Brasil Business news

AES : Materials Reality – Merger of Tucano by AES Brasil







AES BRASIL ENERGIA S.A.

AES BRASIL OPERAÇÕES S.A.

Publicly Held Firm

Publicly Held Firm

Company Taxpayer ID (CNPJ/MF): 37.663.076/0001-07

Company Taxpayer ID (CNPJ/MF): 00.194.724/0001-13

Firm Registry (NIRE): 35.300.552.644

Firm Registry (NIRE): 35.300.574.290

JOINT MATERIAL FACT NOTICE

AES BRASIL ENERGIA S.A. (“AES Brasil“) and AES BRASIL OPERAÇÕES S.A. (“AES Operações” and, along with AES Brasil, “Corporations“), in compliance with article 157, paragraph 4 of Federal Regulation 6,404 of December 15, 1976, as amended (“Brazilian Companies Regulation“), Decision 44 of August 23, 2021 issued by the Securities and Change Fee of Brazil (“CVM”), as amended (“CVM Decision 44“) and CVM Instruction 565 of June 15, 2015, hereby announce that, on this date, the Boards of Administrators of the Corporations authorised the proposal for partial spin-offof AES Operações and the following merger of the whole Spun-OffAsset (as outlined in merchandise 2.1 beneath) with AES Brasil, pursuant to articles 227 and 229 of the Brazilian Companies Regulation, which will likely be submitted for Shareholder Approvals (as outlined in merchandise 10.2 beneath) (“Transaction“).

OPERATION SUMMARY

The Transaction goals to pay attention greenfield renewable vitality initiatives below AES Brasil with none direct or oblique participation of AES Operações. The proposal for the Transaction consists of the partial spin-off of AES Operações, with the following incorporation, by AES Brasil, of the whole spun-off property of AES Operações, valued utilizing the e book worth technique, of the funding stability of the businesses AES Tucano Holding I S.A. (“AES Tucano I“), AES Tucano Holding II S.A. (“AES Tucano II“) and Tucano F5 Geração de Energias Ltda. (“Tucano F5“) (“Spun-Off Asset”).

Over the previous few years, AES Brasil has been restructuring itself with the intention of optimizing its company and capital construction and concentrating efforts on the renewable vitality technology. In keeping with the restructuring plan authorised in December 2020, the Transaction goals to arrange AES Brasil’s greenfield renewable vitality undertaking growth actions individually from its working investments, as a method of optimizing entry to the capital wanted to finance its progress plans.

1 IDENTIFICATION OF COMPANIES INVOLVED IN THE TRANSACTION AND BRIEF DESCRIPTION OF THEIR ACTIVITIES

  1. AES Brasil
    1. Identification. AES Brasil is a publicly-held firm listed on B3 S.A. – Brasil, Bolsa, Balcão

    2. (“B3“), whose shares are traded on the B3 section known as “Novo Mercado”, with its registered workplace at Avenida Luiz Carlos Berrini, nº 1.376, 12o andar da Torre A – Sala Digitalização, Brooklin Paulista, within the metropolis and state of São Paulo, inscribed within the company taxpayers register of the Ministry of
      Finance (“CNPJ/ME“) below no. 37.663.076/ 0001-07.

    3. Actions. The aim of AES Brasil is: (i) to take part in different firms as a associate, shareholder or quotaholder; (ii) to review, plan, undertaking, produce, market, construct, carry out and function
      1. vitality manufacturing, transmission and advertising and marketing methods, ensuing from the utilization of rivers and different vitality sources, together with, with out limitation to, renewable sources, akin to photo voltaic, wind and biomass, the set up and implementation of initiatives for unbiased vitality manufacturing, operation and upkeep of vegetation, works and associated buildings, along with the acquisition and import of vitality technology tools; (b) dams, gates and different enterprises assigned to the a number of utilization of water and its beds and reservoirs; and (c) analysis and growth plans and applications of latest vitality sources and vectors, instantly or in cooperation with different entities; (iii) to discover, develop, produce, import, export, course of, deal with, transport, load, inventory, bundle, function and keep actions associated to the provision, distribution and advertising and marketing of gas aimed to vitality technology, along with conduct liquefaction and regasification; (iv) present any service; and (v) growth of different associated actions of curiosity to AES Brasil.
  2. AES Operações
    1. Identification. AES Operações is a publicly-held firm, whose total capital inventory is, on this date, instantly held by AES Brasil, listed on B3, whose shares are traded on the B3 section known as

    2. “Primary Phase”, with its registered workplace at Rodovia SP-294 – Comandante João Ribeiro de Barros, Km 348, Distrito Industrial Claudio Guedes Misquiati, CEP 17064-868, within the metropolis of Bauru, state of São Paulo, inscribed within the company taxpayers register of the Ministry of Finance
      (“CNPJ/ME”) below no. 00.194.724/0001-13.

