ASAI Sendas Distribuidora SA

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

_____________________

 

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or

15d-16 of the Securities Exchange Act of 1934

For the month of October 2022

Commission File Number: 001-39928

_____________________

 

Sendas Distribuidora S.A.

(Exact Name as Specified in its Charter)

Sendas Distributor S.A.

(Translation of registrant’s name into English)

Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959, Anexo A

Jacarepaguá

22775-005 Rio de Janeiro, RJ, Brazil

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F:   ý      Form 40-F:   o

(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:   o      No:   ý

(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:   o      No:   ý

 

 

 

 

 

 

 

SENDAS DISTRIBUIDORA S.A.

CNPJ/ME 06.057.223/0001-71

NIRE 3330027290-9

 

 

 

 

 

 

INFORMATION ON CAPITAL INCREASE DUE TO THE COMPANY’S STOCK OPTION PLAN, APPROVED BY THE BOARD OF DIRECTORS IN THE MEETING HELD ON OCTOBER 20^th, 2022.

 

 

 

 

 

In compliance with article 30 of CVM Rule No 480/09, as amended, the Company hereby provides the information required in the Exhibit 30-XXXII of such Rule, regarding the capital increase approved by the Company’s Board of Directors on October 20^th, 2022, due to the exercise of stock options granted to certain employees under the Company’s stock option plans, as follows:

 

1.       Date of the shareholders meeting in which the stock option plan was approved

 

On December 31,2020 our shareholders approved, in an Extraordinary Shareholders Meeting, the creation of a Stock Option Plan (“Stock Option Plan”) and the creation of a Stock Option Compensation Plan (“Compensation Plan”, jointly with the Stock Option Plan, the “Plans”).

 

2.       Amount of the capital increase and new capital stock

 

The approved capital increase is of R$3,311,220.29 (three million, three hundred eleven thousand, two hundred and twenty reais and twenty-nine cents).

 

After the increase, the Company’s capital stock will be changed from the current R$1,258,335,566.67 (one billion, two hundred and fifty-eight million, three hundred and thirty-five thousand, five hundred and sixty-six reais and sixty-seven cents) to R$1,261,646,886.96 (one billion, two hundred and sixty-one million, six hundred and forty-six thousand, eight hundred and eight-six reais and ninety-six cents).

 

3.       Number of shares issued of each type and class

 

The capital increase was approved by means of the issuance of 650,808 (six hundred fifty thousand, eight hundred and eight) common shares.

 

In accordance with the Company’s By-laws, such common shares issued have the same characteristics and conditions and enjoy the same rights, benefits and advantages of other existing common shares issued by the Company, including dividends and other capital’s remuneration that may be declared by the Company.

 

4.       Issuance price of the new shares

 

(i)

exercise of Series C5: 15,587 (fifteen thousand, five hundred and eight-seven) common shares, at the issuance price of R$9.44 (nine reais and forty-four cents) per share;

(ii)

exercise of Series B6: 172,406 (one hundred seventy-two thousand, four hundred and six) common shares, at the issuance price of R$0,01 (one cent) per share;

(iii)

exercise of Series C6: 147,040 (one hundred forty-seven thousand and forty) common shares, at the issuance price of R$10.65 (ten reais and sixty-five cents) per share;

(iv)

exercise of Series B7: 105,967 (one hundred and five thousand, nine hundred and sixty-seven) common shares, at the issuance price of R$0.01 (one cent) per share;

(v)

exercise of Series C7: 135,842 (one hundred thirty-five thousand, eight hundred and forty-two) common shares, at the issuance price of R$7.72 (seven reais and seventy-two cents) per share;

(vi)

exercise of Series B8: 7,616 (seven thousand, six hundred and sixteen) common shares, at the issuance price of R$0.01 (one cent) per share;

(vii)

exercise of Series C8: 10,505 (teen thousand, five hundred and five) common shares, at the issuance price of R$13.39 (thirteen reais and thirty-nine cents) per share;

(viii)

exercise of Series B9: 23,471 (twenty-three thousand, four hundred and seventy-one) common shares, at the issuance price of R$0.01 (one cent) per share;

(ix)

exercise of Series C9: 32,374 (thirty-two thousand, three hundred and seventy-four) common shares, at the issuance price of R$12.53 (twelve reais and fifty-three cents) per share;

 

 

5.       Price of each type and class of the issuer’s shares in the markets in which they are traded:

 

The common shares of the Company (ASAI3) became negotiated from March 1^st, 2021, reason why the Company presents below the prices of the shares from such date.

 

Price	Apr/22	May/22	Jun/22	Jul/22	Aug/22	Sep/22
Avarage	R$ 16.12	R$ 15.48	R$ 15.20	R$ 15.36	R$ 17.57	R$ 18.34
Maximum	R$ 16.39	R$ 15.69	R$ 15.56	R$ 15.61	R$ 17.82	R$ 18.63
Minimum	R$ 15.94	R$ 15.22	R$ 14.93	R$ 15.08	R$ 17.30	R$ 18.32

 

 

Average price for the last ninety (90) days (from July 1^st, 2022, until September 30^th, 2022): R$17.11

 

 

6.       Percentage of potential dilution resulting from the issuance

 

Percentage of dilution of -0.0482443271206501%.

 

SIGNATURES

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: October 20, 2022

Sendas Distribuidora S.A.

 

By: /s/ Daniela Sabbag Papa

Name: Daniela Sabbag Papa

Title: Chief Financial Officer

 

 

By: /s/ Gabrielle Helú

Name: Gabrielle Helú

Title: Investor Relations Officer

 

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.