SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of November
, 2017
(Commission File No. 001-33356),
Gafisa S.A.
(Translation of Registrant's name into English)
Av. Nações Unidas No. 8501, 19th floor
São Paulo, SP, 05425-070
Federative Republic of Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes ______ No ___X___
Indicate by check mark if the registrant is submitting
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ______ No ___X___
Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ______ No ___X___
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b):
N/A
GAFISA S.A.
Corporate Taxpayer’s ID (CNPJ/MF) No. 01.545.826/0001-07
Corporate Registry ID (NIRE) No. 35.300.147.952
Publicly-held Company
MANAGEMENT PROPOSAL
EXTRAORDINARY SHAREHOLDERS’ MEETING
DECEMBER 11, 2017
at 10:00 a.m.
INDEX
I.
|
Approve the Company’s Capital Increase
|
3
|
II
.
|
Additional Information and Where to Find this Information
|
4
|
Exhibit I –
|
Capital Increase Information
|
5
|
Exhibit I.4 –
|
Fiscal Council’s Report
|
13
|
GAFISA S.A.
Corporate Taxpayer’s ID
(CNPJ/MF) No. 01.545.826/0001-07
Corporate Registry ID
(NIRE) No. 35.300.147.952
Publicly-held Company
Dear Shareholders,
The Management of Gafisa S.A. (“
Company
” or “
Gafisa
”),
presents herein its proposal (“
Proposal
”) for the matter of agenda of
the Company’s extraordinary shareholders’ meeting to be held, on first call, on
December 11, 2017, at 10 a.m. (“
Meeting
”).
I.
Approve
the Company’s Capital Increase
We propose the approval of
the Company’s capital increase in the total amount of up to three hundred million Reais (R$300,000,000.00), and partial
ratification is possible in case of subscription of, at least, two hundred
million and ten Reais (R$200,000,010.00), by means of the issue, for private
subscription, of at least, thirteen million, three hundred, thirty-three
thousand, three hundred and thirty-four (13,333,334) and, at most, twenty
million (20,000,000) non-par, registered, book-entry, new common shares, at a
price per share of fifteen Reais (R$15.00) based on
Article 170, Paragraph 1, item III of Law No. 6.404/76, of which one centavo of
Real (R$0.01) per share shall be allocated to the capital stock and fourteen
Reais and ninety-nine centavos (R$14.99) per share to the capital reserve,
pursuant to Article 182, Paragraph 1, “a”, of Law No. 6.404/76 (“
Capital
Increase
”).
The Capital Increase is part of the Company’s
plans to strengthen cash and cash equivalents, reinforce its capital structure
in view of the Company’s current level of indebtedness, as well as make
feasible the Company’s strategic and operational positioning within this new
cycle of real estate market.
Wishbone Management, LP , a shareholder of
the Company, jointly with Conifer Capital Management, LLC, and investment funds
under management of their affiliates (“
Investors
”), undertook to
subscribe shares and any unsold shares, within the context of Capital Increase,
by exercising their preemptive right and ensure the subscription of at least, two
hundred million Reais (R$200,000,000.00), the amount to be effectively injected depending on the exercise of
preemptive right and subscription of unsold shares by other shareholders of the
Company. Investors’ subscription commitment is also subject to (i) postponement
of the Company’s debts maturity in the amount of, at least, three hundred
million Reais (R$300,000,000.00) to 2020 and 2021 and (ii) the lack of material adverse effects.
The information required
by Article 14 of ICVM No. 481 are detailed in
Exhibit I
hereto.
II.
Additional
Information and Where to Find this Information
Documents
provided for in CVM Instruction No. 481 were sent to Brazilian Securities and
Exchange Commission – CVM, on this date, through the Periodic Information
System (IPE), pursuant to Article 6 of referred Instruction and are available
to Shareholders at the Company’s headquarters, at its Investor Relations
website (www.gafisa.com.br/ri/), and at
the websites of
B3 S.A. – Brazil, Stock Exchange and OTC (
www.b3.com.br
) and Brazilian
Securities and Exchange Commission (www.cvm.gov.br). Documents
may be consulted and examined at the Company’s headquarters, and shareholders
interested shall schedule date and hour of visit with the Investor Relations
Department.
São Paulo, November 9, 2017.
The Management
Gafisa S.A.
exhibit I – capital increase information
(pursuant to Article 14 of ICVM 481)
1.
Inform the increase and the new capital stock
amounts.
