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Material Fact - Capital Reduction

A Qualicorp S.A., publicly-held company, headquarter in the City of São Paulo, State of São Paulo, at Rua Doutor Plínio Barreto, No. 365, part, Bela Vista, Zip Code 01313-020 ("Company"), in accordance with CVM Instruction No. 358/2002 and applicable law, hereby announces to its shareholders and the market in general that on the date hereof the General Shareholders Meeting of the Company approved the capital reduction of the Company in the total amount of four hundred million Reais (R$ 400,000,000.00), without cancellation of shares, for being considered excessive pursuant article 173 of Law No. 6,404/76, with the equity interest of the shareholders in the Company’s capital stock remaining unchanged, from two billion, five million, four hundred and fifty-three thousand, seven hundred and three Reais and seventy-three cents (R$2,005,453,703.73) to one billion, six hundred and five million, four hundred and fifty-three thousand, seven hundred and three Reais and seventy-three cents (R$1,605,453,703.73).

The capital reduction of the Company now approved shall only become effective after the term of sixty (60) days for creditors to manifest their opposition, pursuant to article 174 of Law 6404/76, counted as from the date of publication of the minutes of the General Shareholders Meeting. After such sixty (60) days term and there being no manifestation which may prevent the capital reduction, the Company will disclose Material Fact informing (i) the value per share to be paid to the shareholders, provided that there will be no monetary adjustment of the value of the capital restitution from the date of the General Shareholders Meeting and the effective payment date, (ii) the payment date, and (iii) and commencement date of the negotiation "ex-capital reduction rights".

The Company informs that, specifically to shareholders who are not residents in Brazil ("Non-Resident Shareholders"), the Company will, in accordance with applicable law, retain income tax on the capital gain as a result of the capital reduction, at the rate of 15% (or 25% in case of Non-Resident Shareholders located in jurisdictions with low or no taxation, as defined by the tax authorities). The capital gain will be calculated as the difference between the amount received from the capital reduction and the corresponding acquisition cost of the shares held by Non-Resident Shareholder.

For this purpose, Non-Residents Shareholders must inform no later than October 20, 2015 (inclusive), the average acquisition cost of the Company‘s shares directly to the Company, attention to the Investor Relations Officer, through the e-mail or by mail addressed to the Company’s headquarters, as well as to their respective custody agents, in each case sending appropriate documentation showing the average cost reported by the respective Non-Resident Shareholder.

If a Non-Resident Shareholder does not report its respective average acquisition cost, or at the Company‘s discretion, does not submit necessary documentation to support the average cost informed until October 20, 2015 (inclusive), the Company shall deem that the Non-Resident Shareholder acquisition cost is zero and the value received from the capital reduction will be entirely considered capital gain, as authorized by applicable law. In any case, the information submitted is responsibility of the Non-Resident Shareholders’ and his/her legal representative in Brazil.

São Paulo, August 17, 2015.
Grace Cury de Almeida Gonçalves Tourinho
Investor Relations Officer

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