NOTICE TO THE MARKET

Transcription

1 NOTICE TO THE MARKET Pursuant to Article 53 of Instruction No. 400, of December 29, 2003, of the Brazilian Securities Commission (the CVM ), Braskem S.A. ( Braskem ), hereby announces that on 4/8/2004, the CVM required registration of the public offering for primary distribution, on the unorganized overthe-counter market, of: 11,700,000,000 Class A Preferred Shares (the Shares ), issued by Braskem S.A. Rua Eteno, 1561 Pólo Petroquímico, Camaçari, BA CNPJ nº / NIRE Companhia Aberta CVM nº to occur simultaneously in Brazil and abroad (the Global Offering ). The Global Offering will be made through a public offering for the primary public distribution of Shares, as follows: (i) approximately 1/3 of the Global Offering will be distributed to institutional and retail investors in Brazil, in accordance with the procedures established by CVM Instruction No. 400/03 (the Brazilian Offering ); and (ii) approximately 2/3 of the Global Offering will be distributed abroad, to investors in the United States of America and countries other than Brazil, in the form of American Depositary Shares, or ADS s, each one of which represents one thousand Shares, in accordance with the U.S. Securities Act of 1933 or the legislation in effect in the country of each investor s domicile, pursuant to Regulation S of the U.S. Securities Act (the International Offering ). The Brazilian Offering will be coordinated by the Investment Bank Credit Suisse First Boston S.A. ( Banco CSFB ), and Unibanco - União de Bancos Brasileiros S.A. ( Unibanco ), which shall together be designated as the Brazilian Coordinators. Unibanco will act as the leading coordinator (the Leading Coordinator ) exclusively for purposes of registration with the CVM, pursuant to CVM Instruction No. 400/03. The International Offering will be coordinated by Credit Suisse First Boston LLC and Unibanco Securities, Inc. Credit Suisse First Boston LLC (the Global Coordinator ) will also act as global coordinator for purposes of coordinating the Brazilian Offering and the International Offering, and determining the final allocation between both offerings. The Global Offering is conditioned upon prior registration with the CVM and the U.S. Securities and Exchange Commission (the SEC ). The Brazilian Offering is conditioned upon the existence of market conditions suitable to carrying out the International Offering and vice-versa, as well as the obtainment of the respective distribution registrations, on the conditions set forth herein. The Issuer will grant an option to the Brazilian Coordinators for the placement of additional shares in an amount up to 15% of the total Brazilian Offering ( Additional Shares of the Brazilian Offering ), for the exclusive purpose of meeting any possible additional demand during the course of the distribution, within thirty (30) days as of the date of the publication of the Announcement on the Commencement of Distribution. Furthermore, Braskem will grant an option to the Global Coordinator for additional shares ( Additional Shares of the International Offering ), which will be used to meet any additional demand noted during the course of the International Offering. Issue Price. The issue price for the Shares will be determined after the bookbuilding procedure is carried out by the Global Coordinator, together with the Brazilian Coordinators. This procedure consists of the receipt of statements of investment intentions regarding the purchase of Shares by Institutional Investors and investors in the International Offering, and the determination of the issue price per one thousand (1,000) Shares, based on: (i) the price of class A preferred shares issued

