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Material Fact

MINERVA S.A. (the "Company"), pursuant to the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) ("CVM") Rule No. 358, dated January 3rd, 2002, as amended, CVM Rule No. 476, dated January 16, 2009, as amended ("CVM Rule 476") and for the purposes of Article 157, Paragraph Four of Law No. 6,404, dated December 15, 1976, as amended ("Brazilian Corporate Law"), hereby informs its shareholders and the market in general that the Company’s Board of Directors approved, during the meeting held on January 15, 2020, the launch of a public offering for primary and secondary distribution of common, registered, book-entry shares, with no par value, to be issued by the Company and held by VDQ Holdings S.A.("VDQ"), as the case may be, with restricted placement efforts, to no more than 75 institutional investors in Brazil, to qualified institutional buyers (as defined under Rule 144A of the United States Securities Act of 1933, as amended (the "Securities Act") in the United States and elsewhere to institutional and other investors that are not U.S. persons (as defined in Regulation S of the Securities Act), in accordance with CVM Rule 476 (the "Restricted Offering").

The Restricted Offering will comprise (i) the primary offering of 80,000,000 common shares to be issued by the Company (the "Primary Shares") and (ii) the secondary offering of 15,000,000 common shares of the Company and held by VDQ (the "Secondary Shares" and together with the Primary Shares, the "Shares").

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