SAO PAULO, May 25, 2017 /PRNewswire/ -- ITAU UNIBANCO
HOLDING S.A. ("Company") announces to its shareholders that the
Board of Directors, meeting on May 25,
2017, approved the acquisition of up to 10,000,000 common
shares and 50,000,000 preferred shares issued by the Company with
no reduction in the value of the capital stock, equivalent to
approximately 3.15% of the free float of 317,862,080 common shares
and approximately 1.56% of the free float of 3,201,348,733
preferred shares1 registered on April 30, 2017.
It should be pointed out that on April
30, 2017 there were 3,074 common shares and 65,135,438
preferred shares issued by the Company held as treasury stock.
During the period from February 3,
2016 to April 30, 2017,
38,087,900 preferred shares issued by the Company were
acquired.
Purpose
The share acquisition process has the following potential
objectives: (i) to maximize the allocation of capital through the
efficient application of available funds; (ii) to provide for the
delivery of shares to the employees and management of the Company
and those of its subsidiaries within the scope of the compensation
models and the long term incentive plans; and/or (iii) to use the
acquired shares in the event of business opportunities arising in
the future.
Economic Effects
The acquisition of own shares may result in the following
impacts:
- To the shareholders: (i) greater return in dividends, since the
shares acquired by the Company are withdrawn from the free float
and dividend payments are distributed for a smaller number of
shares; and (ii) increase in shareholder participation should the
shares be cancelled.
- To the Company: (i) optimization of use of funds for
investment; and (ii) change in the Capital Ratio.
In the event of acquisition of the total shares under this
program, the financial amount expended will have no material
accounting effects on the Company's results.
Period for acquisition of shares
The operations will be effected through the stock exchange
during the period from May 26, 2017
to November 26, 2018, at market value
and intermediated by Itau Corretora de Valores S.A., with its
registered offices at Av. Brigadeiro Faria Lima, 3500, 3º andar,
Parte, in the city and state of Sao
Paulo.
1 Under art. 8, paragraph 3, I, of CVM Instruction
No. 567/2015, outstanding shares refer to all shares in a company´s
capital, excluding those held directly or indirectly by the
controlling shareholder, persons related to them, and by management
members.
The Board of Directors understands that the settlement of the
acquisition of shares issued by the Company is compatible with its
financial situation, foreseeing no impact on the ability to comply
with obligations assumed, given that:
- On March 31, 2017, available
funds were:
-
- R$ 1,265,167 thousand in Capital
Reserves; and
- R$ 14,222,736 thousand in
Statutory Revenue Reserves.
- The Company manages its liquidity reserves based on estimates
of available funds considering the continuity of the business under
normal conditions. Thus, total payment capacity is assured in
relation to the financial commitments assumed. For more details,
please see the Explanatory Note "Cash and Cash Equivalents" in the
Financial Statements for the Company, available from the Investor
Relations site (www.itau.com.br/investor-relations).
MARCELO
KOPEL
Investor Relations Officer
ATTACHMENT 30-XXXVI OF CVM INSTRUCTION
480/09
(Trading of Own Shares)
1. Justify in detail the objective and the economic effects
of the operation.
Objectives
The share acquisition process has the following potential
objectives: (i) to maximize the allocation of capital through the
efficient application of available funds; (ii) to provide for the
delivery of shares to the employees and management of the Company
and those of its subsidiaries within the scope of the compensation
models and the long term incentive plans; and/or (iii) to use the
acquired shares should business opportunities arise in the
future.
Economic Effects
The acquisition of own shares can result in the following
impacts:
- To the shareholders: (i) greater return in dividends, since the
shares acquired by the Company are withdrawn from the free float
and dividend payments are distributed for a smaller number of
shares; and (ii) increase in shareholder participation should the
shares be cancelled.
- To the Company: (i) optimization of use of funds for
investment; and (ii) change in the Capital Ratio.
In the event of acquisition of the total shares under this
program, the financial amount expended will have no material
accounting effects on the Company's results.
