SÃO PAULO, March 25, 2021
/PRNewswire/ --
GOL LINHAS AÉREAS
INTELIGENTES S.A.
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SMILES FIDELIDADE
S.A.
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C.N.P.J./M.E.
06.164.253/0001-87
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C.N.P.J./M.E.
05.730.375/0001-20
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N.I.R.E.
35.300.314.441
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N.I.R.E.
35.300.493.095
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GOL Linhas Aéreas Inteligentes S.A. ("GOL"), (NYSE: GOL and
B3: GOLL4), the largest domestic Brazilian airline, and
Smiles Fidelidade S.A. ("SMILES") (B3:
SMLS3) supplementing the information disclosed in the
Material Fact dated February 12, 2021
("Material Fact"), inform the following:
1 Withdrawal Rights
Withdrawal Rights on the Merger of SMILES
Shares
Pursuant to articles 137 and 252, paragraph 2 of Law No.
6,404, dated December 15, 1976, as
amended ("Brazilian Corporate Law"), the merger of shares
issued by SMILES into GOL Linhas Aéreas S.A. ("GLA" and
"Merger of SMILES Shares") shall entitle SMILES and GLA
shareholders to withdrawal rights. Withdrawal rights are
guaranteed to shareholders who own shares issued by SMILES
uninterruptedly, from February 12,
2021 (the disclosure date of the Material Fact) to the
reference date for definition of SMILES shareholders who shall
receive the shares issued by GOL, to be disclosed in due time,
after the periods to exercise the withdrawal rights and the option
for the exchange ratio elapse ("Date of Consummation").
Shareholders who did not vote in favor of the Merger of SMILES
Shares, who abstained from voting or who did not attend the
respective Special Shareholders' Meeting, and who expressly state
their intention to exercise the right of withdrawal, may exercise
the respective right within the term of 30 days starting on
March 30, 2021 (inclusive) and ending
on April 28, 2021 (inclusive)
("Withdrawal Right Term"). Since GOL was the sole
shareholder of GLA on the date when GLA's Shareholders' Meeting
passed a resolution on the Merger of SMILES Shares, there shall be
no dissenting shareholders nor withdrawal rights within the scope
of GLA as a result of this phase of the reorganization.
Pursuant to Article 264, paragraph 3 of the Brazilian Corporate
Law, dissenting shareholders may opt between (i) the reimbursement
amount set forth in Article 45 of the Brazilian Corporate Law, in
accordance with SMILES financial statements as of December 31, 2019, corresponding to R$9.71 per share, without prejudice to the right
to prepare a special balance sheet; or (ii) the amount assessed
pursuant to Article 264 of the Brazilian Corporate Law,
corresponding to R$19.60. It should
be clarified that the exercise of withdrawal rights shall refer
exclusively to all shares. Therefore, dissenting shareholders shall
not be allowed to exercise their options on part of the shares they
own.
Withdrawal Rights on the Merger of GLA Shares
Pursuant to Articles 137 and 252, paragraph 2, of the Brazilian
Corporate Law, the merger of shares issued by GLA into GOL
("Merger of GLA Shares") shall entitle GLA and GOL
shareholders to withdrawal rights. Withdrawal right shall be
guaranteed to shareholders who own shares issued by GOL
uninterruptedly, from February 12,
2021 (the disclosure date of the Material Fact) to the Date
of Consummation, who did not vote in favor of the merger of GLA
shares, who abstained from voting or who did not attend the
respective Special Shareholders' Meeting, and who expressly state
their intention to exercise the right of withdrawal, within the
Period of Withdrawal Right. Since, GOL was the sole shareholder of
GLA on the date when GLA's Shareholders' Meeting passed a
resolution on the Merger of GLA Shares, there shall be no
dissenting shareholders nor withdrawal rights within the scope of
GLA as a result of this phase of the reorganization.
Regarding the withdrawal rights of GOL shareholders, considering
that GOL's shareholders' equity is assessed according to the method
set forth in Article 45 of the Brazilian Corporate Law (without
prejudice to the right of preparing a special balance sheet) and
the method set forth in Article 264 of the Brazilian Corporate Law,
the value was negative and the reimbursement amount is zero.
