MINUTES DOCUMENT UNDER CVM S ANALYSIS CALL NOTICE OF PUBLIC OFFERING FOR THE ACQUISTION OF COMMON SHARES ISSUED BY

Transcription

1 MINUTES DOCUMENT UNDER CVM S ANALYSIS CALL NOTICE OF PUBLIC OFFERING FOR THE ACQUISTION OF COMMON SHARES ISSUED BY BANCO NOSSA CAIXA S/A, Code ISIN BRBNCAACNOR2 CNPJ/MF No / for the account and on behalf of BANCO DO BRASIL S/A CNPJ/MF No / BB BANCO DE INVESTIMENTO S/A, a private company, wholly-owned subsidiary of Banco do Brasil S/A, with head offices in the City of Rio de Janeiro (RJ), at Rua Senador Dantas, th floor, enrolled with the National Register of Legal Entities of the Ministry of Finance CNPJ/MF under No / , as Arranger Institution ( BB BI or Arranger Institution ), for the account and on behalf of BANCO DO BRASIL S/A, a mixed-capital company, with head offices in the Federal District, Setor Bancário Sul, Quadra I, Bloco C, Edifício Sede III, 24th floor, enrolled with the National Register of Legal Entities of the Ministry of Finance CNPJ/MF under No / ( Bank of Brazil or Offeror ), hereby addresses to the shareholders of the common shares issued by Banco Nossa Caixa S/A ( Banco Nossa Caixa or Company ), this public offering for the acquisition of up to the totality of the common shares issued by the Company ( Offering ), under the terms of art. 254-A of Law No /76 ( LSA ), and pursuant to CVM Ruling No. 361/02 ( Ruling 361/02 ), and the New Market Listing Regulation (Regulamento de Listagem do Novo Mercado) of the São Paulo Stock Exchange ( New Market Regulation and BOVESPA ), in accordance with the following terms and conditions: I. SALE OF CORPORATE INTEREST I.I. Legal Grounds. The Offering is made based on art. 254-A, of the LSA, and as a result of the sale of corporate interest of Banco Nossa Caixa to the Offeror. According to the share purchase and sale agreement ( Agreement ), entered into on December 19, 2008, the Governo do Estado de São Paulo ( São Paulo State ) sold, to the Bank of 1

2 Brazil, the totality of the (seventy-six, two hundred sixty-two and nine hundred twelve) common shares held by it, representing % (approximately seventy-one point twenty-five per cent) of the total voting capital stock of Banco Nossa Caixa. The execution of the Agreement and of the Memorandum of Understanding that preceded it, was disclosed to the market by the Relevant Facts published on December 22, 2008 and November 20, 2008, respectively. I.II. Acquisition Price. For the acquisition of the (seventy-six, two hundred sixty-two and nine hundred twelve) common shares of Banco Nossa Caixa, owned by the São Paulo State, the Bank of Brazil undertook to pay the total amount of R$ ,21 (five billion, three hundred eighty-six million, four hundred ninety-six thousand, four hundred twenty-five Reais and twenty-one cents), corresponding to the amount of R$ 70,63 (seventy Reais and sixty-three cents) per Share. I.III. Payment. The acquisition price will be paid in 18 (eighteen) equal and successive monthly installments, in the amount of R$ ,40 (two hundred ninety-nine million, two hundred forty-nine thousand, eight hundred and one Reais and forty cents) each, adjusted by SELIC, since November 20, 2008 until the date of the effective payment of each installment, and the expiry date of the first installment will be on March 10, II. THE OFFERING II.I. Shares. The Offeror proposes to acquire, through the Arranger Institution, up to the totality of common shares issued by the Company, not included in the operation of sale of corporate interest, corresponding, on this date, to (thirty million, seven hundred seventy-two thousand, eight hundred and twenty-five) common shares, representing % (approximately twenty-eight point seventy-five per cent) of the total voting capital stock ( Shares ). II.I.I. Absence of Restrictions. For the valid adhesion to the Offering, the Shares must be free and clear of any lien, encumbrance, restrictions or impediments, and in 2