The Company’s capital increase shall occur through the issue for private subscription of at least, thirteen million, three
hundred, thirty-three thousand, three hundred and thirty-four (13,333,334) new
common shares (“
Minimum Subscription
”) and, at most, twenty million
(20,000,000) (“
Maximum Subscription
”) non-par, registered, book-entry,
new common shares, at the issue
price of fifteen Reais (R$15.00) per share based on
Article 170, Paragraph 1, item III of Law No. 6.404/76 (“
Brazilian
Corporation Law
”), of which one centavo of Real (R$0.01) per share shall be
allocated to the capital stock account and fourteen Reais and ninety-nine centavos
(R$14.99) per share to the capital reserve account, pursuant to Article 182,
Paragraph 1, “a”, of Law No. 6.404/76 (“
Capital
Increase
”).
If Minimum Subscription occurs, the global issue price shall be two hundred million and ten Reais (R$200,000,010.00) and the total amount of the Capital
Increase shall be one hundred, thirty-three thousand, three hundred
thirty-three Reais and thirty-four centavos (R$133,333.34), then the Company’s
capital stock shall increase from current R$2,521,151,187.74, divided into
28,040,162 non-par, registered, book-entry common shares to two billion, five
hundred, twenty-one million, two hundred, eighty-four thousand, five hundred,
twenty-one Reais and eight centavos (R$2,521,284,521.08), divided into 41,373,496
non-par, registered, book-entry common shares.
On the other hand, if Maximum Subscription occurs, the global issue
price shall be three hundred million Reais (R$300,000,000.00) and the total amount of Capital Increase shall be two hundred thousand
Reais (R$200,000.00), then the Company’s capital stock shall increase to two
billion, five hundred, twenty-one million, three hundred, fifty-one thousand,
one hundred, eighty-seven Reais and seventy-four centavos (R$2,521,351,187.74),
divided into 48,040,162 non-par, registered, book-entry common shares.
The amendment to the
caput
of article 5 of the Company’s
Bylaws to conform it with final amount of the new capital stock after the Capital
Increase shall be appropriately resolved at shareholders’ general meeting,
after the conclusion of all procedures related to the Capital Increase, the preemptive
right and subscription of unsold shares.
2.
Inform if increase shall occur by means of: (a) conversion
of debentures or other debt instruments into shares; (b) exercise of
subscription right or warrant; (c) capitalization of profits or reserves
or (d) subscription of new shares.
The Capital Increase shall occur by means of private subscription of
new common shares issued by the Company.
3.
Explain, in
detail, the reasons for increase and its legal and economic consequences.
The Capital Increase is part of the Company’s plans to strengthen
cash and cash equivalents, reinforce its capital structure in view of the
Company’s current level of indebtedness, as well
as make feasible the Company’s strategic and operational positioning within this new cycle of real estate market.
4.
Provide a copy of the Fiscal Council’s report, if applicable
A copy of the Fiscal Council’s report with its favorable opinion on the Capital Increase can be found at
Exhibit I.4
hereto.
5.
In case of capital increase by means of share subscription
(a)
Describe the allocation of funds:
The proceeds shall be allocated to reinforce the working capital, reduce current level of indebtedness, enhance the capital structure strength and invest in the Company’s landbank.
(b)
Inform the number of shares issued of each type and class.
At least, thirteen million, three hundred, thirty-three thousand, three hundred and thirty-four (13,333,334) new shares and at most, twenty million (20,000,000) non-par, registered, book-entry, new common shares shall be issued.
(c)
Describe the rights, advantages, and restrictions assigned to shares to be issued.
Shares to be issued shall confer to their holders the same
full
rights, advantages, and restrictions conferred by other common shares issued by the Company, as set forth in its Bylaws, inclusive as to receipt of dividends and/or interest on equity to be declared by the Company as of the date of their issue.
(d)
Inform if subscription shall be public or private.
Subscription shall be private.
(e)
If refers to private subscription, inform if related parties, as those defined by accounting standards dealing with this issue, will subscribe shares in the capital increase, specifying respective amounts, when these amounts are already known.
New shares may be subscribed by current shareholders of the Company in the exercise of their preemptive right, in accordance with their respective interest in the Company’s capital stock.
Observing Investors’ commitment to subscribe part of the shares issued within the Capital Increase described herein, any related party shall not be required to subscribe shares in the Capital Increase.
1
1
Note to Gafisa
:
We are assuming that Investors do not have relevant influence on the Company, as defined by the accounting standards. Please indicate if this is not the case.
