Material Fact – Restricted Offering
Material Fact – Restricted Offering
CCR S.A.
CNPJ/MF nº 02.846.056/0001-97
NIRE 35.300.158.334
MATERIAL FACT
CCR S.A. (BM&FBOVESPA Ticker: CCRO3) (“Company”), pursuant to Section 157, §4º of Law No. 6,404, dated December 15, 1976, as amended, and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) (“CVM”) Rule No. 358, dated January 3rd, 2002, as amended, hereby informs its shareholders and the market in general that the Company is launching a restricted offering (the “Restricted Offering”) of its common shares 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 No. 476, dated January 16, 2009, as amended (“CVM Rule 476”). The Restricted Offering will consist of a primary offering of 221,228,522 common shares of the Company (the “Shares”).
The Restricted Offering of the Shares of the Company have not been and will not be registered under the Securities Act, or any other U.S. federal and state securities laws, and the Shares may not be offered, sold, pledged or otherwise transferred in the United States or to U.S. investors, unless they are registered, or exempt from, or not subject to, registration under the Securities Act.
In order to comply with CVM Rule 476 and to ensure the participation of current shareholders in the Restricted Offering, a priority right will be given to existing shareholders of the Company to subscribe for up to all of the shares to be placed through the Offering pro rata to their shareholdings in the Company’s capital (“Priority Offering”). Therefore, all of the Shares to be offered in the Offering will be offered to existing shareholders first pursuant to the Priority Offering. The Priority Offering of Shares occurring in Brazil concurrently with the Restricted Offering has not been and will not be registered under the Securities Act or under any U.S. state securities laws. Accordingly, the Priority Offering is only available to investors in the United States or to U.S. persons in reliance on exemptions from registration provided under the Securities Act.
In accordance with CVM regulations, the total number of Shares proposed to be initially offered may be increased by a primary offering of up to 15% of the Shares initially offered at the offering price, to cover over-allotments, if any.
This material fact notice is disclosed for informative purpose only and shall not, in any circumstances, be construed as an investment recommendation. This material fact notice does not constitute an offer to sell or the solicitation of an offer to buy the Company’s securities, including the Shares, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.
Sao Paulo, January 26, 2017.
ARTHUR PIOTTO FILHO
Chief Financial and Investor Relations Officer