2 by the Company, traded on the Sâo Paulo Stock Exchange and the LATIBEX section of the Madrid Stock Exchange, and the ADS s traded on the New York Stock Exchange; and (ii) indications of interest, based on demand (in terms of volume and price), collected from potential investors, according to Article 170, 1, Item III of Law No. 6,404/76 and Article 23, 1, of CVM Instruction No. 400/03. The issue price of each ADS will be fixed in U.S. dollars. Considering that each ADS represents 1,000 Shares and that the Shares are traded in lots of one thousand, the issue price per one thousand Shares in the Brazilian Offering will correspond to the issue price of each ADS. The conversion of the issue price will be based on the selling rate for U.S. dollars on the floating rate exchange market, as calculated and published by the Brazilian Central Bank through SISBACEN, PTAX 800, option 5, after the close of the banking day on the date of the signing of the distribution contract for the Brazilian Offering. Distribution Plan and Procedures. The Brazilian coordinators have developed a Share distribution plan, which will take in account their relations with customers and other considerations of a commercial or strategic nature, of the Brazilian Coordinators and the Issuer. The Brazilian Coordinators shall guaranty the suitability of the investment to their customers risk profiles, as well as the fair, equal treatment of investments. After the CVM has granted the necessary registration, the Brazilian Coordinators will make a public offering for the primary distribution of Shares on the unorganized over-the-counter market, in accordance with CVM Instruction No. 400/03, as follows: (i) a Retail Offering aimed at individual and company investors, residing and domiciled in Brazil, and not deemed Institutional Investors for purposes of the Brazilian Offering, and investment clubs that opt to participate in the Retail Offering ( Retail Investors ), and (ii) an Institutional Offering aimed at individual and company investors whose amounts of investment exceed the maximum limit established in the Retail Offering, investment funds and clubs, pension funds, entities administering third-party resources registered with the CVM, entities authorized by the Brazilian Central Bank to operate, insurance entities, supplementary retirement and capitalization entities, and investors located abroad that invest in Brazil pursuant to the rules of Resolution No. 2,689, of January 26, 2000, of the National Monetary Council ( Institutional Investors ). Retail Offering and Procedures for Reservation of Shares. Up to ten percent (10%) of the Shares in the first offering, not including the Additional Shares of the Brazilian Offering and Additional Shares of the International Offering, will be allocated first for distribution to Retail Investors, on the following conditions: (i) Retail Investors interested in the subscription of Shares will have the opportunity to make reservation requests, from 9/8/2004 to 9/21/2004, with a single institution -- either (1) Unibanco, through its subsidiary security brokers; (2) Banco ABN-Amro Real S.A., directly or through its subsidiaries, Banco Bradesco S.A., directly or through its subsidiaries, or Banco do Brasil S.A., directly or through its subsidiaries ( the Contracted Coordinators ); or (3) one of the securities brokers registered with the Brazilian Liquidation and Custody Company ( the Special Participants ). For purposes of this notice, the Contracted Coordinators and the Special Participants are jointly designated as the Sub-contracted Parties. Reservation requests shall be made according to the following rules: (a) the minimum amount of investment per Retail Investor shall be one thousand Reais (R$ 1,000.00) and the maximum amount shall be three hundred thousand Reais (R$ 300,000.00), except for investment clubs that opt for the Retail Offering; and (b) the minimum amount of investment for investment clubs that opt for the Retail Offering shall be one thousand Reais (R$ 1,000.00) and the maximum amount shall be six hundred thousand Reais (R$ 600,000.00); (c) for purposes of calculating these limits, all of the reservations made by each Retail Investor shall be considered; (d) reservations must be made by filling out a specific form made available by Unibanco, through its subsidiary security brokers, or the Sub-contracted Parties, as listed below; (e) at Unibanco s discretion, through its subsidiary security brokers, or the Subcontracted Parties, as the case may be, Retail Investors may make their reservation requests with or without prior deposit of the full amount of intended investments. It is recommended that Investors verify the requirements of the institution of their choice regarding prior deposit of the full amount of intended investments, prior to making reservations requests; (f) in the event that Unibanco, through its subsidiary security brokers, or any the Sub-contracted Parties, as the case may be, demands prior deposit of the amount of intended investment at the time the reservation