(f)
Inform the issue price of new shares or
the reasons by which its definition shall be delegated to the Board of
Directors, in cases of public offering.
The issue price of new shares shall be fifteen Reais (R$15.00) per
share, based on Article 170, Paragraph 1, item III of Law No. 6.404/76.
(g)
Inform the par value of shares issued or,
if referring to non-par shares, the issue price amount which is to be allocated
to the capital reserve.
The new shares to be issued shall not have par value. Of the issue
price of each new share: (i) one centavo of Real (R$0.01) per share shall be
allocated to the capital stock account and (ii) fourteen Reais and ninety-nine
centavos (R$14.99) shall be allocated to the capital reserve account, pursuant
to Article 182, Paragraph 1, “a” of Law No. 6.404/76.
(h)
Provide Management’s opinion on the
capital increase effects, especially referring to the dilution caused by such
increase.
Management understands the capital increase is necessary in order to
capture the market opportunities seen in the Company’s business segments, by
investing in the Company’s landbank, besides reinforcing the working capital
and reducing current level of indebtedness in light of further challenging
macroeconomic scenario. An enhanced strength of capital structure also results
from capital increase, generating value for entire base of the Company’s
shareholders, inclusive those eventually not participating in the Capital
Increase.
In this regard, Management believes that the justification for
capital increase is of legitimate interest of the Company, the issue price was
defined pursuant to applicable legal precepts (see item “i” below) and the
Company’s shareholders have access to all the information necessary for their
subscription decision.
(i)
Inform the calculation criterion for the
issue price and justify, in detail, the economic aspects determining its
selection.
The Issue Price of new shares was defined pursuant to Article 170, Paragraph
1, item III of the Brazilian Corporation Law, which takes into account the
weighted average quote of shares traded at B3 S.A. –
Brazil, Stock Exchange and OTC, within ten (10)
business days prior to this present date, plus a premium of four centavos of Real
(R$0.04) per share.
The criterion used was considered by the Company’s Management as the
most appropriate to establish the issue price, as it avoids the unjustified
dilution of current shareholders of the Company.
(j)
If issue price has been determined with
premium or discount in relation to the market value, identify the reason for
premium or discount and explain how it was determined.
Price was defined based on the weighted average of share trades in
the last 10 business days of the trading sessions. The criterion adopted was
considered by the Company’s Management as the most appropriate to establish the
issue price, as it avoids the unjustified dilution of current Company’s
shareholders and is compatible with the market practices for operations of this
nature.
The issue price was determined with premium to adjust any share depreciation due to the Company’s leverage. The premium determined also aims at unlocking amount in the short term for shareholders suffering dilution as a result of capital increase.
(k)
Provide a copy of all reports and studies subsidizing the determination of issue price.
The issue price was exclusively determined based on the criteria mentioned above. No report and/or studies have been issued to define the issue price.
(l)
Inform the quote of each type and class of the Company’s shares on the markets these are traded, identifying:
(i)
Minimum, average and maximum quote each year, in the last three years
2
.
Minimum
|
Average
|
Maximum
|
R$9.93
|
R$27.53
|
R$40.04
|
(ii)
Minimum, average and maximum quote each quarter, in the last two years
3
.
Quarter
|
Minimum
|
Average
|
Maximum
|
3Q2017
|
R$10.42
|
R$11.96
|
R$14.60
|
2Q2017
|
R$9.93
|
R$16.26
|
R$28.79
|
1Q2017
|
R$25.35
|
R$31.92
|
R$36.00
|
4Q2016
|
R$24.81
|
R$30.36
|
R$40.04
|
3Q2016
|
R$26.56
|
R$30.56
|
R$35.46
|
2Q2016
|
R$23.46
|
R$28.90
|
R$36.14
|
1Q2016
|
R$28.20
|
R$32.60
|
R$37.99
|
4Q2015
|
R$26.61
|
R$33.05
|
R$36.40
|
(iii)
Minimum, average and maximum quote each month, in the last six months.
Month
|
Minimum
|
Average
|
Maximum
|
October/2017
|
R$13.30
|
R$14.52
|
R$15.20
|
September/2017
|
R$11.55
|
R$12.84
|
R$14.60
|
August/2017
|
R$11.29
|
R$11.80
|
R$12.75
|
July/2017
|
R$10.42
|
R$11.30
|
R$12.25
|
June/2017
|
R$9.93
|
R$10.73
|
R$11.35
|
2
Base date: 11/01/2014. Adjusted for reverse split and dividends, not adjusted for Tenda separation
3
Adjusted for reverse split and dividends, not adjusted for Tenda separation
(iv)
Average quote of last 90 days
4
.
