ENEVA S.A. In Judicial Recovery CORPORATE TAXPAYER ID (CNPJ/MF): / Company Registry (NIRE): (A Publicly-Held Company)

Transcription

1 ENEVA S.A. In Judicial Recovery CORPORATE TAXPAYER ID (CNPJ/MF): / Company Registry (NIRE): (A Publicly-Held Company) NOTICE TO SHAREHOLDERS ENEVA S.A. In Judicial Recovery ( Company ) hereby informs its shareholders that, on September 3, 2015, all the conditions precedent envisaged in the Judicial Reorganization Plan have been fulfilled and/or waived by the creditors, thus allowing the launch of the capital increase approved by the Company s Extraordinary Shareholders Meeting held on August 26, 2015 under the terms and conditions described below. The Capital Increase is inserted in the context of the judicial reorganization plan submitted by the Company and its subsidiary ENEVA Participações S.A. In Judicial Recovery ( Judicial Reorganization Plan and ENEVA Participações, respectively) as an essential step for the Company to overcome its current economic and financial crisis, balance its capital structure and allow the contribution of assets that are capable to improve the Company s cash generation and/or strategic positioning. I. Amount of the Capital Increase and Shares Issued: The Capital Increase will total at least two billion Reais and ten cents (R$2,000,000,000.10) and at most three billion, six hundred and fifty million Reais and ten cents (R$3,650,000,000.10) through the issue of at least thirteen billion, three hundred and thirty-three million, three hundred and thirty-three thousand, three hundred and thirty-four (13,333,333,334) and at most twenty-four billion, three hundred and thirty-three million, three hundred and thirty-three thousand, three hundred and thirty-four (24,333,333,334) new common registered book-entry shares with no par value. Should all the shares to be issued under the Capital increase be subscribed, the Company s capital stock will increase from four billion, seven hundred and eleven million, three hundred and thirty-seven thousand and ninety-three Reais and ninety-six cents (R$4,711,337,093.96) currently represented by eight hundred and forty million, one hundred and six thousand, one hundred and seven (840,106,107) common registered book-entry shares with no par value to eight billion, three hundred and sixty-one million, three hundred and thirty-seven thousand and ninety-four Reais and six cents (R$8,361,337,094.06) represented by twenty-five billion, one hundred and seventy-three million, four hundred and thirty-nine thousand, four hundred and forty-one (25,173,439,441) common registered book-entry shares with no par value. The shares to be issued shall grant their holders the same rights and obligations as existing shares and shall entitle them to dividends, interest on equity and any other payouts made by the Company after the Capital Increase is approved.

2 II. Issue Price per Share: The issue price is 15 cents (R$0.15) per common share, pursuant to Article 170, paragraph 1, item III of Law 6404/76. III. Payment: The shares subscribed shall be paid for in cash upon subscription. IV. Preemptive Rights: Shareholders of record on September 4, 2015 shall have preemptive rights to the subscription of the new shares. They may subscribe to a number of shares proportional to their interest in the Company on that date in the ratio of new shares to each share held on such date (equivalent to 2, %). The preemptive rights may be exercised within thirty (30) days as of September 9, 2015, inclusive, until October 9, 2015, inclusive ( Initial Preemptive Rights Period ). V. Ex-Subscription Trading: Company shares acquired as of September 8, 2015, inclusive, shall not have preemptive rights to the subscription of the Capital Increase at issue, i.e., shares will be traded ex-subscription rights as of said date, inclusive. VI. Assignment of Subscription Rights and Subscription Commitments: The holder of preemptive rights to the subscription of the shares issued through the Capital Increase may relinquish it freely to third parties or other shareholders as they wish, pursuant to Article 171, paragraph 6 of Law 6,404/76 and will be traded on the BM&FBOBESPA S.A. Bolsa de Valores, Mercadorias e Futuros as of September 9, 2015 under the ticker ENEV1. Additionally, unsubscribed shares may be subscribed among the persons who have exercised their preemptive rights to the subscription under the Capital Increase and who have declared this intention in their subscription order. In accordance with the Judicial Reorganization Plan and the agreements entered into by the Company s controlling shareholders and certain interested parties ( Letter of Confirmation ), DD. Brazil Holdings S.à.R.L. ( E.ON ) and Mr. Eike Fuhrken Batista (and the Centennial Asset Brazilian Equity Fund LLC and Centennial Asset Mining Fund LLC) have agreed to assign part of their preemptive rights to /the subscription of shares arising from the Private Capital Increase, necessary for the Investors and Unsecured Creditors (as defined by the Judicial Reorganization Plan) to transfer their credits a/nd assets as envisaged in the Judicial Reorganization Plan. Accordingly, fifteen billion, two hundred and seventy-three million, four hundred and forty-two thousand, one hundred and forty-nine (15,273,442,149) shares will be subscribed by (i) Banco BTG Pactual S.A. ( BTG ), Petra Energia S.A. (and/or its successors to the assets to be contributed) ( Petra ), Itaú Unibanco S.A. ( Itaú ) and Gemlik RJ Participações S.A. ( Gemlik and, jointly with E.ON, BTG, Petra and Itaú, Subscribers ) and (ii) other Unsecured Creditors.

