NOTICE TO SHAREHOLDERS
MINERVA S.A. (“Company“) in continuation to the Notices to Shareholders dated March 17, April 16, and May 20 2015, hereby informs its shareholders that, on May 27, 2015, the term for the exercise of preemptive rights for the subscription of shares issued by the Company within the scope of its capital increase ended, as approved by the Company’s Board of Directors’ Meeting on March 16, 2015 (“Capital Increase”).
During the mentioned term, three thousand, four hundred and nine (3,409) new registered, book-entry non-par shares issued by the Company (“Shares”) were subscribed in the exercise of preemptive rights at the price thirteen reais and fifty centavos (R$ 13.50) per share (“Price per Share”), totaling forty-six thousand and twenty-one reais and fifty cents (R$ 46,021.50).
In addition, within the scope of the Capital Increase, on May 25, 2015, the Company’s Board of Directors approved the partial ratification of one million and seven hundred thousand (1,700,000) Shares at the Price per Share, totaling twenty-two million, nine hundred and fifty thousand reais (R$22,950,000.00), fully subscribed by Mr. Jose Maximino Costa Valverde (“Investor”), as the assignee of Division Inversión Sudamericana SL, to which the shareholders VDQ Holdings S.A. and BRF S.A. assigned their respective preemptive rights, pursuant to article 171, paragraph six of Brazilian Corporate Law, due to the Company’s obligation to pay the third installment of the price related to the acquisition of 100% of the shares issued by Frigorífico Matadero Carrasco S.A., in accordance with the Purchase and Sale Agreement entered into on March 18, 2014.
In this context, given that the maximum authorized limit within the scope of the Capital Increase is three million, seven hundred and seventy-five thousand, four hundred and fifty-six (3,775,456) Shares and a total of one million, seven hundred and three thousand and four hundred and nine (1,703,409) were subscribed, with two million, seventy-two thousand and forty-seven (2,072,047) shares remaining unsubscribed (“Unsubscribed Shares”). As a result, the Company informs shareholders that a term of five (5) days as of the next business day after this date, inclusive, beginning, therefore, on June 1 and ending on June 8 (“Term for the Subscription of Unsubscribed Shares”) will be granted for the Company’s shareholders to manifest their interest in the reservation of Unsubscribed Shares with Itaú Corretora de Valores S.A., through the execution of the applicable documents in any specialized Itaú branch by paying the subscription price and filling out the subscription list.
Barretos, May 29, 2015.
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