3 request is made, the funds related to such deposit shall be maintained in blocked, non-interestbearing accounts specified by Unibanco until the date of payment; (g) in the event that Unibanco, through its subsidiary security brokers, or any of the Sub-contracted Parties, as the case may be, receives reservation requests without the prior deposit of the full amount of intended investments, Retail Investors shall make payment to Unibanco, through the subsidiary security brokers, or the Sub-contracted Parties, which made their reservation requests, as the case may be, in an amount corresponding to the Shares effectively distributed to them, in immediately available funds by 10:30 a.m. on the date of payment; and (h) exclusively with respect to reservation requests made without prior, full deposit of intended investments, Unibanco, through its subsidiary security brokers, or the Sub-contracted Parties, shall notify Retail Investors of the number of Shares effectively subscribed and the respective amount of investment by 12:00 p.m. of the day following the publication of the Announcement of the Commencement of Distribution, by , or in its absence, by telephone or mail. (ii) The controllers or administrators of the Company, of the Brazilian Coordinators, or of the Subcontracted parties, as well as any other parties associated with the Brazilian Offering, their spouses and companions, ancestors, descendants and collateral relatives to the second degree of kinship may only participate in the Retail Offering and must make reservation requests between 9/8/2004 and 9/14/2004. (iii) In their reservation requests, Retail Investors may stipulate a maximum issue price per lot of one thousand (1,000) Shares as a condition to the reservation, without the need for subsequent confirmation. In the event that the issue price per thousand Shares established in the Bookbuilding Procedure is greater than the amount stipulated by the Retail Investor, the respective Reservation Request will automatically be cancelled and the total amount of any prior deposit made in connection with the reservation will be returned, without interest or monetary adjustment, without reimbursement and with deduction, as the case may be, of any amounts related to the CPMF tax (Prior Contribution for Transfer or Transmission of Securities, Credits and Rights of a Financial Nature), within three (3) working days after the date of payment. (iv) In the event that the CVM should cancel or revoke the Global Offering, pursuant to Articles 19 and 25 of CVM Instruction 400/03, reservation requests will be automatically cancelled and any prior deposits made will be returned to the respective Retail Investors, without interest or monetary adjustment, without reimbursement and with deduction, as the case may be, of any amounts related to the CPMF tax, within three (3) working days of the automatic cancellation of the respective Reservation Request. (v) Retail Investors may only cancel reservation requests in the event of material discrepancies between the information contained in the preliminary prospectus and the final prospectus that substantially alters the risk assumed by the Retail Investor or its investment decision. Retail Investors must make cancellation requests within five (5) working days as of the publication of the final prospectus. In such event, for those Retail Investors that made prior deposits, Unibanco, through its subsidiary security brokers, or the Sub-contracted Parties, will return such amounts in full to the respective Retail Investors, without interest or monetary adjustment, without reimbursement and with deduction, as the case may be, of any amounts related to the CPMF tax, within three (3) working days of the reservation cancellation requests; (vi) Each Retail Investor that has made a reservation request and deposit of funds according to the requirements described in this notice will receive the number of lots of one thousand Shares calculated by dividing the amount deposited by the issue price per one thousand Shares from the CBLC on the Global Offering payment date. If this calculation results in a fraction of a lot of one thousand Shares, Unibanco, through its subsidiary security brokers, or the Sub-contracted Parties, as the case may be, will return the difference between the amount deposited and the amount corresponding to the number of lots of one thousand Shares delivered to the Retail Investor, without interest or monetary adjustment, without reimbursement and with deduction, as the case may be, of any amounts related to the CPMF tax, within three (3) working days after the date of payment;

