SÃO PAULO, Dec. 31, 2020
/PRNewswire/ -- Itaú Unibanco Holding S.A. ("Itaú Unibanco"
or "Company"), in accordance with Article 157, paragraph 4, of Law
No. 6,404/1976 ("Brazilian Corporate Law"), and CVM Instruction No.
358/2020, both as amended, and Article 3 combined with Attachment 3
to CVM Instruction No. 565/2015, announces to its stockholders and
the market in general, in line with the Material Facts disclosed on
November 3 and 26, 2020, that, as of
this date, the Company's Board of Directors called the
Extraordinary General Stockholders' Meeting ("ESM") to be held on
January 31, 2021, according to the
Call Notice disclosed as of this date, to resolve on the proposal
for a corporate restructuring aimed at segregating Itaú Unibanco
conglomerate's business line related to the equity interest in XP
Inc.'s capital stock ("XP"), a company headquartered in the
Cayman Islands and listed on
Nasdaq, represented by two hundred twenty-six million, five hundred
twenty-three thousand, three hundred four (226,523,304) shares
issued by XP, equivalent, as of September
30, 2020, to 41.05% of the capital of the latter, to a new
company ("Newco") to be incorporated on the date the ESM is held
through spin-offs involving the Company ("Transaction"), under the
terms and conditions set forth in the protocol and justification
for the Transaction, disclosed by the Company as of the same date
("Protocol and Justification").The percentage of XP's capital stock
to be held by Newco after the Transactions represents, as of this
date, 40.52%, taking into account XP's recent capitalization.
1. Identification of the companies involved in the
Transaction and summarized description of their activities
Itaú Unibanco Holding S.A., a publicly-held company enrolled
with the Corporate Taxpayer's Registry of the Ministry of Finance
(CNPJ/MF) under No. 60.872.504/0001-23, with its articles of
association duly filed with the São Paulo
State Board of Trade (JUCESP) under NIRE No. 35.3.0001023-0,
and registered before the Brazilian Securities and Exchange
Commission ("CVM") under No. 19348, headquartered at Praça Alfredo
Egydio de Souza Aranha, 100, Torre
Olavo Setubal, Piso Itaú Unibanco, Parque Jabaquara, City of São
Paulo, State of São Paulo, and its corporate purpose is the banking
activity in all its authorized forms, including foreign exchange
transactions. In addition to being a financial institution, the
Company is a holding company that controls many companies of the
Itaú Unibanco Conglomerate.
Itaú Unibanco S.A., a closely-held company enrolled with the
Corporate Taxpayer's Registry of the Ministry of Finance (CNPJ/MF)
under No. 60.701.190/0001-04, with its articles of association duly
filed with the São Paulo State Board
of Trade (JUCESP) under NIRE No. 35.3.00023978, headquartered at
Praça Alfredo Egydio de Souza
Aranha, 100, Torre Olavo Setubal, Parque Jabaquara, City of
São Paulo, State of São Paulo, and its corporate purpose is the
banking activity in all its authorized forms, including foreign
exchange transactions. Itaú Unibanco S.A. is a wholly-owned
subsidiary of the Company.
ITB Holding Brasil Participações Ltda., a limited liability
company enrolled with the Brazilian Individual Taxpayers' Registry
of the Ministry of Finance (CNPJ/MF) under No. 04.274.016/0001-43,
with its articles of association duly filed with the São
Paulo State Board of Trade (JUCESP)
under NIRE No. 35.2.1922828-0 ("ITB Holding"), headquartered at
Praça Alfredo Egydio de Souza
Aranha, 100, Torre Conceição, 7º andar, Parque Jabaquara,
City of São Paulo, State of São Paulo, and its corporate purpose is
to hold equity interest in other companies in Brazil and abroad with the main purpose of
coordinating their operational activities through studies,
analyses, and suggestions on operating policies and projects for
expansion and raising of funds required. ITB Holding has Itaú
Unibanco S.A. and the Company as its sole stockholders, at the
proportion of 99.9999995% and 0.0000005%, respectively.
