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Form
20-F
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x
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Form
40-F
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o
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Yes
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o
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No
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x
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Yes
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o
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No
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x
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Yes
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o
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No
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x
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| (i) |
Size
of the Offering Program:
R$
1.000,000,000.00 (one billion
Reais);
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| (ii) |
Term
of the Offering Program:
2
(two) years from the date of the filing of the Offering Program with
CVM;
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| (iii) |
Securities
to be offered under the Offering Program:
simple debentures, unsecured and/or secured and/or subordinated,
non-convertible into shares issued by the Company. The other
characteristics of the debentures to be issued by the Company under
the
Offering Program, as well as the terms and conditions of each public
offering of debentures, shall be defined by the Company at the time
it
makes each public offering of debentures under the Offering
Program.
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| (i) |
Number
of Series:
the Issuance shall be made in two
series;
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| (ii) |
Issuance
Date:
for all purposes of law, the issuance date of the Debentures shall
be May
5th,
2008 (“Issuance Date”);
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| (iii) |
Par
Value:
the Debentures’ par value on the Issuance Date shall be R$ 10,000.00 (ten
thousand Reais) (“Par
Value”);
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| (iv) |
Number
of Instruments:
20.000 (twenty thousand) Debentures shall be issued, being 10.000
(ten
thousand) Debentures of the 1st
series (“Debentures of the 1st
Series”) and 10.000 (ten thousand) Debentures of the 2nd
series
(“Debentures of the 2nd
Series”);
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| (v) |
Aggregate
Amount of the Issuance:
on
the Issuance Date the aggregate amount of the Issuance shall be equal
to
R$ 200.000.000,00 (two hundred million
Reais);
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| (vi) |
Term
and Maturity:
the Debentures shall be in force for 10 (ten) years from the Issuance
Date
and therefore shall mature on May 5th,
2018 (“Maturity
Date”);
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| (vii) |
Form:
The form of the Debentures shall be
registered;
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| (viii) |
Type
and Convertibility:
the Debentures shall be unsecured, non-convertible into shares issued
by
the Company;
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| (ix) |
Yield:
the yield on the Debentures shall comprise interest from the Issuance
Date
accruing on the non-redeemed Par Value, corresponding to 107,20%
of the
average daily rates of one day DI - Interfinancial Deposits, Extra
Group,
expressed as an annual percentage, on the basis of 252 (two hundred
and
fifty two) business days, calculated and informed by CETIP - Câmara de
Custódia e Liquidação (“CETIP”) on the Daily Informative (Informativo
Diário)
available on its internet page (http://www.cetip.com.br) and in the
newspaper “Gazeta Mercantil”, national edition, or, in the absence
thereof, in another newspaper with a broad general circulation (“Yield”).
The Yield shall be due semi-annually on the following dates: November
5th,
2008, May 5th,
2009, November 5th,
2009, May 5th,
2010, November 5th,
2010, May 5th,
2011, November 5th,
2011, May 5th,
2012, November 5th,
2012, May 5th,
2013, November 5th,
2013, May 5th,
2014, November 5th,
2014, May 5th,
2015, November 5th,
2015, May 5th,
2016, November 5th,
2016, May 5th,
2017, November 5th,
2017 and on the Maturity Date, May 5th,
2018;
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| (x) |
Subscription
Price and Form of Subscription Payment:
the Debentures shall be subscribed for at their Par Value plus the
Yield,
calculated pro
rata temporis
from the Issuance Date until the actual subscription and subscription
payment. The subscription payment for the Debentures shall be made
in
national current currency, at sight, at the time of
subscription;
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| (xi) |
Scheduled
Redemption:
the Par Value of the Debentures shall not be subject to scheduled
redemption and shall be paid by the Company on the Maturity
Date;
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| (xii) |
Unscheduled
Redemption and Payment in Advance of the Yield:
the Company reserves the right to redeem the outstanding Debentures
outside of schedule after May 5th,
2009 by publishing a “Notice to the Holders of the Debentures” at least 10
(ten) business days prior to the date intended for redemption payment.
