Public Offering of Shares
CURITIBA, PARANA, BRAZIL, July 26, 2023/EINPresswire.com/ -- COPEL ("Company"), a company that generates, transmits, distributes and trades energy, in compliance with the provisions of article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, as amended, and with the Resolution of the Brazilian Securities and Exchange Commission ("CVM") No. 44, of August 23, 2021, as amended, informs its shareholders and the market in general that, further to Material Facts 06/22, 07/22, 10/22, 05/23, 06/23, 07/23, 08/23 and 11/23 and the Notices to the Market 01/23, 09/23 and 16/23, as approved at the Board of Directors' meeting, submitted to the Brazilian Securities and Exchange Commission, on this date, a request for automatic registration of a public offering for primary and secondary distribution of, initially, 549,171,000 common shares issued by the Company, all nominative, book-entry and without par value, free and clear of any liens or encumbrances ("Shares"), comprising (i) a primary offering of, initially, 229,886,000 Shares to be issued by the Company; and (ii) a secondary offering of, initially, 319,285,000 Shares held and to be sold by the State of Paraná ("Selling Shareholder"), in both cases, to be carried out pursuant to a global offering (the “Offering”) that includes (i) a Brazilian offering in the Federative Republic of Brazil, in an over-thecounter market, pursuant to article 26, item III, paragraph "b", of CVM Resolution No. 160, of July 13, 2022, as amended, ("CVM Resolution 160"), and (ii) a registered offering in the United States. The Offering is made in connection with the Company's transformation process into a company with dispersed capital and without a controlling shareholder.
Within the scope of the Offering, there will be no distribution of the additional lot provided for in article 50 of CVM Resolution 160.
Pursuant to article 51 of CVM Resolution 160, the number of Shares initially offered may be increased by an additional lot equivalent to up to 15% of the total number of Shares initially offered, that is, by up to 82,375,650 Shares, under the same conditions and at the same price as the Shares initially offered, of which (i) up to 18,518,650 Shares to be issued by the Company; and (ii) up to 63,857,000 Shares held and to be sold by the Selling Shareholder, pursuant to an option to be granted by the Company and the Selling Shareholder to the stabilizing agent, under the terms of the distribution agreement with the intermediary institutions of the Offering.
The Brazilian offering includes and will be subject to a priority offering in Brazil pursuant to which our existing shareholders have the right to purchase our common shares. The subscription rights in the priority offering have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”) or under any U.S. State securities laws. Accordingly, the priority offering will be made only as part of the Brazilian offering in reliance upon certain exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and will not be made available or included as part of the international offering. The exercise of rights in the priority offering occurs, and the settlement of the priority offering will occur, only in Brazil. Holders of our unit ADSs and the shareholders that hold our common shares outside of B3 will not be permitted to participate in the priority offering. In addition, under the terms of the Offering documentation, the Company, its directors and officers who currently own shares and the Selling Shareholder have undertaken not to sell shares issued by the Company for a period of 180 days from the pricing of the Offering.
This material fact shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act or a valid exemption from registration. Any public offering of securities in the United States must be made by means of a prospectus, which must contain detailed information about the Company and its management, as well as its financial statements. Except for the registration of the offering with the CVM and the SEC, the Company, the Selling Shareholder, the Global Coordinators and the Domestic and International Placement Agents do not intend to make any registration of the offering or the shares with any capital markets regulatory agency or body in any other country.
The Offering may not be concluded in case the Brazilian Federal Court of Auditors (Tribunal de Contas de União – TCU) does not approve the terms of the concession premiums due on the renewal of certain concessions of the Company defined in a joint ordinance of the Ministries of Finance and Mines and Energy.
Within the scope of the Offering, there will be no distribution of the additional lot provided for in article 50 of CVM Resolution 160.
Pursuant to article 51 of CVM Resolution 160, the number of Shares initially offered may be increased by an additional lot equivalent to up to 15% of the total number of Shares initially offered, that is, by up to 82,375,650 Shares, under the same conditions and at the same price as the Shares initially offered, of which (i) up to 18,518,650 Shares to be issued by the Company; and (ii) up to 63,857,000 Shares held and to be sold by the Selling Shareholder, pursuant to an option to be granted by the Company and the Selling Shareholder to the stabilizing agent, under the terms of the distribution agreement with the intermediary institutions of the Offering.
The Brazilian offering includes and will be subject to a priority offering in Brazil pursuant to which our existing shareholders have the right to purchase our common shares. The subscription rights in the priority offering have not been and will not be registered under the United States Securities Act of 1933, as amended (“Securities Act”) or under any U.S. State securities laws. Accordingly, the priority offering will be made only as part of the Brazilian offering in reliance upon certain exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and will not be made available or included as part of the international offering. The exercise of rights in the priority offering occurs, and the settlement of the priority offering will occur, only in Brazil. Holders of our unit ADSs and the shareholders that hold our common shares outside of B3 will not be permitted to participate in the priority offering. In addition, under the terms of the Offering documentation, the Company, its directors and officers who currently own shares and the Selling Shareholder have undertaken not to sell shares issued by the Company for a period of 180 days from the pricing of the Offering.
This material fact shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act or a valid exemption from registration. Any public offering of securities in the United States must be made by means of a prospectus, which must contain detailed information about the Company and its management, as well as its financial statements. Except for the registration of the offering with the CVM and the SEC, the Company, the Selling Shareholder, the Global Coordinators and the Domestic and International Placement Agents do not intend to make any registration of the offering or the shares with any capital markets regulatory agency or body in any other country.
The Offering may not be concluded in case the Brazilian Federal Court of Auditors (Tribunal de Contas de União – TCU) does not approve the terms of the concession premiums due on the renewal of certain concessions of the Company defined in a joint ordinance of the Ministries of Finance and Mines and Energy.
Relações com Investidores
COPEL
+55 41 3331-4011
ri@copel.com
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