Notice to Shareholders – 06/09/2015


MINERVA S.A. (“Company“) in continuation to the Notice to Shareholders dated March 17, 2015, April 16, 2015, May 20, 2015 and May 29, 2015, hereby informs its shareholders that, on June 8, 2015, the term for subscription of unsubscribed 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, eighteen (18) new non-par, registered, book-entry common shares issued by the Company ("Shares") were subscribed and paid-up, at the price of thirteen reais and fifty centavos (R$13.50) per share ("Price per Share"), totaling R$243.00 (two hundred and forty three reais) ("Subscription and Payment of Unsubscribed Shares").

Therefore, considering (i) the subscription and payment, during the exercise term of the preemptive right within the scope of the Capital Increase, of one million, seven hundred and three thousand, four hundred and nine (1,703,409) shares, totaling twenty-two million, nine hundred and ninety-six thousand, twenty-one reais and fifty centavos (R$22,996,021.50), of which (a) one million and seven hundred thousand (1,700,000) shares were paid-up upon capitalization of credits held by the Investor (as defined below) arising from the Purchase and Sale Agreement entered into on March 18, 2014, within the scope of the acquisition of all of the shares issued by Frigorífico Matadero Carrasco S.A., pursuant to Article 171, paragraph 2 of the Brazilian Corporation Law, by Mr. Jose Maximino Costa Valverde, non-resident investor, inscribed in the roll of individual taxpayers (CPF/MF) under no. 072.948.641-95 ("Investor"), as the assignee of Division Inversión Sudamericana SL, to which the shareholders VDQ Holdings S.A. and BRF S.A. fully assigned their preemptive rights, pursuant to Article 171, paragraph 6 of the Brazilian Corporation Law; and (b) three thousand, four hundred and nine (3,409) shares were fully paid-up by shareholders in domestic currency; and (ii) the Subscription and Payment of eighteen (18) Shares, totaling R$22,996,264.50 (twenty-two million, nine hundred and ninety-six thousand, two hundred sixty-four reais and fifty centavos) representing 45.12% of the maximum amount of the Capital Increase approved.

The Company informs its shareholders that, since the Capital Increase minimum limit has been reached, which was one million and seven hundred thousand (1,700,000) Shares, the Company’s Board of Directors will hold a meeting to ratify the Capital Increase in the amount of shares effectively subscribed and paid-up, after the reconsideration period mentioned below. As previously disclosed to shareholders and the market, and pursuant to the minutes of the Board of Directors’ meeting resolving on the Capital Increase, unsubscribed shares will be cancelled by the Company.

In view of no full subscription of the Capital Increase, the underwriting shareholders who exercised their preemptive right may revise their investment decision during the term beginning on June 10, 2015, inclusive, and ending on June 16, 2015, inclusive ("Review Term"). Proceeds will be refunded to shareholders who reconsidered their decision, without incurring interest rates or monetary restatement on June 19, 2015.

Shareholders who intend to review their investment decision shall express their intention of reviewing their decision on the subscription of shares with Itaú Corretora de Valores S.A., by signing the applicable documents in any specialized Itaú branch, informing the number of shares subscribed and indicating the number of shares they wish to receive.

Barretos, June 9, 2015.

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