Download HELBOR EMPREENDIMENTOS S.A. Publicly

HELBOR EMPREENDIMENTOS S.A.
Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/MF) n.º 49.263.189/0001-02
Corporate Registry (NIRE) 35.300.340.337
CVM Registry n.° 20877
MATERIAL FACT
SHARE BUYBACK PROGRAM
HELBOR EMPREENDIMENTOS S.A., a residential and commercial real estate
developer covering 27 (twenty seven) cities in 10 (ten) states, in addition to the Federal
District, Brasília, listed at BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros
(“BM&FBOVESPA”) under the ticker “HBOR3” (“Company”), informs to its
shareholders and to the market, according to the CVM Instruction 358/2002, as amended
(“ICVM 358/02”) and according with CVM Instruction 567/15, that the Board of
Directors, in accordance to the meeting held on March 30, 2016, approved the use of
profits and/or capital reserve to realize the buyback program of the book-entry registered
common shares with no par value issued by the Company, in one trade or one series of
trades, in accordance to Article 26, item (xvii) of the Company’s Bylaws and ICVM 567/15,
complying with the conditions listed below (“Share Buyback Program”):
1.
Purpose. The purpose of the Company with the Share Buyback Program is to
maximize the value to shareholders due to latest discount of its shares in the market, using
available resources to purchase share on the stock exchange, at market prices, to be held in
treasury for future sale, to be cancelled or for posterior sale of the shares at the market or
to be exercised on the Stock Option Purchase Plan of the Company, with no reduction in
the capital stock, in accordance to Article 30, § 1st, of Law No. 6404/1976, as amended,
and ICVM 567/15.
2.
Outstanding shares in the market: On this date, pursuant to art. 8 of CVM
Instruction 567/15, there are 108,996,112 (one hundred and eight million, nine
hundred and ninety-six thousand, one hundred and twelve) shares outstanding in the
market ("Outstanding Shares").
3.
Treasury: There are in treasury, on this date, a total of 5,787,300 (five million, seven
hundred eighty-seven thousand and three hundred) common shares, without par value.
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4.
Price and mode of acquisition. The purchases will be at market values of the
Company’s shares at BM&FBOVESPA. It shall be incumbent on the Board of Executive
Officers to determine the suitable moment and the number of shares to be effectively
repurchased, observing the limits and the validity term of this authorization.
5.
Number of shares to be acquired. Considering the number of outstanding shares in
the market and the current number of shares held in treasury, the Company may at its sole
discretion and under the terms of the Share Buyback Program, acquire up to 5,112,311
(five million, one hundred and twelve and three hundred and eleven) shares, corresponding
up to 1.984% of the total shares issued by the Company and up to 4.690% of the
outstanding shares in the market, respecting the established limit on article 8 of
ICVM 567/15.
6.
Deadline of the Share Buyback Program. The deadline for the purchases is 18
months from this date, starting March 31, 2016 and ending October 01, 2017.
7.
Financial institutions that will intermediate as brokers. The purchase of the
Company’s shares will be executed, at market prices, through the intermediation of the
following broker:
Bradesco S. A. Corretora de Títulos e Valores Mobiliários
Corporate Taxpayer’s ID (CNPJ/MF) 61.855.045/0001-32
Av. Paulista, 1450, 7. º floor, Bela Vista
São Paulo, SP
Zip code 01310-917
8.
Disposition of the shares at the Stock Option Purchase Plan of the Company. The
purchased shares under the terms of the Share Buyback Program can, at sole discretion of
the Board of Directors, be available to the stock option purchase plan of the Company.
Mogi das Cruzes, March 30th, 2016.
Roberval Lanera Toffoli
Investor Relations Officer
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