Average: R$13.15
(m)
Inform the share issue prices in capital increases made over the last three years.
Not applicable, since capital has not been increased over the last three years.
(n)
Submit percentage of potential dilution resulting from the issue.
Considering that the Company’s shareholders shall be entitled to preemptive right in the subscription of new shares, if shareholders fully exercise their preemptive rights, the Capital Increase shall not result in any dilution of current shareholders.
If shareholders decide not to exercise their preemptive right in the subscription of new shares, the potential dilution resulting from the Capital Increase, considering the subscription of minimum and maximum amounts of the Capital Increase shall be 32.2% and 41.6%, respectively.
(o)
Inform the terms, conditions and how shares issued will be subscribed and fully paid.
Holders of the Company’s shares shall be entitled to preemptive right in the subscription of new shares, may subscribe or assign their preemptive right so that third parties subscribe amount of shares proportional to these shareholders’ equity interest in the Company.
The term to exercise the preemptive right shall be 30 consecutive days (“
Initial Period of Preemptive Right
”), and may be extended by decision of the Board of Directors, as long as notice to shareholders is published informing on such extension.
Payment of new shares shall be made upon their subscription, in cash.
Shares issued by the Company acquired as of December 12, 2017, inclusive, shall not be entitled to preemptive right by acquiring shareholder, and shall be traded “ex” subscription rights.
Observing the procedures set out by Itaú Unibanco S.A. (“
Itaú
”), the financial institution in charge of bookkeeping of shares issued by the Company and B3 S.A. – Brazil, Stock Exchange and OTC (“
B3
”), the right to subscription may be exercised as of the commencement of Initial Period of Preemptive Right by shareholders, or by assignees of preemptive right for subscription, and those shareholders with shares held under the custody of B3 shall exercise it through their custody agent and those shareholders registered
at Itaú by means of (i) execution
of applicable documents in any Itaú’s branch and (ii) payment of subscription
price and the completion of respective subscription list.
Since the subscription right cannot be exercised by holders of the American
Depositary Shares (“
ADSs
”) program, Citibank N.A., in its capacity as
depositary institution of the Company’s ADSs program, shall endeavor reasonable
commercial efforts to sell the Preemptive Rights assigned to the holders of ADSs,
distributing the proceeds obtained with the sale amongst ADSs holders as
provided for in the ADSs Deposit Agreement.
Additional information on the Initial Period of Preemptive Right
shall be disclosed by the Company by means of a notice to shareholders to be
appropriately disclosed.
(p)
Inform if shareholders shall have
preemptive right to subscribe the new shares issued and detail the terms and
conditions to which such right is subject.
The Company’s shareholders shall be entitled to preemptive right to
subscribe new shares, pursuant to Article 171 of Law No. 6.404/76, based on the
shareholders’ equity interest at the closing trading session of B3 on the date
of the Extraordinary Shareholders’ Meeting to resolve on the Capital Increase.
In view of current ownership structure of the Company, each common
share shall confer to its holder the right to subscribe 0.
7388849
common shares issued in the
Capital Increase.
Since the subscription right cannot be exercised by holders of the ADSs
program, Citibank N.A., in the capacity as the depositary institution of the
Company’s ADSs program, shall endeavor reasonable commercial efforts to sell
the Preemptive Rights assigned to the holders of ADSs, distributing the
proceeds obtained with the sale amongst the holders of ADSs as provided for in
the ADSs Deposit Agreement.
(q)
Inform the Management’s proposal for the
treatment of any unsold shares.
After the end of Initial Period of Preemptive Right, in case of unsubscribed
shares, shareholders or assignees of preemptive rights who expressed their
interest in booking unsold shares in the respective subscription list shall
have a term, to be established in notice to shareholders on the unsubscribed
shares after the Initial Period of Preemptive Right, to subscribe these unsold
shares, by means of the signature of a new subscription list (“
First
Additional Period of Preemptive Right
”).
After the end of the First Additional Period of Preemptive Right, in
case of any unsubscribed shares, shareholders or assignees of preemptive rights
who expressed their interest in booking unsold shares in the respective
subscription list shall have a new term, to be defined in notice to
shareholders on the unsold shares, after the First Additional Period of
Preemptive Right, to subscribe these unsold shares, by means of the signature
of a new subscription list (“
Second Additional Period of Preemptive Right
”).