Unscheduled redemption may be in total or in part, in accordance
with the
non-redeemed Par Value plus a premium equal to 0.49%. The unscheduled
redemption dealt with in this item (xii) shall be in respect of all
outstanding Debentures, in the same
proportion;
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| (xiii) |
Optional
Purchase:
the Company shall be entitled at any time to purchase outstanding
Debentures for a price not greater than the non-redeemed Par Value
plus
the Yield, calculated pro
rata temporis
from the Issuanced Date or the latest Yield payment date, as the
case may
be, until the date of actual purchase, in accordance to article 55,
2nd
paragraph, of Law no. 6404/76. The Debentures subject of optional
purchase
by the Company may be cancelled, kept in the Company’s treasury or traded
in the market;
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| (xiv) |
Scheduled
Renegotiation:
the Debentures shall be subject of scheduled renegotiation, provided
that
the Debentures of 1st
Series shall be subject of renegotiation on November 5th,
2012 (“First Scheduled Renegotiation”) and the Debentures of 2nd
Series
shall be subject of renegotiation on November 5th,
2013 (“Second Scheduled Renegotiation”, being the First Scheduled
Renegotiation and the Second Scheduled Renegotiation referred to
as
“Renegotiation Date”). The following matters may be subject of
renegotiation on the Renegotiation Date: a) the yield applicable
to the
Debentures; and/or b) Debentures acceleration term; and/or c) the
acceleration events of the Debentures, including the financial indices
and
limits to be provided in the deed for the Issuance of the Debentures
(“Issuance Deed”); e/or d) the percentage regarding to the premium to be
paid by the Company in case of unscheduled redemption of the Debentures
according to item (xii) above. The holders of the Debentures who
do not
accept the new conditions of the Debentures shall have the right
of
selling their Debentures to the Company on the Renegotiation Date
by the
Debenture Par Value plus the Yield calculated pro
rata temporis
from the Issuance Date or the Yield payment date immediately before,
as
the case may be, until the relevant Renegotiation Date. The mandatory
acquisition of Debentures by the Company referred to in this item
(xiv)
shall not be increased by incentive of any
kind;
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| (xv) |
Distribution
Plan:
the underwriter shall offer the Debentures publicly on a firm commitment
basis to investors deemed qualified under CVM Instruction no. 409
of 18
August 2004, as amended, provided that the Debentures shall be
preferentially allocated to the underwriter and/or its controlling
shareholders, without prior reservations or the stipulation of minimum
or
maximum lots. The partial distribution of the Debentures shall not
be
permitted and therefore the Offer shall only end upon the subscription
and
payment for subscription of all Debentures distributed in the context
of
the Offer. For the purposes of the provisions contained in article
14,
2nd
paragraph, and article 24 of CVM Instruction no. 400/03, the Issuance
and
the Offer may not be increased at the discretion of the Company or
the
underwriter. In the event that the Offer is not completed for any
reason
the investors who shall have already subscribed and paid for Debentures
shall receive the amounts paid for the subscription of the Debentures
within the period to be indicated in the announcement of the commencement
of the Offer less obligations and taxes due, adjusted in accordance
with
the Yield, calculated pro
rata temporis
from the date of subscription payment until the date of reimbursement
of
the money to the investors;
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| (xvi) |
Trading:
the Debentures shall be registered for (a) distribution in the primary
market through the SDT - Sistema de Distribuição de Títulos, managed by
CETIP on the basis of the policies and guidelines established by
ANDIMA -
Associação Nacional das Instituições do Mercado Financeiro (“ANDIMA”) and
the deals shall be settled and the Debentures shall be held in custody
by
CETIP, and (b) trading in the secondary market through the SND -
Sistema
Nacional de Debêntures, managed by CETIP on the basis of the policies and
guidelines established by ANDIMA and the deals shall be settled and
the
Debentures shall be held in custody by CETIP, and the trading systems
BOVESPA FIX and SOMA FIX, both managed by the Bolsa de Valores de
São
Paulo S.A. - BVSP and the deals shall be settled and the Debentures
shall
be held in custody by the Companhia Brasileira de Liquidação e Custódia -
CBLC (“CBLC”). The Debentures shall be submitted to the clearing and
settlement controls of CETIP or CBLC, as the case may
be;
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| (xvii) |
Place
of Payment:
the payments to which the Debentures are entitled shall be made using
the
procedures adopted by CETIP or CBLC, as the case may be, or, in case
of
Debentures which are not held in custody by the above mentioned systems,