3 compliance with the requirements for trading of the BOVESPA Operation Regulations. II.I.II. Dividends. If the Company declares dividends and/or interest on net equity in the period comprised between the date of publication of this Call Notice and the date of settlement of the Offering, such dividends and/or interest will be paid in favor of the shareholders registered as holders or beneficiaries of the Shares on the declaration date. II.II. Offering Price. The acquisition price of the shares in the offering ( Offering Price ), according to the New Market Regulation, will be equivalent to 100% (one hundred per cent) of the price to be paid by the Offeror to the State of São Paulo, for the shares representing the corporate interest of Banco Nossa Caixa, in the amount of R$ 70,63 (seventy Reais and sixty-three cents) per share ( Price per Share ), adjusted by SELIC, since November 20, 2008 until the date of settlement of the Offering. II.II.I. Information to BOVESPA. The Arranger Institution will inform by written notice to BOVESPA the final price per Share for the Auction, which corresponds to the Price per Share, updated until the date of settlement. II.III. Payment of the Offering Price. Also pursuant to the New Market Regulation, the Offering Price will be paid in national currency, in 18 (eighteen) equal and successive monthly installments, daily adjusted by SELIC, since November 20, 2008 until the expiry date of each installment, and the expiry date of the first installment will be on March 10, 2009, observing thus the same conditions contracted with the São Paulo State, with the following calculation formula: PM = Q x PPA x 1/18 x F PM = Value of each Monthly Installment to be paid to the acceptors of the Offering; Q = Number of Shares traded by the acceptor of the Offering; PPA = Price per Share, corresponding to R$ 70,63 (seventy Reais and sixty-three cents); F = f1 x f2 x f3 x... x fd-1 3

4 F = Factor for price adjustment. Index accrued every business day, as from November 20, 2008 until the business day immediately before the payment data of the Monthly Installments to the shareholder acceptor of the Offering; f = Factor for daily adjustment by SELIC rate, as disclosed by the Central Bank of Brazil BACEN, in its address on the Internet ( rounded up in the eighth number after the point; f1 = Factor for daily adjustment corresponding to November 20, 2008; fd-1= Factor for daily adjustment corresponding to the business day immediately before the day of each payment. II.III.I. Installments Accrual. If the conduction of the Auction, as provided for in item III.I below, occurs after March 10, 2009, the Offeror will pay simultaneously to the shareholders, on the date of the first settlement, the same number of installments already paid until then, to the São Paulo State, all of them adjusted by SELIC, since November 20, 2008 until the settlement date. II.III.II. Cash Payment. Pursuant to 1, of art. 4, of Ruling 361, the Offeror grants the right to the shareholders, at their sole discretion and without any further conditions, to decide on the cash payment of the Offering Price, with a discount for the full advance payment, fixed at 4.20% (four point twenty per cent), which results in the final price to be paid, calculated according to the following formula: POV = Q x PPA x (1 D) x F POV = Cash value of the Offering Price, to be paid to the acceptors of the Offering, who decided on the cash payment; Q = Number of Shares traded by the acceptor of the Offering; PPA = Price per Share, corresponding to R$ 70,63 (seventy Reais and sixty-three cents); D = Percentage of the Discount, in the unit form (4.20% = 0.042); F = Factor for price adjustment, as defined in item II.III above. 4

5 II.IV. Change or Revocation of the Offering. This Offering is unchangeable and irreversible after this date, with exception of the legal restrictions that prevent its accomplishment. II.V. Appraisal Report. Upon approval of CVM, it was no longer required the preparation of a new appraisal report in view of the pre-determination of the Offering Price, the liquidity of the Shares and the existence of the economic-financial appraisal, prepared by PricewaterhouseCoopers, previously registered with CVM and disclosed in the electronic addresses of CVM, BOVESPA and the Offeror, indicated in the end, where the consultation can be made. II.VI. Validity. This Offering will have a term of validity of 45 (forty-five) days, as from the date of publication of this Call Notice, which ends on [ ], when the Auction of the Offering will be conducted in BOVESPA, according to item III below. II.VII. Acceptance of the Offering: The shareholders that adhere to this Offering, undertake to transfer to the Offeror the ownership of their Shares, including all the rights inherent thereto, as provided for in this Call Notice. III. AUCTION III.I. Procedures: The acquisition of the shares will be made through an auction ( Auction ), with due regard to the rules and procedures established by BOVESPA, which must be observed by the interested shareholders. III.II. Date: The Auction will be conducted on [..2009], at [ :00] hours, through BOVESPA electronic trade system ( Auction Date ). III.III. Registration: In the period comprised between the publication date of this Call Notice and at [ :00] hours, of the business day immediately before the Auction Data, the shareholders interested in the Offering must register with the Arranger Institution or any brokerage firm authorized to operate on BOVESPA trade floor ( Authorized Brokers ), to represent them in the Auction, observing the terms and procedures provided for in the items below. To be eligible to participate in the Auction, the 5

