FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of February, 2016
Brazilian Distribution Company
(Translation of Registrant’s Name Into English)
Av. Brigadeiro Luiz Antonio,
3142 São Paulo, SP 01402-901
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 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 the registrant by furnishing the information contained in this Form 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
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
CNPJ/MF 47.508.411/0001-56
NIRE 35.300.089.901
INFORMATION ON CAPITAL INCREASE DUE TO THE COMPANY’S STOCK OPTION PLAN APPROVED BY THE BOARD OF DIRECTORS IN MEETING HELD ON FEBRUARY 24th, 2016
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 this date, 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 May 9, 2014 our shareholders approved, in an Extraordinary Shareholders Meeting (i) discontinuing the Stock Option Plan “Ações com Açúcar” (“Former Stock Option Plan”), which had been approved in an Extraordinary Shareholders Meeting held on December 20, 2006, regarding the granting of new stock options, without prejudice to stock options already granted which remained in force under the same terms and conditions; (ii) the creation of a Stock Option Plan and its standard option agreement (“Stock Option Plan”); and (iii) the creation of a Compensation in Stock Option Plan and its standard option agreement (“Compensation Plan”, alongside with the Old Stock Option Plan and the Stock Option Plan, the “Plans”). The Stock Option Plan and the Compensation Plan had amendments to them approved at the Annual and Special General Meeting held on April 24th, 2015. All shares issued in the capital increase approved herein derive from the Plans.
2. Amount of the capital increase and new capital stock
The approved capital increase is of R$ 240,431.90 (two hundred forty thousand four hundred thirty-one Reais and ninety cents).
The Company’s capital stock after the increase sums up to the total amount of R$ 6,806,369,788.69 (six billion eight hundred six million three hundred sixty-nine seven-hundred eighty-eight Reais and sixty-nine cents).
3. Number of shares issued of each type and class
This capital increase comprises the issuance of seven thousand three hundred eighty-five (7,385) preferred shares.
4. Issuance price of the new shares
(i) exercise of series A6 Silver: R$ 64.13
(ii) exercise of series A6 Gold: R$ 0.01
(iii) exercise of series B1: R$ 0.01
(iv) exercise of series B2: R$ 0.01
5. Price of each type and class of the issuer’s shares in the markets in which they are traded:
Preferred Shares (PCAR4)
a) minimum, average and maximum price in each year for the last three (3) years
|
2015 |
2014 |
2013 | |
|
Average |
R$ 74.98 |
R$ 103.46 |
R$ 102.20 |
|
Maximum |
R$ 102.69 |
R$ 115.00 |
R$ 114.70 |
|
Minimum |
R$ 41.19 |
R$ 92.30 |
R$ 88.67 |
2
b) minimum, average and maximum price in each quarter of year for the last two (2) years
|
4Q15 |
3Q15 |
2Q15 |
1Q15 |
4Q14 |
3Q14 |
2Q14 |
1Q14 | |
|
Average |
R$ 50.09 |
R$ 65.43 |
R$ 90.71 |
R$ 93.74 |
R$ 103.12 |
R$ 109.80 |
R$ 104.49 |
R$ 96.41 |
|
Maximum |
R$ 58.80 |
R$ 75.30 |
R$ 102.69 |
R$ 98.90 |
R$ 112.00 |
R$ 115.00 |
R$ 109.09 |
R$ 103.65 |
|
Minimum |
R$ 41.19 |
R$ 48.76 |
R$ 73.30 |
R$ 88.47 |
R$ 95.80 |
R$ 102.39 |
R$ 99.95 |
R$ 92.30 |
c) minimum, average and maximum price in each month for the last six (6) months
|
jan/16 |
dec/15 |
nov/15 |
oct/15 |
sep/15 |
aug/15 | |
|
Average |
R$ 36.05 |
R$ 45.17 |
52,90 |
R$ 52.23 |
R$ 57.56 |
R$ 66.05 |
|
Maximum |
R$ 40.67 |
R$ 48.38 |
54,52 |
R$ 58.80 |
R$ 64.40 |
R$ 72.65 |
|
Minumum |
R$ 32.90 |
R$ 41.19 |
49,00 |
R$ 49.76 |
R$ 48.76 |
R$ 60.55 |
d) average price for the last ninety (90) days
|
Average |
R$ 41.52 |
Common Shares (PCAR3)
The last trading involving ordinary shares issued by the Company was registered in February 23rd, 2016, at a price of R$ 42.40.
6. Percentage of potential dilution resulting from the issuance
Percentage of dilution of 0.46%
3
SIGNATURES
Pursuant to the requirement 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.
| COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO | ||
| Date: February 25, 2016 | By: /s/ Ronaldo Iabrudi Name: Ronaldo Iabrudi Title: Chief Executive Officer | |
| By: /s/ Daniela Sabbag Name: Daniela Sabbag 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 offuture 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.