the payments shall be made through the financial institution retained
by
the Company as Issuance’s mandated bank;
and
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| (xviii) |
Acceleration:
the following events shall be deemed acceleration events in respect
of the
Debentures: (a) submission of a proposal for judicial or out of
court
recovery, voluntary bankruptcy or a request for declaration of
bankruptcy
or, additionally, any other similar procedure that may be created
by law,
requested by or declared against the Company; (b) default by the
Company
on the payment of the Par Value and/or the Yield and/or any other
amounts
due to the holders of the Debentures on the relevant due dates,
which is
not remedied within 2 (two) calendar days following the relevant
due date;
(c) default in respect of any pecuniary obligation provided in
the
Issuance Deed which is not described in item (b) above, if not
remedied
within 10 (ten) calendar days after a notice in writing is sent
to the
Company by the trustee (agente
fiduciário)
of the Issuance; (d) non-fulfillment on the part of the Company
of any
non-pecuniary obligation provided in the Issuance Deed, if not
remedied
within 30 (thirty) calendar days following a notice in writing
is sent to
the Company by the trustee (agente
fiduciário)
of the Issuance; (e) protest of instruments with a single or aggregate
amount of no less than R$ 10,000,000.00 (ten million Reais) for
the
payment of which the Company is liable, even if as a guarantor/surety,
if
not remedied within 10 (ten) calendar days. The amount mentioned
in this
line (e) shall be monetarily adjusted from the Issuance Date in
accordance
with the Índice
Geral de Preços de Mercado,
calculated and informed by the Fundação
Getúlio Vargas (“IGPM”);
(f) default under or acceleration of any indebtedness of the Company
in an
amount greater than R$ 10,000,000.00 (ten million Reais), without
the
appropriate questioning by the Company or evidence of payment of
the
so-deemed defaulted obligation. The amount mentioned in this line
(f)
shall be monetarily adjusted from the Issuance Date in accordance
with the
IGPM; (g) sale, dispossession, seizure or any other form of disposal
by
the Company of fixed assets in an amount equal to, or greater than,
R$
20,000,000.00 (twenty million Reais) which may affect its economic
and
financial capability; (h) conversion of the Company into a limited
liability company, pursuant to articles 220 of Law no. 6404/76;
(i) change
of the rating originally assigned to the Debentures to a rating
below
“BBB” from Standard & Poor’s or Fitch Rating (“Rating Agencies”), in a
national scale. In case the Rating Agencies cease their activities
in
Brazil or, for any other reason, are prevented of issuing rating
reports
regarding the Debentures, the Company may (1) request a rating
report to
other rating agency equivalent to the Rating Agencies, with global
prestige; or (2) summon a Creditors' General Meeting to define
the new
rating agency to be responsible for the preparation of the Debentures
rating reports; (j) excepted if authorized by the Debenture holders
in
accordance to the quorum established in the Issuance Deed, payment,
by the
Company, of dividends, interest on its capital or any other participation
on profits provided in its by laws where the Company is in default
towards
the holders of the Debentures, save, however, the payment of the
compulsory minimum dividend provided for in article 202 of Law
no.
6404/76; (k) change or modification of the object of the Company
in such a
way that the Company’s activities are no longer those of a real estate
developer and building company; (l) (i) non renewal, annulment,
revocation
or suspension of authorizations and licenses, including environmental
ones, that, according solely to the Company, are considered relevant
and such non renewal, annulment, revocation or suspension may cause
a
relevant adverse result on the regular exercise of its activities
and/or
the activities of any of its subsidiaries, except if, within 15
days from
its non renewal, annulment, revocation or suspension, the Company
verifies
the existence of jurisdictional ruling in favor of continuing the
Company's regular activities, until the authorization or license is
renewed or granted; (m) while there are outstanding Debentures,
non-observation, by the Company, of certain financial indices and
limits
provided in the Issuance Deed; and (n) other events which may be
identified during the process of due diligence of the Company,
referred to
in the Issuance Deed. In the event of the acceleration of the Debentures,
the Company shall pay the balance of the non-redeemed Par Value
of the
Debentures plus the Yield, calculated pro
rata temporis
since the Issuance Date or the date of the latest payment of Yield,
as the
case may be, until the date of actual payment, which shall take
place by
the deadline provided in the Issuance Deed. The debentures the
subject
matter of this procedure shall necessarily be cancelled by the
Company.
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