3 (a) Payment in Assets E.ON has undertaken to subscribe and pay for the new shares issued by the Company by contributing two hundred and forty million Reais (R$240,000,000.00), consisting of: (i) 9.09% of Parnaíba Gás Natural S.A. s shares, totaling eighty-one million and four hundred thousand Reais (R$81,400,000.00); and (ii) 50% of ENEVA Participações S.A. s shares, totaling one hundred and fifty-eight million and six hundred thousand Reais (R$158,600,000.00). Petra has undertaken to subscribe and pay for the new shares issued by the Company by contributing (i) 30% of Parnaíba I Geração de Energia S.A., Parnaíba IV Geração de Energia S.A. and Parnaíba Geração e Comercialização de Energia S.A. s shares, in the amount of two hundred and eighty-two million, eight hundred and forty-nine thousand, four hundred and eighty-seven Reais and forty-nine cents (R$282,849,487.49). Gemlik, as Petra s successor in relation to the latter s rights and obligations related to Parnaíba III Geração de Energia S.A. ( Parnaíba III ), will subscribe and pay for the new shares issued by the Company by contributing 30% of Parnaíba III s shares, which were formerly owned by Petra, in the amount of ninety-four million, six hundred and nine thousand, seven hundred and thirty-two Reais and fifty-one cents (R$94,609,732.51). Petra, the former holder of 30% of Parnaíba III s shares had undertaken to subscribe and pay for the new shares issued by the Company through the Capital Increase and Gemlik, as Petra s successor, assumed this commitment. BTG has undertaken to subscribe and pay for the new shares issued by the Company by contributing 100% of BPMB Parnaíba S.A. s shares, totaling six hundred and eighty-eight million Reais (R$688,000,000.00). (b) Capitalization of Credits Under the Judicial Reorganization Plan, and arising from the assignment of a portion of their respective preemptive rights to the subscription of shares by E.ON and Mr. Eike Fuhrken Batista, the Private Capital Increase shall be subscribed by the Company s Unsecured Creditors through the capitalization of 40% of their unsecured credits, in the amount that exceeds two hundred and fifty thousand Reais (R$250,000.00). The amount of said credits to be capitalized by the Company through the Private Capital Increase is nine hundred and eighty-five million, five hundred and fifty-seven thousand, one hundred four Reais and ten cents (R$985,557,104.10). VII. Subscription Procedures: Shareholders or assignees of preemptive rights may exercise said rights as of September 9, 2015, inclusive. Those whose shares are held in custody by the BM&FBOVESPA shall exercise their rights through their depositary agents and those whose shares are held in custody by Itaú Corretora de Valores S.A., the Company s depository agent, shall do so by means of the

4 applicable documents at any of its specialized branch, by paying the subscription price in cash and filling out the respective subscription order, available at the addresses below: Securties Specializaed Branch of Brasília SCS Quadra 3 - Edif. D Angela, 30 - Bloco A, Sobreloja Centro - Brasília/DF Zip code: Securties Specializaed Branch of Belo Horizonte Av. João Pinheiro, Subsolo Centro - Belo Horizonte/MG Zip code: Securties Specializaed Branch of Curitiba R. João Negrão, 65 - Sobreloja Centro - Curitiba/PR Zip code: Securties Specializaed Branch of Porto Alegre R. Sete de Setembro, Térreo Centro - Porto Alegre/RS Zip code: Securties Specializaed Branch of Rio de Janeiro Av. Almirante Barroso, 52-2 andar Centro - Rio de Janeiro/RJ Zip code: Securties Specializaed Branch of São Paulo R. Boa Vista, 176-1º Subsolo Centro - São Paulo/SP Zip code: Securties Specializaed Branch of Salvador Av. Estados Unidos, 50-2 Andar - (Edif. Sesquicentenário) Comércio - Salvador/BA Zip code: BM&FBOVESPA will only accept payment in cash and disclose the procedures to the depositary agents in due course. VIII. First Additional Period for the Subscription of Unsubscribed Shares: (a) If any shares remain unsubscribed after expiration of the First Preemptive Rights Period and