2. Description and purpose of the Transaction
The Transaction comprises the following steps:
(i) the partial spin-off of ITB
Holding, carried out as of this date, with the transfer of the
spun-off portion to Itaú Unibanco S.A., which is solely represented
by two hundred twenty-six million, five hundred twenty-three
thousand, three hundred four (226,523,304) shares issued by XP
("Spun-off Portion") ("ITB Holding Spin-off");
(ii) the partial spin-off of
Itaú Unibanco S.A., with the transfer of the Spun-off Portion to
the Company, as approved at the Extraordinary General Stockholders'
Meeting of Itaú Unibanco S.A. held as of this date ("Itaú Unibanco
S.A. Spin-off") and subject to the approval from the Company's ESM
called in this date and to be held on January 31, 2021; and
(iii) the partial spin-off
of the Company, to be resolved on at the ESM called in this date to
be held on January 31, 2021, with the
transfer of the spun-off stockholders' equity, composed of the
Spun-off Portion plus the amount corresponding to ten million
Brazilian reais (R$ 10,000,000.00)
("Company's Spun-off Portion), to Newco, the company to be
incorporated on the same date of the ESM, and the assignment to the
Company's stockholders of 4,958,290,359 common and 4,845,844,989
preferred shares issued by Newco, in the same number, type and
proportion of the shares held by these stockholders in the Company
itself ("Company Spin-off"), complying with item 9 below.
The purpose of the Transaction is segregating Itaú Unibanco
conglomerate's business line related to the investment in XP into
Newco, so that the Company's stockholders also become Newco's
stockholders and hold the same number, type and proportion of the
shares they hold in the Company itself.
3. Main benefits, costs and risks of the
Transaction
3.1.Main benefits
After the Transaction is implemented, the Company's stockholders
will receive equity interest in Newco, in the same number, type and
proportion of the shares they hold in the Company. Accordingly, the
Company's stockholders will continue to hold the same equity
interest they currently do in the Company and will also become
stockholders of Newco, whose sole asset will be the investment in
XP. This will enable the Company and Newco to operate
independently, with well-defined business goals, and also the
Company's stockholders to hold shares issued by both companies,
thus being assured a more direct interest in the investment in XP,
in a scenario of increased liquidity and with the possibility to
increase the market value of their investments. The main benefit of
the Transaction is the potential value creation to the Company's
stockholders.
3.2.Costs
The costs involved in carrying out and implementing the
Transaction are estimated at approximately thirteen million
Brazilian reais (R$ 13,000,000.00),
including expenses on publication of corporate acts and fees
payable to independent auditors, appraisers, and other
professionals engaged to assist the Transaction.
3.3.Risks
Considering that (i) the Company already indirectly holds 100%
of the shares issued by ITB Holding and that the Company already
directly holds 100% of the shares issued by Itaú Unibanco S.A. and,
therefore, in the ITB Holding Spin-off, the merger into Itaú
Unibanco S.A. of the Spun-off Portion refers to the merger of the
stockholders' equity already indirectly held by the Company; (ii)
in the Itaú Unibanco S.A. Spin-off, the merger into the Company of
the Spun-off Portion refers to the merger of the stockholders'
equity already indirectly held by the latter; (iii) in the Company
Spin-off, the Company's Spun-off Portion will be transferred to
Newco, the company to be incorporated with the same stockholding
base of the Company; and (iv) Newco's activities will be restricted
to the ownership of the investment in XP, which is currently
indirectly held by the Company, and the Company understands that
the Transaction will not increase its risk exposure or impact its
activities, the securities it issues and the risks to which
stockholders, investors and stakeholders of the Company are already
exposed. Accordingly, the Company identifies no risk factors other
than those described in "Section 4" of its Reference Form.
As financial institutions, the Company and Itaú Unibanco S.A.
are subject to the rules issued by the National Monetary Council
("CMN") and to the rules and inspection by the Central Bank of
Brazil. In this regard, the
intended Transaction is dependent upon the approval from the
Central Bank of Brazil, in
accordance with CMN Resolution No. 4,122/2012.
Additionally, there are risks associated with price variations
in shares issued by the Company and, in due course, by Newco, after
it starts trading its own shares, and these risks are inherent in
capital markets and incurred by all Company's stockholders, who
will also be Newco's stockholders.
4. Ratio of exchange of shares and criteria for
its set-up
The Transaction will not involve share exchange as the Spun-off
Portion is already included in the Company's stockholders' equity,
and the Company already holds, directly or indirectly, the totality
of the capital stock of ITB Holding and Itaú Unibanco S.A.
Accordingly, the merger of the Spun-off Portion into the Company
will not result in increase in the Company's capital or the issue
of new shares.
Regarding the partial spin-off of the Company, with the
resulting capital reduction and transfer of its Spun-off Portion to
Newco, the Company's stockholders will receive shares issued by
Newco in the same number, type and proportion of the shares held by
these stockholders in the Company.