It should be clarified that the exercise of withdrawal rights shall
exclusively refer to all shares. Therefore, dissenting shareholders
shall not be allowed to exercise their options on part of the
shares they own.
At the end of the period for exercising the withdrawal right,
the companies shall issue a notice in compliance with Article 137,
paragraph 3 of the Brazilian Corporate Law, containing information
on the withdrawal exercised ("Confirmation Notice").
2 Procedure for Exercising the Withdrawal Right
Shares kept with Itaú Corretora de Valores S.A.
Dissenting shareholders whose shares are kept with Itaú
Corretora de Valores S.A. ("Bookkeeper"), who wish to
exercise the right of withdrawal, within the Period of Withdrawal
Right, should contact the Shareholder Service Channel through the
following numbers:
Capitals and metropolitan regions:
(11) 3003-9285
Other locations: 0800-720-9285
For account owners: (11) 4004-4828 (options 3-6-3)
Service hours are on business days, from 9am to 6pm.
The following documents should be delivered to the
Bookkeeper:
Individuals: (a) Identification Document (RG), (b) Individual
Taxpayer Identification Number (CPF), (c) proof of address, and (d)
letter of request signed by the dissenting shareholder, with
acknowledgment of signature by similarity, requesting the
withdrawal, which must contain the shareholder's personal and bank
details for payment of the refund and the number of shares held by
the dissenting shareholder in relation to which the withdrawal
right shall be exercised.
Legal Entities: (a) original and copy of the bylaws and minutes
of the election of the current executive board, or of the
consolidated articles of organization in effect, (b) proof of
registration with the National Register of Corporate Taxpayers
(CNPJ), (c) Identification Document (RG), Individual Taxpayer
Identification Number (CPF), and proof of address of their agents,
and (d) letter of request signed by the dissenting shareholder,
with acknowledgment of signature by similarity, requesting the
withdrawal, which must contain the shareholder's personal and bank
details for payment of the refund and the number of shares held by
the dissenting shareholder in relation to which the withdrawal
right shall be exercised.
Investment Funds: (a) original and copy of the last consolidated
regulations of the fund, duly registered with the relevant body,
(b) original and copy of the bylaws and minutes of the election of
the current executive board, or of the consolidated articles of
organization in effect, of the director and/or manager of the fund
(depending on the person authorized to appear and vote at
shareholders' meetings related to the assets held by the fund), (c)
proof of registration with the National Register of Corporate
Taxpayers (CNPJ) of the fund and director and/or manager of the
fund, (d) Identification Document (RG), Individual Taxpayer
Identification Number (CPF), and proof of address of their agents,
and (d) letter of request signed by the dissenting shareholder,
with acknowledgment of signature by similarity, requesting the
withdrawal, which must contain the shareholder's personal and bank
details for payment of the refund and the number of shares held by
the dissenting shareholder in relation to which the withdrawal
right shall be exercised.
Shareholders who are represented by a proxy shall deliver, in
addition to the documents referred to above, the respective power
of attorney with an acknowledged signature, which should have been
granted less than one year before to a proxy with special
powers to exercise the withdrawal right and refund request.
Shares Held in Custody with the Central Assets
Depository.
Dissenting shareholders whose shares are held in custody with
the Central Assets Depositary of B3 S.A. - Brasil, Bolsa,
Balcão, who wish to exercise the right of withdrawal shall,
within the Period of Withdrawal Right, must express their interest
in the right of withdrawal through their respective custodians,
contacting them sufficiently in advance to take the necessary
measures.
3 Date and Method of Payment
Payment to the dissenting shareholders shall be made through the
data registered with the custodian institutions or according to the
bank details that should be provided in the refund request as
stated in item 2 above. The date and method of payment shall be
informed to the market within due time.
4 Exchange Ratio
Due to the distribution of dividends approved by SMILES on
March 25th, 2021, in the amount of
R$ 500,000,000.00, the exchange ratio
will be automatically adjusted in accordance with item 2.1 of the
Protocol and Justification, so that, for each SMILES common
share, SMILES shareholders shall receive (a) an installment in
national currency in the amount of R$5.11 (related to the redemption of GOL
redeemable Class B preferred shares), adjusted pursuant to the
provisions of the Protocol and Justification draft; and (b) 0.6601
GOL preferred share ("Base Exchange Ratio"), adjusted
pursuant to the Protocol and Justification.
