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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"), in continuation of the information disclosed in the material fact dated January 15, 2020, hereby informs its shareholders and the market in general, the Company’s Board of Directors approved the pricing of a restricted primary and secondary offering (the "Restricted Offering") of its common, registered, book-entry, with no par value shares to no more than 50 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 will comprised (i) a primary offering of 80,000,000 new common shares to be issued by the Company (the "Primary Offering" and "Primary Shares") and (ii) secondary offering of 15,000,000 common shares issued by the Company and held by VDQ Holdings SA ("Selling Shareholder", "Secondary Offering" and "Secondary Shares", respectively, Secondary Shares together with Primary Shares, "Shares").

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