6 shareholders must observe the procedures required by the Authorized Brokers for their registration, where it must be stated the shareholder s obligation (i) to maintain his registration with the Authorized Broker until the settlement of the last installment of the Offering Price or (ii) if the shareholder decides to register with another Authorized Broker during the receipt of the installments, he must inform such fact, at least 3 (three) days before the settlement date subsequent to the original Authorized Broker, which shall be obliged to transmit such information to CBLC, until the day before that date. In the event of non-operation of the account held by the original Authorized Broker and if the change of the Authorized Broker by the shareholder is not informed to CBLC within the stipulated term, it shall inform to the Arranger Institution the name, address and number of shares, so that the shareholder can receive the outstanding installments directly in the branches of the Offeror s bank. III.IV. Shares in the Custody of Banco Nossa Caixa. The holders of Shares in the custody of Banco Nossa Caixa, a financial institution depositary of its own registered shares, must be qualified for the Auction, registering the Arranger Institution or any other Authorized Broker, pursuant to item III.III above and item III.V below, in order to provide the prior registration of their Shares in the custody of CBLC. III.V. Compliance with the Terms: Each shareholder must be responsible for the adoption of the necessary measures for the registration of the Shares to be held in the custody of CBLC to be made in due course in order to qualify for the Auction. III.VI. Participants: The Authorized Brokers must register, until [ :00] hours of the Auction Date, in the BOVESPA MEGA system, under the code, the sale offerings of the Shares of their clients. III.VII. Disqualification. The shareholders that (i) do not deliver, in due course, the registration documents; and (ii) do not transfer the Shares to the custody of CBLC, according to the provisions in this Call Notice will be disqualified for the Auction. III.VIII. Settlement: The settlement of the Auction will be made according to the CBLC rules, and the provisions of this Call Notice, according to the expiry dates indicated in 6

7 item II.III above, and if the case may be, in within 3 (three) business days after the Auction Date. III.IX. Guarantee: Pursuant to article 7, 4, of Ruling 361/02, the Arranger Institution will guarantee the settlement of this Offering. CBLC will act exclusively to enable the settlement, without being characterized as counterparty guarantor. III.X. Brokerage Costs and Commissions: The shareholders that adhere to the Offering must bear the brokerage costs and commissions for the sale of the Shares; and the Offeror must bear those costs related to the purchase of the Shares, as well as the expenses with the placement and settlement of this Offering. IV. INFORMATION ON BANCO NOSSA CAIXA IV.I. Register Information. Banco Nossa Caixa is a publicly-held, mixed-capital company, with head offices in the City of São Paulo, State of São Paulo, at Rua XV de Novembro, 111, 6 th floor, enrolled with the National Register of Legal Entities of the Ministry of Finance CNPJ/MF under No / IV.II. Corporate Purpose. The purpose of Banco Nossa Caixa is the exercise of any activities allowed to Institutions that belong to the National Financial System, especially: (i) the banking activity related to the practice of active, passive and ancillary operations inherent to a multiple bank, with due observance of the portfolios authorized by the Central Bank of Brazil; (ii) exchange operations; (iii) operations relating to the issue and administration of debit and credit cards, including food, meals and the like; (iv) operation of underwriting, acquisition and distribution of shares, obligations and any other instruments or securities in the capital market, for investment or resale; (v) operations related to the exercise of administration of securities portfolios; and (vi) provision of services of securities custody and banking services of agency and financial supply under multiple forms. IV.III. Capital Stock. The capital stock subscribed and fully paid-up of Banco Nossa Caixa, on September 30, 2008, was of R$ ,91 (two billion, four hundred 7

8 thirty-six million, six hundred and three thousand, six hundred seventy-seven Reais and ninety-one cents), divided into (one hundred seven million, thirty-five thousand, seven hundred and thirty-seven) common shares, without par value. IV. IV. Shareholding of Banco Nossa Caixa, in Dec/2008: NOSSA CAIXA Position in December/2008 Shareholder Interest São Paulo State 71.25% Others 28.75% Total % Nossa Caixa Shareholders IV.IV.I. Related Persons and Shareholding Officers. With exception of the members of the Board of Directors of Banco Nossa Caixa, who hold one share each, no other officer of the Company is a shareholder. The list below indicates the persons related to the controlling shareholder, according to the definition of Ruling 361/02, and the officers of the Offeror and the Arranger Institution who are shareholders: 8