However, SMILES Shareholders shall be guaranteed a period of
seven business days, to be informed in the Confirmation Notice, to
opt for an Optional Exchange Ratio ("Optional Exchange Ratio
Period"), by which, for each SMILES common share, SMILES
shareholders shall receive (a) an installment in national currency
in the amount of R$18.51 (related to
the redemption of GOL redeemable Class C preferred shares),
adjusted pursuant to the Protocol and Justification; and (b) 0.1650
GOL preferred share ("Optional Exchange Ratio"), adjusted
pursuant to the Protocol and Justification, at the discretion of
SMILES shareholders.
SMILES SHAREHOLDERS THAT DO NOT ELECT THE OPTIONAL EXCHANGE
RATIO SHALL AUTOMATICALLY MIGRATE IN ACCORDANCE WITH THE BASE
EXCHANGE RATIO.
Information for exercising the option for the Optional Exchange
Ratio, the establishment of the base date for determining the
shareholders who shall migrate to GOL's shareholder base, as well
as the credit date for the shares and payment of the redeemable
preferred shares shall be timely disclosed in the Notice of
Confirmation.
4.1 Fractions of GOL Shares issued as a result
of GLA Merger
Any fractions of GOL preferred shares as a result of the
exchange ratio on the Merger of GLA Shares shall be grouped in
whole numbers to be subsequently sold in the spot market managed by
B3. The amounts received from this sale shall be made
available to SMILES shareholders that held the relevant fractions
on the Base Date, in proportion to the interest they held in each
share sold, pursuant to a notice to be timely disclosed by GOL.
More detailed information on the corporate reorganization is
available on the CVM (http://www.cvm.gov.br/) and B3
(http://www.b3.com.br/pt_br/) websites, or on the GOL's investor
relations website (http://ri.voegol.com.br) or on Smiles' website
(http://ri.smiles.com.br), or through the contacts below.
GOL Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11) 2128-4700
Smiles Investor
Relations
ri@smiles.com.br
ri.smiles.com.br
+55 (11) 4841-1820
About GOL Linhas Aéreas Inteligentes
S.A.
GOL serves more than 36 million passengers
annually. With Brazil's largest
network, GOL offers customers more than 750 daily
flights to over 100 destinations in Brazil and in South
America, the Caribbean and
the United States. GOLLOG's
cargo transportation and logistics business serves more than 3,400
Brazilian municipalities and more than 200 international
destinations in 95 countries. SMILES allows over 16
million registered clients to accumulate miles and redeem tickets
to more than 700 destinations worldwide on the GOL partner network.
Headquartered in São Paulo, GOL has a team of approximately 14,000
highly skilled aviation professionals and operates a fleet of 128
Boeing 737 aircraft, delivering Brazil's top on-time performance and an
industry leading 20-year safety record. GOL has invested billions
of Reais in facilities, products and services and technology to
enhance the customer experience in the air and on the ground. GOL's
shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further
information, visit www.voegol.com.br/ir.
About Smiles Fidelidade S.A.
Smiles started as a
single loyalty program but has evolved into its current coalition
model, which features several unique characteristics that allow for
the accrual and redemption of miles from GOL flights and its
international partner airlines, as well as Brazil's leading commercial banks, including
co-branded cards issued by Bradesco, Banco do Brasil and Santander,
and a vast network of retail partners. The current model works
through (i) the accrual of miles by members when they purchase
airline tickets with GOL or other partner airlines or products and
services from business and financial partners; Smiles miles being
acquired through the loyalty of these customers to those
businesses, and (ii) award redemptions by members when they
exchange their miles for flights on GOL and other partner airlines
or products and services offered by commercial and financial
partners. Our primary sources of revenues come from (i) redeemed
miles revenues, represented by tickets and awards in our network of
airline, commercial and financial partners, (ii) interest income
between the date the miles were accrued and the date they were
redeemed, and (iii) breakage revenues if issued miles expire
without being redeemed.
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SOURCE GOL Linhas Aéreas Inteligentes S.A.