Relations Area?
Companhia de Saneamento de Minas Gerais - COPASA MG
Financial Board and Investor Relations
Rua Mar de Espanha, 525
Belo Horizonte - MG - Brazil
Tel: (5531) 3250-2015
How does COPASA calculate EBITDA?
The EBITDA, which represents the Company’s operational result, is a non-accounting measure adopted by COPASA MG, calculated in accordance with CVM Instruction 527/2012, consisting of net income plus taxes on income, financial result, depreciation and amortization and the non-operating result of the subsidiary COPANOR - in 2016, this result also included the defunct subsidiaries COPASA Serviços de Irrigação and COPASA Águas Minerais de Minas.
|Breakdown (R$ thousands)
|Net income (loss) for the period
|(+) Taxes on income
|(+) Financial result
|(+) Depreciation and amortization
1.1.1. EBITDA with adjustments - Non-Manageable Items
The EBITDA and the EBITDA with adjustments for non-manageable items are not measures recognized by Brazilian GAAP or IFRS, do not have a standard meaning and may not be comparable to measures with similar securities provided by other companies.
EBITDA with adjustments for non-manageable items is a non-accounting measurement prepared by the Company, reconciled with its quarterly accounting information, observing the provisions of Circular Letter CVM/SNC/SEP No. 01/2007 and CVM Instruction No. 527/2012, consisting of net income, plus taxes on income, financial income, depreciation, amortization, and these same items of the subsidiary COPANOR, as well as non-manageable items (electricity, treatment chemicals, fuels and lubricants, telecommunications, taxes and fees).
According to its methodology, the Regulatory Agency estimates the amounts to be spent by the Company in the tariff cycle, referring to the non-manageable costs (electricity, treatment chemicals, fuels and lubricants, telecommunications, and taxes and fees).
Through the annual tariff cycle, in order to guarantee the neutrality of the price variations on those items, a variation account is created. This account records any differences between the estimated prices and the effectively observed prices. The balance of this account is adjusted by the SELIC rate and included in the calculation of the tariff repositioning index, with positive or negative impacts on the adjustment.
The Company discloses EBITDA with adjustments for non-manageable items because it uses it to measure its performance considering the impacts of the compensations for non-manageable items. The EBITDA with adjustments for non-manageable items should not be considered in isolation or as a substitute for net income or operating income, as an indicator of operating performance or cash flow, or to measure liquidity or debt payment capacity.
The table below presents the calculation of EBITDA, considering the estimated adjustments for non-manageable items:
|Breakdown (R$ thousands)
|Fuels and Lubricants
|Taxes and Fees (except income tax and social contribution)
|Estimated compensation of non-manageable items (b)
|EBITDA with adjustments for non-manageable items (a)+(b)
|EBITDA Margin with adjustments for non-manageable items
For further information on EBITDA changes, please refer to 4Q18 and 2018 Earnings Release.
The EBITDA recorded throughout the year can be found in the quarterly Earnings Releases
Where does the company publish its information on the levels of the reservoirs that feed the Belo Horizonte Metropolitan Region?
The information on the levels of the reservoirs which feed the Belo Horizonte Metropolitan Region are published on the Company’s website. To access it, click here.
What is the share of the Belo Horizonte Metropolitan Region (BHMR) in the Company’s total water and sewage revenue?
BHMR’s water and sewage revenue corresponds to approximately 50% of the Company’s total revenue in these segments.
How can I access the transcripts of the conference calls of the results disclosed by the Company?
The transcripts of the previous conference calls are available at Investor Information/Presentations and Conference Calls section. Click here to access.
Where can I find further information about the bidding process for PPP Manso?
Information regarding this process can be found at www.ppp.mg.gov.br (in Portuguese only). Click here to directly access the PPP Rio Manso section.
Last Update on July 18, 2019