9 SHAREHOLDER No. of shares Institute of Social Security of São Paulo State (Instituto de Previdência do Estado de São Paulo) IPESP 6 Company of Housing and Urban Development of São Paulo State (Cia. Desenvolvimento Habitacional e Urbano do Estado de São Paulo) - CDHU 33 Department of Waters and Electric Energy (Departamento de Águas e Energia Elétrica) 6 Department of Motorways (Departamento de Estradas de Rodagem) DER 6 Officers 284 IV.V. Economic-Financial Indexes of Banco Nossa Caixa. Indicadores º Trimestre/2008 Retorno sobre o Patrimônio Líquido médio (%) 17,8 11,0 30,5 Retorno anualizado sobre o Ativo médio (%) 1,2 0,7 1,8 Índice de Eficiência (%) 55,5 63,6 51,5 Cobertura da Despesa de Pessoal com Receitas de Serviços 67,1 79,9 114,5 Índice da Basiléia (%) 23,4 15,8 13,6 Índice de Imobilização (%) 19,9 16,8 16,8 Fonte: - Relatório Anual 2007 e Relatório Trimestral - 3T08 Indexes rd Quarter/2008 Return on Investment average (%) Annual Return on Assets average (%) Efficiency Index (%) Personnel Expenses Coverage with Services Income Basiléia Index (%) Immobilization Index (%) 9

10 IV.VI. Information on the Trading with Shares of Banco Nossa Caixa. Valores em R$ Cotação Fechamento PL por ação Valor econômico por ação* 28/12/ ,71 24,28-28/12/ ,69 25,84 23,60 17/07/ ,49 30/09/ ,86 29,74 Média de , Fonte: Economática * Relatório de Avaliação Econômica - Setembro de 2008, PriceWatersHouseCoopers V. INFORMATION ON THE OFFEROR V.I. Register Information. The Bank of Brazil is a publicly-held, mixed-capital company, with head offices in the Federal District, Setor Bancário Sul, Quadra I, Bloco C, Edifício Sede III, 24th floor, enrolled with the National Register of Legal Entities of the Ministry of Finance CNPJ/MF under No / V.II. Corporate Purpose, Activity Sectors and Activities Developed: The purpose of Bank of Brazil is the practice of all active, passive and ancillary operations, the provision of banking services of agency and financial supply under multiple forms and the exercise of any activities allowed to Institutions that belong to the National Financial System. The Bank of Brazil may also carry out activities in the trading of agricultural products and promote the circulation of manufactured goods. As instrument of enforcement of the credit and financial policy of the Federal Government, it is incumbent upon the Bank of Brazil the performance of the duties attributed to it by law, mainly those provided for in art. 19, of Law No , of December 31, 1964, with due observance of the provisions in arts. 5 and 6, of its bylaws. The management of the funds of third parties is made through the contract of a subsidiary or controlled company of the Bank of Brazil. V.III. Capital Stock. The capital stock subscribed and fully paid-up of the Bank of Brazil, on September 30, 2008, was of R$ ,82 (thirteen billion, two hundred eleven million, six hundred forty-four thousand, one hundred thirty0-five Reais and eighty-two cents), divided into (two billion, five hundred forty-two million, 10

11 one hundred eighty-one thousand, five hundred and thirty) common shares, without par value. VI. INFORMATION ON THE ARRANGER INSTITUTION VI.I. Register Information. BB Banco de Investimento S/A, with head offices in the City of Rio de Janeiro (RJ), at Rua Senador Dantas, th floor, enrolled with the National Register of Legal Entities of the Ministry of Finance CNPJ/MF under No / VI.II. Relationship between the Arranger Institution and the Offeror. Besides the relationship relating to the Offering, BB Banco de Investimento S/A is a wholly-owned subsidiary of the Bank of Brazil for the exercise of investment bank activities. VI.III. Shares. With exception of the investment funds managed by the Offeror, as described below, the Arranger Institution, its controlling company and related persons, are not the holders, nor do they have under their discretionary administration, shares issued by the Company. BB TOP ACOES MULTISETORIAL ATIVO FI BB TOP ACOES IBOVESPA INDEXADO FI BB TOP ACOES IBRX INDEXADO FI BB TOP ACOES SETORIAL BANCOS FI BB TOP ACOES IBOVESPA ATIVO FI BRASILPREV TOP A FUNDO DE INVESTIMENTO EM ACOES BB MIRANTE IBRX FIA BB PREVIDENCIA ACOES FI XV DE NOVEMBRO, 20 3 ANDAR ON NM PRACA QUINZE DE NOVEMBRO, 20 2 /3 ANDAR ON NM PRACA QUINZE DE NOVEMBRO, 20 2/3 ANDAR ON NM PRACA QUINZE DE NOVEMBRO, 20 3 ANDAR ON NM PRACA QUINZE DE NOVEMBRO, 20 2 E 3 ANDAR ON NM PRACA QUINZE DE NOVEMBRO, 20 2/3 ANDAR ON NM PRACA XV DE NOVEMBRO, 20 S 201/ ON NM PC XV DE NOVEMBRO, 20 2 E 3 ANDAR ON NM 11