2. Inform the number of shares (i) comprising the free float
and (ii) already held as treasury stock.
Shares comprising the free float: 317,862,080 common shares and
3,201,348,733 preferred shares registered on April 30, 2017.
Shares held as treasury stock: 3,074 common shares and
65,135,438 preferred shares registered on April 30, 2017.
3. Inform the number of shares that may be acquired or
sold.
Up to 10,000,000 common shares and 50,000,000 preferred shares
with no reduction in the value of the capital stock, equivalent, to
approximately 3.15% of the free float of 317,862,080 common shares
and approximately 1.56% of the free float of 3,201,348,733
preferred shares registered on April 30,
2017.
4. Describe the principal characteristics of the derivative
instruments which the company may use, if any.
The Company will not use derivative instruments.
5. Describe, if any, eventual agreements or existing voting
guidance between the company and the counterparty to the
operations.
The share acquisition will be conducted through operations on
the stock exchange, there being no voting guidance between the
Company and the counterparties to the operation.
6. In the event that operations are transacted outside the
organized securities markets, inform: (a) the maximum (minimum)
price at which the shares will be acquired (sold); and (b) if the
case, the reasons justifying the conducting of the transaction at
prices of more than 10% (ten percent) higher in the case of
acquisition or more than 10% (ten per cent) lower in the case of
sale, at an average quotation, weighted by volume for the previous
10 (ten) trading days.
Not applicable since the acquisition of shares issued by the
Company will be conducted through operations on the stock exchange
at market value.
7. Inform, if any, the impacts trading will have on the
shareholding composition or the management structure of the
corporation.
There will be no impact on the management structure of the
Company given the acquisition of shares issued by the Company
itself neither will there be an impact on the composition of
shareholding control given that the Company has a defined
controlling bloc.
8. Identify the counterparties, if known and in the event
that the counterparty is a party related to the company as set out
in the accounting rules that cover this question, also supply
information required by Article 8 to CVM Instruction 481 of
December 17, 2009.
The acquisition of shares of the Company will be conducted
through operations on the stock exchange and the counterparties are
unknown.
9. Indicate the use of the funds generated, if the
case.
Not applicable, given that for the moment the transactions will
be limited to the acquisition of shares and not the sale.
10. Indicate the maximum term for settlement of the
authorized operations.
The maximum term for the settlement of the approved operations
will be 18 months, beginning May 26,
2017 and ending on November 26,
2018.
11. Identify institutions that will act as intermediaries, if
any.
The operations will be intermediated by Itau Corretora de
Valores S.A., with registered offices at Av. Brigadeiro Faria Lima,
3500, 3º andar, Parte in the city and state of Sao Paulo.
12. Specify the available funds to be used pursuant to
Article 7, Paragraph 1 of CVM Instruction 567 of September 17, 2015.
On March 31, 2017, available funds
for acquisition of shares issued by the Company were:
- R$ R$ 1,265,167 thousand in
Capital Reserves; and
- R$ 14,222,736 thousand in
Statutory Revenue Reserves.
13. Specify the reasons for which members of the board of
directors feel comfortable that the buyback of shares will not have
an adverse impact on the ability to comply with obligations assumed
with creditors or the payment of mandatory dividends, whether fixed
or minimum.
The Board of Directors understands that the settlement of the
acquisition of shares issued by the Company is compatible with its
financial situation, foreseeing no impact on the ability to comply
with obligations assumed, given that:
- The Company manages its liquidity reserves based on available
funds considering the continuity of the business under normal
conditions Thus, total payment capacity is assured in relation to
the financial commitments assumed. For more details, please see the
Explanatory Note "Cash and Cash Equivalents" in the Financial
Statements for the Company, available from the Investor Relations
site (www.itau.com.br/investor-relations).
Corporate Communication – Itau Unibanco
+(55 11) 5019-8880 / 8881 / imprensa@itau-unibanco.com.br
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SOURCE Itau Unibanco Holding S.A.