5. Main assets and liabilities making up each
portion of the stockholders' equity, in case of a
spin-off
The Spun-off Portion, whose net book value determined by
PricewaterhouseCoopers Auditores Independentes ("Appraiser") is
eight billion, five hundred eighty-five million, four hundred
twenty-three thousand, eight hundred sixty-two Brazilian reais and
eighty-five cents (R$ 8,585,423,862.85), as of September 30, 2020, is made up solely of the
equity interest in XP's capital stock, corresponding to two
hundred twenty-six million, five hundred twenty-three thousand,
three hundred four (226,523,304) shares of its own issue.
The Company's Spun-off Portion is made up of the Spun-off
Portion plus the amount in cash corresponding to ten million
Brazilian reais (R$ 10,000,000.00),
to be transferred to Newco's cash to support its initial
transactions and the Listing processes (described in item 9
below).
6. Whether the transaction was or will be
submitted to approval from Brazilian or foreign authorities
The intended Transaction is subject to approval by the Central
Bank of Brazil, in accordance with
CMN Resolution No. 4,122/2012, and from CADE, the Brazilian
anti-trust authority, in accordance with Article 90, item II, of
Law No. 12,529/2011, and from regulatory authorities in
the United States and in the
United Kingdom regarding the
inclusion of Newco in XP stockholding network.
7. In transactions involving parent companies,
subsidiaries or companies under common control the share exchange
ratio is calculated in accordance with Article 264 of Brazilian
Corporate Law
In the ITB Holding Spin-off, the appraisal provided for in
Article 264 of Brazilian Corporate Law is not required, given the
absence of minority stockholders and the lack of share exchange
or capital increase in the corresponding new company.
In the Itaú Unibanco S.A. Spin-off, the appraisal provided for
in Article 264 of Brazilian Corporate Law is not required, given
the absence of minority stockholders and the lack of share exchange
or capital increase in the corresponding new company.
In the Company Spin-off, the preparation of the appraisal report
addressed by Article 264 of Brazilian Corporate Law is not
applicable, given that it is a spin-off transaction of its own and
also because Newco's stockholding base should have the same
stockholding structure of the Company, since the Company's
stockholders will receive the same number and type of shares issued
by Newco.
8. Application of right of dissent and
reimbursement amount
No right of dissent will be provided to the Company's
stockholders arising from the Spin-off of the Company, since the
Transaction will not result in (i) change of the Company's
corporate purpose; (ii) reduction in mandatory dividend; or (iii)
interest in a group of companies, as provided for in Articles 136
and 137 of Brazilian Corporate Law.
As provided for in Article 223 of Brazilian Corporate Law, the
term for having Newco's shares admitted to trading on the secondary
market is one hundred twenty days (120) from the date of the ESM,
and in case of noncompliance stockholders will be entitled to
withdraw from Newco, with the net book value of its shares being
reimbursed within thirty (30) days following the end of such
term.
9. Miscellaneous
Newco will submit a request (i) for registration as a
publicly-held company in the "A" category before the Brazilian
Securities and Exchange Commission (CVM), in accordance with CVM
Instruction No. 480/2009, (ii) so that its shares are listed on B3
S.A.– Brasil, Bolsa, Balcão; and (iii) so that its American
Depositary Receipts ("ADRs") are listed on the New York Stock
Exchange - NYSE (jointly referred to as the "Listings").
The distribution of Newco's shares and ADRs to the stockholders
and holders of ADRs of the Company, as a result of the Company
Spin-off, will take place after the Listings, according to the
cut-off date and the procedures to be informed in due course.
The shares issued by the Company will continue to be traded with
the right to receive the shares issued by Newco until the cut-off
date, which, once determined, will be informed to the market
through a Notice to Stockholders.
Nevertheless, the Transaction, that is, the legal and accounting
segregation of the Company and Newco, will come into force on the
date it is approved by stockholders at the Extraordinary General
Stockholders' Meeting (ESM), provided that all previously required
authorizations are obtained by said date.
The Protocol and Justification, the Appraisal Report of the
Company's Spun-off Portion, and other information and documents
related to the Transaction, including those required by Attachments
20-A and 21 to CVM Instruction No. 481/2009, are attached to the
ESM Manual, disclosed as of this date, and are available to the
Company's stockholders at its head office, on the Company's
Investor Relations website
(www.itau.com.br/relacoes-com-investidores), and on the websites of
CVM (www.cvm.gov.br) and B3 (www.b3.com.br).
RENATO LULIA
JACOB
Head of Investor Relations and Market
Intelligence
Itaú Unibanco – Comunicação
Corporativa
(11) 5019-8880 / 8881 –
imprensa@itau-unibanco.com.br
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SOURCE Itaú Unibanco Holding S.A.