Notice to Shareholders
MINERVA S.A. (“Company“) hereby informs its shareholders that the Company‘s Board of Directors approved, at the Board of Directors Meeting on March 16, 2015, the private increase in the Company‘s capital stock, within the authorized capital limit, with the issuance of new shares by the Company, in accordance with the terms and conditions described below:
I. Number of Shares to be Issued and Rights Guaranteed: The Company shall issue, for private subscription, within the limit of authorized capital and in accordance with Article 6, paragraph 1 of its bylaws, at least one million and seven hundred thousand (1,700,000) new shares and at most three million, seven hundred and seventy-five thousand, four hundred and fifty six (3,775,456) new common shares, all registered, with no par value, which shall grant its holders the same rights and obligations of its already issued existing common shares. The shares to be issued shall be entitled to full payment of dividends, interest on equity and any return on capital that may be approved by the Company after the approval of the capital increase and the issuance of new shares.
II. Capital Increase: The Company‘s capital increase shall be increased in the amount of at least twenty-two million, nine hundred and fifty thousand Reais (R$22,950,000.00), and a maximum of fifty million, nine hundred and sixty-eight thousand, six hundred and forty-nine Reais and seventy-five cents (R$50,968,649.75), from eight hundred and thirty-four million, one hundred and fifty-one thousand and ninety-eight Reais and forty cents (R$834,151,098.40) to up to eight hundred and eighty-five million, one hundred and nineteen thousand, seven hundred and forty-eight Reais and fifteen cents (R$885,119,748.15) (“Private Capital Increase“).
III. Price Per Share: The issue price per share shall be thirteen Reais and fifty cents (R$13.50), which was determined in accordance with section III of paragraph 1 of Article 170 of Law No. 6404 of December 15, 1976 (“Corporation Law“), with a premium of 55.3% compared to the average trading price of the Company‘s shares over the last ninety (90) days which is justified by the Company‘s need to make payment of the third installment of the price to Division Inversión Sudamericana SL (“Seller“), through the acquisition of 100% of the shares issued by Frigorífico Matadero Carrasco S.A. (“Frigorífico Carrasco“), subject of material fact disclosed on March 18, 2014, which includes the possibility of payment by (a) transfer to Seller of one million, seven hundred thousand (1,700,000) Company issued shares, or (b) payment of a price corresponding to ten million dollars (US$10,000,000.00) (“Price Installment“).
IV. Use of Proceeds: Payment of the purchase price for the acquisition of Frigorífico Carrasco, whereby (i) one million and seven hundred thousand (1,700,000) shares shall be capitalized by credit held by the Seller; and (ii) funds paid in cash by the other shareholders of the Company under the capital increase shall be allocated to the second payment due to Seller under the Frigorífico Carrasco acquisition transaction with maturity on April 30, 2015.
V. Form of Payment: The amount of one million and seven hundred thousand (1,700,000) shares shall be subscribed by capitalization of a credit held by the Seller, in accordance with Article 171, paragraph 2 of the Corporation Law, and the remaining shares shall be subscribed and paid in, upon subscription, in domestic currency. At the time of acceptance of the subscription of the shares, the investor may accede to the subscription (i) of the maximum number of common shares, or three million, seven hundred and seventy-five thousand, four hundred and fifty-six (3,775,456); or (ii) a minimum proportion or number of shares, provided it is not less than the minimum amount of one million and seven hundred thousand (1,700,000) shares set forth herein. The events listed in subitems (i) and (ii) shall be stated expressly on the subscription bulletin and, failing that, it shall be presumed that the investor is interested in fully maintaining the subscription decision in its entirety, provided that the subscription shall not be conditioned on BM&FBOVESPA. The exercise of preemptive rights at BM&FBOVESPA shall result in the declaration by the shareholder that this intends to fully subscribe the increase in the manner and for the amount stated upon subscription request without any condition. Those shareholders who have their shares held in custody with the BM&FBOVESPA Central Depository and wish to use the right of withdrawal shall exercise the preemptive right directly at the bookrunner bank.
VI. Potential Dilution: Shareholders who decide not to subscribe for shares under the Company‘s capital increase shall suffer dilution of at least 0.955045% and at most 2.121018% considering the number of shares issued by the Company as of the date of this notice.
VII. Preemptive Right: (a) The holders of shares issued by the Company on this date shall be entitled to subscribe new shares and may subscribe, or assign the preemptive right to third parties to subscribe a number of shares proportionate to the interest held by such shareholders in the Company on the date hereof at the ratio of up to 0.021210181 new shares for each share held by the shareholders on such date. The shareholders VDQ Holdings S.A. and BRF S.A. fully assigned their preemptive rights to Seller and/or its permitted assigns, in accordance with Article 171, paragraph 6 of the Corporation Law, which shall correspond to the preference for subscription of one million and seven hundred thousand (1,700,000) shares.
(b) The preemptive right shall be exercised between March 17 2015, inclusive, and April 17, 2015, inclusive ("Preemptive Right Period“).
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