4 (vii) In the event that the total number of reservation requests is greater than ten percent (10%) of the total number of Shares in the Global Offering, not including the Additional Shares of the Brazilian Offering and Additional Shares of the International Offering, such Shares will be proportionally divided among all of the Retail Investors that made reservation requests. The unused balance of deposits made in connection with reservation requests will then be returned to the respective Retail Investors, without interest or monetary adjustment, without reimbursement and with deduction, as the case may be, of any amounts related to the CPMF tax, within three (3) working days after the date of payment. The Brazilian Coordinators may, at their sole discretion, choose to fulfill the additional demand related to the Retail Offer, or increase the number of Shares to be proportionally divided among the Retail Investors. (viii) In the event that the Global Offering is not concluded, reservation requests will be cancelled and Unibanco, through its subsidiary security brokers, or the Sub-contracted Parties, as the case may be, will return all amounts deposited to the Retail Investors, without interest or monetary adjustment, without reimbursement and with deduction, as the case may be, of any amounts related to the CPMF tax, within three (3) working days of the cancellation of the reservation request. The Shares not offered to Retail Investors will be used in the Institutional Offering or the International Offering. Institutional Offering. By 9/23/2004, the estimated date for the determination of the issue price of the Shares, the Brazilian Coordinators shall receive statements of investment intentions and/or requests to subscribe Shares from the Institutional Investors, which shall not be subject to reservation requirements or minimum/maximum limits, and all such respective allocations will be made according to the results of the bookbuilding procedure. The Brazilian Coordinators will adopt procedures to fulfill requests based on a qualitative analysis of each Institutional Investor, giving priority to those investors which, at the discretion of the Brazilian Coordinators and the Company, best meet the goal of this Offering to create a diversified base of shareholders made up of investors with different evaluation criteria on the long-term outlook of the Company, the sector and the Brazilian and international macro-economic scenario. It is recommended that investors, before making any investment decision, fully and carefully read the preliminary prospectus available as of today s date: (a) at Braskem s headquarters, located at Av. das Nações Unidas, 4,777, in the city of São Paulo, state of São Paulo, and on the Company s investor relations website: (b) at Banco CSFB headquarters, located at Av. Brigadeiro Faria Lima, 3,064, 13th floor, in the city of São Paulo, state of São Paulo, and on the website: (c) at Unibanco headquarters, located at Av. Eusébio Matoso, 891, 18th floor, in the city of São Paulo, state of São Paulo, and on the website (under the Capital Markets section): (d) at the Brazilian Securities Commission (CVM), located at Rua Sete de Setembro, 111, in the city of Rio de Janeiro, state of Rio de Janeiro, and on its website: e (e) at the São Paulo Stock Exchange, located at Rua XV de Novembro, 275, in the city of São Paulo, state of São Paulo, and on its website: Below follows a list of those Unibanco subsidiaries and Contracted Coordinators through which Retail Investors may make reservation requests: Unibanco exclusively through subsidiary security brokers, including on the website:

5 Banco ABN Amro Real S.A. all agencies; Banco do Brasil S.A. all agencies; Banco Bradesco S.A. exclusively through subsidiary security brokers, including on the website: Retail Investors may also submit their reservation requests through one of the Special Participants in the offering. A complete list of these Special Participants may be found on the CBLC website ( For additional information on the Global Offering or to make reservation requests, please contact Braskem s Investor Relations Department in São Paulo, by calling (11) , or Unibanco, at (11) São Paulo, August 31, 2004 Brazilian Coordinators Coordinators Contracted for the Brazilian Offering Special Participants ABN AMRO REAL CCVM S.A. ÁGORA SÊNIOR CTVM S.A. ALFA CCVM S.A. ATIVA S.A. CTCV BANESPA S.A. CCT BRADESCO S.A. CTVM COINVALORES CCVM LTDA. CONCÓRDIA S.A. CORRETORA DE VALORES MOBILIÁRIOS CORRETORA GERAL VC LTDA. CORRETORA SOUZA BARROS CT S.A. ELITE CCVM LTDA. EMBLEMA S.A. CCV FATOR DORIA ATHERINO S.A. CV FINABANK CCTVM LTDA. GERAÇÃO FUTURO CV LTDA. GERALDO CORRÊA CVM S.A. GRADUAL CCTVM LTDA. HEDGING GRIFFO CV S.A. HSBC CTVM S.A. ITAÚ CV S.A. MAGLIANO S.A. CCVM MUNDINVEST S.A. CCVM PETRA PERSONAL TRADER CTVM LTDA. PILLA CVMC LTDA. PLANNER CV S.A. PRIME S.A. CCV RMC S.A. SC SANTANDER BRASIL S.A. CCVM SENSO CCVM S.A. SITA SCCVM S.A. SLW CVC LTDA. SOCOPA SC PAULISTA S.A. SOLIDEZ CCTVM LTDA. SOLIDUS S.A. CCVM SPINELLI S.A. CVMC SPIRIT CV LTDA. TALARICO CCTM LTDA.

6 THECA CCTVM LTDA. TÍTULO CV S.A. UMUARAMA S.A. CTVM UNIBANCO INVESTSHOP CVMC S.A.