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Material Fact - Investment Agreement with Salic

MATERIAL FACT

Barretos, December 22, 2015 - Minerva S.A. ("Minerva" or "Company"), one of the leaders in South America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations also in the beef processing segment, pursuant to the provisions of article 157, paragraph 4, of Law no. 6,404 of December 15, 1976, as amended ("Corporations Law"), and in accordance with CVM Instruction 358 of January 3, 2002, as amended ("ICVM 358/02"), following the material fact disclosed on December 22, 2015, at 5:53 pm, hereby informs its shareholders and the market in general that:

The Board of Directors, in a meeting held on December 22, 2015, resolved, among other matters, (i) to approve the execution, by the Company, of an investment agreement with Salic (UK) Ltd ("SALIC UK"), a company controlled by the Saudi Agricultural and Livestock Investment Company ("SALIC") and with VDQ Holdings S.A. ("VDQ"), by means of which, subject to certain conditions, SALIC UK undertook to subscribe and pay in new common shares to be issued by the Company ("Investment Agreement"); and (ii) submit to the extraordinary shareholders meeting a proposal of a capital increase, in the amount of up to R$ 1.555.882.473,60 (one billion, five hundred fifty-five million, eight hundred eighty-two thousand, four hundred seventy-three Brazilian Reais and sixty cents), with private subscription of up to 99.736.056 (ninety-nine million, seven hundred thirty-six thousand, fifty-six) new common shares, nominative and with no par value, at an issue price of RS 15.60 (fifteen Brazilian Reais and sixty cents) per share, stipulated in accordance with article 170, paragraph 1, item III, of the Corporations Law, to be paid in with Brazilian national currency ("Capital Increase").

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