Additional information on the First Additional Period of Preemptive
Right and on the Second Additional Period of Preemptive Right shall be
disclosed by the Company, by means of notice to shareholders, after the end of
Initial Period of Preemptive Right and the First Additional Period of
Preemptive Right, respectively.
(r)
Describe in detail the procedures to be
adopted, if partial ratification of capital increase can be estimated.
If full subscription of Capital Increase is not materialized until
the end of the Second Additional Period of Preemptive Right, the Board of
Directors, provided that the Minimum Subscription is achieved, may partially ratify
the Capital Increase.
In this assumption, the unsubscribed shares after the end of the
Second Additional Period of Preemptive Right shall be canceled and the Board of
Directors will definitively ratify the Capital Increase, observing the
conditions and the procedures foreseen below.
In the assumption of partial ratification of the Capital Increase,
additional term shall not be granted for reconsideration of subscription
decision. The underwriter, however, shall be entitled to subscription right
conditioned to the Capital Increase. Therefore, the underwriter, upon
subscription, shall indicate if, once implemented the condition foreseen,
intends to receive (i) 100% of shares subscribed by him or (ii) the
amount corresponding to the ratio between the total number of shares
effectively subscribed and the maximum number of shares originally approved to
be issued in the Capital Increase, assuming, in the lack of manifestation, the
underwriter’s interest in receiving all subscribed shares.
The underwriter whose condition for subscription foreseen in
respective subscription list is not implemented, shall receive the amount fully
paid by him, without monetary adjustment, fully or partially, as per option
indicated in the respective subscription list.
(s)
If share issue price is, fully or
partially realized in assets (i) Submit full description of the assets;
(ii) Clarify the ratio between the assets incorporated into the company’s
equity and their corporate purpose; and (iii) Provide a copy of the
valuation report on the assets, if available;
Not applicable.
6.
In case of capital increase by means of
capitalization of profits or reserves
Not applicable.
7.
In case of capital increase by conversion of debentures
or other debt instruments into shares or by exercise of warrants
Not applicable.
8.
The provisions of items 1 to 7 of this Exhibit
shall not apply to the capital increases deriving from stock option plan, in
this case, issuer shall inform: (a) the date of the shareholders’ general
meeting when the stock option plan was approved; (b) the capital increase
and new capital stock amounts; (c) the number of shares issued of each
type and class; (d) the issue price of new shares; (e) the quote of
each type and class of shares of the issuer on the markets these are traded,
identifying: (i) the minimum, average and maximum quote each year in the last
three years, (ii) the minimum, average and maximum quote each quarter in
the last two years, (iii) the minimum, average and maximum quote each
month in the last six months; and (iv) the average quote of the last 90 days;
and (f) the percentage of potential dilution resulting from the issue.
exhibit I.4 – fiscal council’s report
GAFISA S.A.
CNPJ/MF n
°
01.545.826/0001-07
NIRE 35.300.147.952
Publicly-held Company
Fiscal Council Report
Under the terms of discussions maintained at the meeting held on this date, the Fiscal Council of
Gafisa S.A.
, in the exercise of its legal and statutory duties, in compliance with provisions of Article 163, III and Paragraph 3 of Law No. 6.404/76, gives its favorable opinion on the approval by the Company’s shareholders, at the Extraordinary Shareholders’ Meeting, of proposal to increase the Company’s capital approved at the Board of Directors’ Meeting held on this date, in the total amount of up to three hundred million Reais (R$300,000,000.00), and partial ratification is possible in case of subscription of, at least, two hundred million and ten Reais (R$200,000,010.00), by means of the issue for private subscription of at least, thirteen million, three hundred, thirty-three thousand, three hundred and thirty-four (13,333,334) and, at most, twenty million (20,000,000) non-par, registered, book-entry, new common shares, at a price per share of fifteen Reais (R$15.00) based on Article 170, Paragraph 1, item III of Law No. 6.404/76, of which one centavo of Real (R$0.01) per share shall be allocated to the capital stock and fourteen Reais and ninety-nine centavos (R$14.99) per share to the capital reserve, pursuant to Article 182, Paragraph 1, “a”, of Law No. 6.404/76.
São Paulo, November 9, 2017.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 13, 2017
Gafisa S.A.
|
|
|
By:
|
|
|
Name: Sandro Gamba
Title: Chief Executive Officer
|
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