12 VII. DECLARATIONS OF THE OFFEROR AND THE ARRANGER INSTITUTION. VII.I. Declaration. The Offeror and the Arranger Institution have no knowledge of the existence of any facts or circumstances, not disclosed to the public, which may materially influence the results of the Company or the quoted value of the Shares. VIII. ADDITIONAL INFORMATION VIII.I. Updating of the Registration of Publicly-Held Company. The Offeror declares that, to the extent of the information held by it, the registration of publicly-held company of Banco Nossa Caixa is duly updated, pursuant to article 21, of Law No /76. VIII.II. Nominal List of Shareholders, Call Notice and Economic-Financial Appraisal. The nominal list of all shareholders of the Company, with the respective addresses and number of shares, described by type and class, is at the sale of anyone interested, upon identification and receipt, in the head offices of the Offeror, the Company, the Arranger Institution, CVM and BOVESPA, including in the electronic means. The Economic- Financial Appraisal of the Company, prepared by PricewaterhouseCoopers, can be consulted in the electronic addresses of CVM, BOVESPA and the Offeror, indicated below. A copy of this Call Notice can be obtained in the following addresses and Internet pages: BANCO DO BRASIL S/A SBS - Ed. Sede III - 24º Andar, CEP: , Brasília (DF) Telefone/Fax: (61) BANCO NOSSA CAIXA S/A Rua XV de Novembro, n.º 111, Centro, CEP: , São Paulo (SP) Telefone: (11) Fax: (11)

13 BB BANCO DE INVESTIMENTO S/A Rua Senador Dantas, n.º 105, 36º andar, Centro, CEP: , Rio de Janeiro (RJ) Telefone: (21) Fax: (21) SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS) - CVM Rua Cincinato Braga, n.º 340, 2º, 3º e 4º andares, Bela Vista, CEP: São Paulo (SP) Rua Sete de Setembro, n.º 111, 5º andar, Centro de Consultas, CEP: , Rio de Janeiro (RJ) SÃO PAULO STOCK EXCHANGE (BOLSA DE VALORES DE SÃO PAULO) - BOVESPA Rua XV de Novembro, n. 275, Centro, CEP: , São Paulo (SP) VIII.III. Future Corporate Events. According to the notice to the market, based on the Relevant Facts disclosed on November 20, 2008 and December 22, 2008, the Company will be subsequently merged by the Offeror, with the legal consequences, for which reason Offeror is released from the payment provided for in item I, of caput, of art. 10, of Ruling 361/02, with reference to all the facts and events that impose the conduction of a compulsory IPO and/or grant the right to withdraw related to the merger. In the occurrence of other facts and events not related to the merger of the Company, which may impose the conduction of a compulsory IPO and/or grant the right to withdraw within the scope of of the Company, the Offeror undertakes to pay to the shareholders that accept the Offering, the difference in a greater amount, if any, between the price that they receive for the sale of their Shares, adjusted as provided for in this instrument and in the applicable legislation, and the amount that would be due as a result of said facts and events, pursuant to the aforementioned art. 10, item I, subitems a and b, of Ruling 361/02. 13

14 VIII.IV. Registrations in CVM and BOVESPA: This Offering was submitted to the previous analysis of CVM and registered on [..2009] under No. [ ]. BOVESPA also authorized the conduction of the Auction in its electronic trading system. São Paulo, [ ] [ ], 2009 BANCO DO BRASIL S/A BB BANCO DE INVESTIMENTO S/A Arranger Institution GRANTING OF THE REQUEST FOR REGISTRATION OF THIS PUBLIC OFFERING OF ACQUISITION OF SHARES DOES NOT IMPLY, BY THE SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS) CVM, GUARANTEE OF VERACITY OF THE INFORMATION PROVIDED, JUDGMENT ON THE QUALITY OF THE COMPANY OBJECT OR THE PRICE OFFERED FOR THE SHARES OBJECT OF THIS OFFERING 14

15 15