Material Fact – Primav/EcoRodovias
São Paulo, May 04, 2016 – EcoRodovias Infraestrutura e Logística S.A., a publicly-held corporation (companhia aberta), headquartered at Rua Gomes de Carvalho, No. 1510, complexes 31/32, in the City of São Paulo, State of São Paulo (“EcoRodovias”) and Primav Construções e Comércio S.A. (“Primav” and, together with EcoRodovias, “Companies”), pursuant to paragraph 4th, article 157 of Law No. 6.404/76, as amended, and the Securities and Exchange Commission (“CVM”) Instruction No. 358/02, hereby informs its shareholders and the market in general, in accordance with the Material Fact Statement (Fato Relevante) disclosed on December 18, 2015 regarding the Investment Agreement entered into by Primav and its controlling shareholder, CR Almeida S.A. – Engenharia e Construções (“CRASA”, and together with Primav, “Grupo CR Almeida”) with SIAS Società Iniziative Autostradali e Servizi S.p.A (“SIAS”) and ASTM S.p.A (“ASTM” and, together with SIAS, “ASTM/SIAS (Gruppo Gavio)”, “Investment Agreement” and “Transaction”, respectively), that, as the necessary approvals and conditions precedent have been duly obtained, Grupo CR Almeida and ASTM/SIAS (Gruppo Gavio) closed, on the date hereof, the Transaction, as result of which Primav Infraestrutura S.A. (“Newco”) received a total capital contribution of R$ 2,224,000,000.00, being R$ 2,104,000,000.00 from Igli S.p.A, an investment vehicle of ASTM/SIAS (Gruppo Gavio), and R$ 120,000,000.00 from Primav.
As part of such closing, Primav also transferred certain assets and liabilities to Newco, as set forth in the Investment Agreement, including the entire equity interest held by Primav in EcoRodovias.
Through the aforementioned investment, Primav has become the owner of 50.0% of Newco’s common shares and 13.09% of Newco’s non-voting preferred shares, respectively, resulting in a total equity interest, considering common and preferred shares, of 35.9% of Newco’s total capital stock, while ASTM/SIAS (Gruppo Gavio), through Igli S.p.A., became the owner of 50.0% of the common shares and 86.91% of the non-voting preferred shares issued by Newco, totalizing, considering common and preferred shares, 64.1% of Newco’s capital stock.
The percentage of ownership held by Newco in EcoRodovias is 64.0%, whereas Primav and Igli S.p.A hold, indirectly, an equity interest of, approximately, 23% and 41%, respectively.
ASTM/SIAS (Gruppo Gavio) and Grupo CR Almeida, also executed on the date, hereof the Shareholders‘ Agreement of Newco, which bounds 100% of Newco’s common shares, pursuant to which a co-control structure was established between Primav and Igli S.p.A, by which the decisions of Newco’s general shareholders’ meeting and board of directors shall be taken by consensus (“Shareholders‘ Agreement”). The Shareholders‘ Agreement is available at the registered office of the Companies and in the IPE system, in compliance with the provisions of section VIII of article 30 of CVM Instruction No. 480/09.
May 04, 2016, São Paulo.
Marcello Guidotti
CFO and Investor Relation Office
EcoRodovias
invest@ecorodovias.com.br
Cesar Beltrão de Almeida
CEO
Primav
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Investor Relations
Phone: (55 11) 3787-2667
invest@ecorodovias.com.br
www.ecorodovias.com.br/ir