5 after the depositary agent has informed the Company of the amount of shares subscribed during the First Preemptive Rights Period, subscribers that have expressed an interest in reserving unsubscribed shares in their subscription orders will have three (3) business days as of the publication date of the respective notice to shareholders stating the number of unsubscribed shares remaining after the First Preemptive Rights Period, inclusive, to subscribe to said shares by signing a new subscription order ( First Additional Preemptive Rights Period ). (b) The number of shares to which each subscriber shall be entitled to subscribe during the First Additional Preemptive Rights Period shall be calculated by multiplying the number of new shares remaining unsubscribed after the First Preemptive Rights Period by the number of shares subscribed by the respective subscriber during said period, the product being divided by the total number of shares subscribed by all subscribers who have expressed interest during the First Preemptive Rights Period. (c) The First Additional Preemptive Rights Period is expected to begin on October 16, 2015, inclusive, and end on October 20, 2015, inclusive. (d) Further information on the First Additional Preemptive Rights Period will be provided by the Company after the end of the Initial Preemptive Rights Period of. IX. Second Additional Period for the Subscription of Unsubscribed Shares: (a) If any shares remain unsubscribed after the expiration of the First Additional Preemptive Rights Period and after the depositary agent has informed the Company of the amount of shares subscribed during the First Additional Preemptive Rights Period, subscribers of preemptive rights that have expressed an interest in reserving unsubscribed shares in their subscription orders shall have three (3) business days as of the first business day after the publication date of the respective notice to shareholders stating the number of shares that have remained unsubscribed after the First Additional Preemptive Rights Period to subscribe to said shares by signing a new subscription order ( Second Additional Preemptive Rights Period ). (b) The number of unsubscribed shares that each subscriber shall be entitled to subscribe during the Second Additional Preemptive Rights Period shall be calculated by multiplying the number of new shares remaining unsubscribed after the First Preemptive Rights Period and the First Additional Preemptive Rights Period by the number of shares subscribed by the respective subscriber during the First Preemptive Rights Period and the First Additional Preemptive Rights Period, the product being divided by the total number of shares subscribed by all subscribers who have expressed interest during the First Preemptive Rights Period and the First Additional Preemptive Rights Period. (c) The Second Additional Preemptive Rights Period is expected to begin on October 26, 2015, inclusive, and end on October 28, 2015, inclusive.

6 (d) Further information on the Second Additional Preemptive Rights Period will be provided by the Company after the end of the First Additional Preemptive Rights Period. X. Approval of a Partial Capital Increase and Conditional Subscription: Given the need to comply with the Judicial Reorganization Plan, the Board of Directors shall approve a partial Capital Increase if fewer than all the shares of the Capital Increase are subscribed after the end of the Second Additional Preemptive Rights Period, provided that the subscribed amount totals at least two billion Reais and ten cents (R$2,000,000,000.10), by issuing at least thirteen billion, three hundred and thirty-three million, three hundred and thirtythree thousand, three hundred and thirty-four (13,333,333,334) new common shares. In the event of the approval of a partial Private Capital Increase, subscribers shall have conditional subscription rights to the Private Capital Increase. In this regard, subscribers shall state, upon subscription, to condition their accession to the subscription to the maximum amount of the Capital Increase or, in case of the approval of a partial Capital Increase, whether they intend to receive (i) all the shares that they subscribed or (ii) an amount corresponding to the ratio between the number of shares effectively subscribed and the maximum number of shares originally approved for subscription under the Private Capital Increase when the condition provided for is fulfilled, assuming, in the absence of manifestation, the subscriber s interest in receiving all the shares subscribed. Subscribers whose condition for subscription provided for in the respective subscription order is not fulfilled shall receive back the amount presented by them for payment, not adjusted for inflation, in whole or in part, as indicated in the respective subscription order. To this end, subscribers shall provide the following data in the subscription order so that the Company can refund all or part of the amount that would be paid: (a) bank name, (b) branch number, (c) checking account number, (d) name (e), individual or corporate taxpayer s number, (f) address and (g) phone number. Additionally, subscription receipts may not be traded at BM&FBovespa, considering the diverse forms of payment for the subscription. Thus, the Company will not be liable for any losses arising from subscription receipts traded since they are subject to future conditions. Shareholders shall be given no additional time to reconsider their subscription decision, under the terms of Official Letter/CVM/SEP 02/2015. XI. Unsubscribed Shares: Shares remaining unsubscribed after the end of the Second Additional Preemptive Rights Period will be cancelled, and the Board of Directors shall approve the partial Private Capital Increase, subject to the conditions and procedure provided for in Item X of this Notice to Shareholders. XII. Further Information:

7 Further information on the Capital Increase, as well as the subscription and payment terms, may be obtained upon request sent to the following address or from Itaú s shareholder service center, at the following phone number: (11) (Brazilian state capitals or metropolitan areas) or (other locations). Rio de Janeiro, September 4, Ricardo Levy Executive Vice-President and Investor Relations Officer ENEVA S.A. In Judicial Recovery