    3. Actions. The aim of AES Operações is: (i) to review, plan, undertaking, produce, market, construct, carry out and function (a) vitality manufacturing, transmission and advertising and marketing methods, ensuing from the utilization of rivers and different vitality sources, together with, with out limitation to, renewable sources, akin to photo voltaic, wind and biomass, along with non-renewable and thermoelectric sources of any nature in anyway, in addition to to carry out any exercise associated to this objective, such because the set up and implementation of initiatives for unbiased vitality manufacturing, operation and upkeep of vegetation, works and associated buildings, along with the acquisition and import of vitality technology tools;
      1. dams, gates and different enterprises assigned to the a number of utilization of water and its beds and reservoirs; and (c) analysis and growth plans and applications of latest vitality sources and

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vectors, instantly or in cooperation with different entities; (ii) to discover, develop, produce, import, export, course of, deal with, transport, load, inventory, bundle, function and keep actions associated to the provision, distribution and advertising and marketing of gas aimed to vitality technology, along with conduct liquefaction and regasification; (iii) present any service, in compliance with the Concession Settlement; and (iv) take part in different firms as shareholder, associate or quota holder, so long as the respective scope of those firms is encompassed in gadgets (i) to (iii) above.

2 DESCRIPTION AND PURPOSE OF THE TRANSACTION

  1. Description
    The proposed Transaction, which can take impact, after the Shareholder Approvals are obtained, solely after the Situations Precedent (as outlined in merchandise 10.3 beneath) are met, consists of the partial spin-off of AES Operações and the following merger of the whole spun-off asset, as indicated in merchandise 6 beneath.
    The Transaction will end in a discount within the internet fairness of AES Operações in an quantity comparable to the e book worth of the Spun-Off Asset, amounting to R$ 758,709,442.59 (seven hundred and fifty-eight million, seven hundred and 9 thousand, 4 hundred and forty-two reais and fifty-nine cents), as per the Valuation Report (as outlined in merchandise 10.1 beneath).
    Contemplating that each one the shares issued by AES Operações are held by AES Brasil, the merger of the Spun- Off Asset with AES Brasil as a part of the Transaction will neither end in a rise within the capital inventory of AES Brasil nor the difficulty of latest shares by AES Brasil, such that there will likely be no dilution within the shareholding of the present shareholders of AES Brasil on account of the Transaction.
  2. Goal of the Transaction
    With the conclusion of the Transaction, as proposed, the greenfield renewable vitality initiatives will likely be concentrated below AES Brasil with no direct or oblique participation by AES Operações. For extra info, see merchandise 3.1 beneath.

3 KEY BENEFITS, COSTS AND RISKS OF THE OPERATION

  1. Advantages
    In recent times, the enterprise group that the Corporations belong to has been restructuring its operations in Brazil so as to optimize its company and capital construction and to focus its efforts on renewable vitality technology. Consistent with the restructuring plan authorised in December 2020, the Transaction is geared toward organizing AES Brasil’s greenfield renewable vitality initiatives individually from its operational investments so as to optimize entry to the capital required to fund its progress plans.
  2. Prices
    The managements of the Corporations estimate that the prices and bills associated to the Transaction will likely be roughly R$ 250,000.00 (2 hundred and fifty thousand reais) for these Corporations collectively, together with bills with publications, auditors, regulators, appraisers, legal professionals and different professionals employed

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to advise on the Transactions. Nevertheless, this quantity doesn’t embody prices associated to acquiring prior consent from collectors.

3.3 Dangers

The managements of the Corporations don’t foresee important dangers in implementing the Transaction apart from these normally inherent to the routine actions of the Corporations and suitable with their measurement and operations.

  1. SHARE EXCHANGE RATIO
    As described in merchandise 2.1 above, the merger of the Spun-Off Asset with AES Brasil as a part of the Transaction will neither end in a rise within the capital inventory of AES Brasil nor the difficulty of latest shares by AES Brasil, since all of the shares issued by AES Operações are held by AES Brasil. On this regard, there isn’t a want to determine any trade ratio between the shares issued by AES Operações and people issued by AES Brasil.
  2. CRITERIA FOR DETERMINING EXCHANGE RATIO
    Not relevant since, as described in merchandise 4 above, there isn’t a want to determine an trade ratio between the shares issued by AES Operações and people issued by AES Brasil.
  3. MAIN ASSETS AND LIABILITIES
    The Spun-Off Asset consists of stability sheet gadgets, within the following quantities, as proven within the Valuation Report, to be disclosed in the end whereas calling for Shareholder Approvals:

Spun-off Asset

(In R$)

Present Property

Non-Present Property

758,709,442.59

Investments

758,709,442.59

AES Tucano I

519,806,821.00

AES Tucano II

178,882,577.66

Tucano F5

60,020,043.93

Complete Property

758,709,442.59

Present Liabilities

Non-Present Liabilities

Internet Fairness

758,709,442.59

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Complete Liabilities and Internet Fairness

758,709,442.59

Word: AES Tucano Holding I S.A. (whose head workplace is inscribed within the CNPJ/ME below no. 33.113.381/0001-74) (“AES Tucano I”), AES Tucano Holding II S.A. (whose head workplace is inscribed within the CNPJ/ME below no. 34.623.550/0001-89) (“AES Tucano II”) and Tucano F5 Geração de Energias Ltda. (whose head workplace is inscribed within the CNPJ/ME below no. 35.805.346/0001-41) (“Tucano F5”)

  1. SUBMISSION OF MERGER TO BRAZILIAN OR FOREIGN AUTHORITIES FOR APPROVAL
    The implementation of the Transaction is topic to prior consent from Brazil’s Nationwide Electrical energy
    Regulatory Company (“ANEEL“), as a result of consequent discount within the capital inventory of AES Operações.
  2. EXCHANGE RATIO CALCULATED ACCORDING TO ARTICLE 264 OF THE BRAZILIAN CORPORATIONS LAW
    All of the shares issued by AES Operações are held by AES Brasil and, therefore, a portion of the funding held by AES Brasil in AES Operações will likely be canceled and changed by the stability sheet gadgets that make up the Spun-Off Asset.
    Since there will likely be no capital enhance at AES Brasil or challenge of latest shares as a part of the Transaction, as described in gadgets 2.1 and 4 above, there will likely be no share trade ratio, making it inconceivable to determine another calculation of mentioned trade ratio envisaged in article 264 of the Brazilian Companies Regulation.
  3. WITHDRAWAL RIGHTS AND REIMBURSEMENT AMOUNT
    For the reason that sole shareholder of AES Operações is AES Brasil, the authorized and regulatory provisions associated to withdrawal rights and reimbursement quantity don’t apply to the Transaction.
  4. OTHER MATERIAL INFORMATION

10.1 Valuation of Spun-Off Asset

Pursuant to the Brazilian Companies Regulation, the Transaction will likely be carried out by valuing the Spun-Off Asset in line with the e book worth technique primarily based on the stability sheet ready on October 31, 2021, previous to the completion of the operation which anticipated conclusion for the aim of the occasions disclosed by the Corporations on November 30, 2021, which made AES Operações successor of the whole thing of property and rights, contained within the Appraisal Report. The managements of the Events engaged PSIS CONSULTORIA E AVALIAÇÕES LTDA., an organization headquartered at Rua do Passeio, nº 62, 6o andar, Centro, CEP 20021-290, within the metropolis and state of Rio de Janeiro, inscribed within the CNPJ/ME below no. 08.681.365/0001- 30, registered with the Regional Accounting Council of Rio de Janeiro below no. 005112/O-9 (“Valuation Agency“), which should be ratified as a part of Shareholder Approvals, pursuant to article 227, paragraph 1, of the Brazilian Companies Regulation, to organize the valuation report and decide the e book worth of the Spun-Off Asset (“Valuation Report“).

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That is an excerpt of the unique content material. To proceed studying it, entry the unique doc right here.

Disclaimer

AES Tietê Energia SA printed this content material on 02 December 2021 and is solely answerable for the knowledge contained therein. Distributed by Public, unedited and unaltered, on 03 December 2021 00:31:02 UTC.

Publicnow 2021

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