minutes of board of directors meeting 04 25 2014 - 10th issue of debentures

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LIGHT S.A. Corporate Taxpayer's ID (CNPJ/MF) No. 03.378.521/0001-75 Company Registry (NIRE) No. 3.330.026.316-1 PUBLICLY-HELD COMPANY EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF LIGHT S.A., HELD ON APRIL 25, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1 OF ARTICLE 130 OF LAW No. 6,404, AS OF DECEMBER 15, 1976 (“BRAZILIAN CORPORATE LAW ”). 1. Date, time and place : on April 25, 2014, at 10:30 a.m., held via conference call. 2. Attendance : The sitting members Sergio Alair Barroso, Chairman of the Presiding Board, Raul Belens Jungmann Pinto, Maria Estela Kubitschek Lopes, Djalma Bastos de Morais, José Carlos Aleluia Costa, Fabiano Macanhan Fontes, Luiz Carlos da Silva Cantídio Júnior, David Zylbersztajn and Carlos Alberto da Cruz attended the meeting. The deputy Board members Carmen Lúcia Claussen Kanter, Wilson Borrajo Cid, José Augusto Gomes Campos, Marcelo Pedreira Oliveira, Almir José dos Santos and Magno dos Santos Filho have also attended the meeting, although they did not take part in the voting. The lawyer Paula Regina Novello Cury was invited to serve as secretary of the meeting. The Company’s Chief Executive Officer, Paulo Roberto Ribeiro Pinto, as well as the Executive Officers João Batista Zolini Carneiro, Ricardo Cesar Costa Rocha and Andreia Ribeiro Junqueira e Souza have also attended the meeting, although they did not take part in the voting. 3. Agenda – Unanimous Resolutions: 3.1. By recommendation of the Finance Committee, the Board unanimously approved and instructed the affirmative vote of the Board members appointed by the Company at the Board of Directors’ Meeting of Light Serviços de Eletricidade S.A. (“Light SESA ” or “Issuer ”) which resolve on the approval of Tenth (10 th ) Issue of

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Page 1: Minutes of Board of Directors Meeting 04 25 2014 - 10th Issue of Debentures

LIGHT S.A.Corporate Taxpayer's ID (CNPJ/MF) No. 03.378.521/0001-75

Company Registry (NIRE) No. 3.330.026.316-1PUBLICLY-HELD COMPANY

EXTRACT OF THE MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF LIGHT S.A., HELD ON APRIL 25, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1 OF ARTICLE 130 OF LAW No. 6,404, AS OF DECEMBER 15, 1976 (“BRAZILIAN CORPORATE LAW”).

1. Date, time and place: on April 25, 2014, at 10:30 a.m., held via conference call.

2. Attendance: The sitting members Sergio Alair Barroso, Chairman of the Presiding Board, Raul Belens Jungmann Pinto, Maria Estela Kubitschek Lopes, Djalma Bastos de Morais, José Carlos Aleluia Costa, Fabiano Macanhan Fontes, Luiz Carlos da Silva Cantídio Júnior, David Zylbersztajn and Carlos Alberto da Cruz attended the meeting. The deputy Board members Carmen Lúcia Claussen Kanter, Wilson Borrajo Cid, José Augusto Gomes Campos, Marcelo Pedreira Oliveira, Almir José dos Santos and Magno dos Santos Filho have also attended the meeting, although they did not take part in the voting. The lawyer Paula Regina Novello Cury was invited to serve as secretary of the meeting. The Company’s Chief Executive Officer, Paulo Roberto Ribeiro Pinto, as well as the Executive Officers João Batista Zolini Carneiro, Ricardo Cesar Costa Rocha and Andreia Ribeiro Junqueira e Souza have also attended the meeting, although they did not take part in the voting.

3. Agenda – Unanimous Resolutions: 3.1. By recommendation of the Finance Committee, the Board unanimously approved and instructed the affirmative vote of the Board members appointed by the Company at the Board of Directors’ Meeting of Light Serviços de Eletricidade S.A. (“Light SESA” or “Issuer”) which resolve on the approval of Tenth (10th) Issue of simple, unsecured debentures of Light SESA, not convertible into shares, with personal guarantee, in a single tranche, totaling seven hundred and fifty million reais (R$750,000,000.00), which will be object of a public distribution with restricted placement efforts, under the terms of the Instruction 476 of the Brazilian Securities and Exchange Commission, as of January 16, 2009 (“CVM”, “CVM Instruction 476”), under a firm guarantee basis (“Debentures”, “Issue” and “Offering”, respectively). The debentures will have the following characteristics and conditions:

(i) Issue number. The Issue represents the tenth (10th) issue of debentures of Light SESA;

Page 2: Minutes of Board of Directors Meeting 04 25 2014 - 10th Issue of Debentures

(ii) Total Issue Amount: the total amount of the Issue will be seven hundred and fifty million reais (R$750,000,000.00) (“Total Issue Amount”) on the Issue Date, as defined below;

(iii) Issue Date: for all legal effects, the issue date of the Debentures shall be May 9, 2014 (“Issue Date”);

(iv) Number of Debentures: seventy-five thousand (75,000) Debentures;(v) Number of Tranches: the Issue shall be carried out in a single tranche; (vi) Nominal Unit Value: the nominal unit value of the Debentures shall be ten

thousand reais (R$10,000.00), on the Issue Date (“Nominal Unit Value”); (vii) Form and Proof of Ownership: the debentures will be issued in registered

book-entry form, without certificates. For all purposes, the ownership of debentures will be proven by the statement issued by the depositary institution of Debentures. Additionally, the ownership of debentures held in electronic custody by CETIP S.A. – Mercados Organizados (“CETIP”) will be proven by the statement on behalf of the debenture holders issued by CETIP;

(viii) Convertibility: the Debentures shall be, therefore, not convertible into shares issued by Light SESA;

(ix) Type: the Debentures shall be of the unsecured type, pursuant to Article 58, caput, of Brazilian Corporate Law and with personal additional guarantee, pursuant to item (xi) below (Guarantee);

(x) Term and Maturity: the maturity of the Debentures shall occur on May 9, 2020;(xi) Guarantee: in order to ensure that the main and ancillary obligations assumed

on the deed of issue of Debentures by Light SESA (“Deed”) are faithfully, timely and fully complied with, the Company shall provide suretyship in favor of the debenture holders, represented by the Trustee of the Issue (“Trustee”), thus undertaking, as well as its successors on any account, as guarantor and primary payor, severally liable with Light SESA, for all the amounts due pursuant to the Deed, up to the full redemption of the Debentures, in accordance with the terms and conditions set forth in the Deed, pursuant to Article 397 of Civil Code. The Company, as the Guarantor, shall clearly renounce all benefits of order, as well as rights and dismissal of any type provided for in articles 333, sole paragraph, 366, 821, 827, 830, 834, 835, 836, 837, 838 and 839 of Law No. 10,406, as January 10, 2002, as amended (Civil Code), and articles 77 and 595 of Law 5,869, of January 11, 1973, as amended (Civil Procedure Code) (“Suretyship”);

(xii) Remuneration of Debentures: the Debentures shall be entitled to interests corresponding to the accumulation of one hundred percent (115%) of the daily average rate of one-day Interbank Deposits – DI, over extra group, expressed as percentage per year, based on a year of two hundred and fifty-two (252) business days, calculated and disclosed by CETIP, in the Daily Newsletter available on its website (http://www.cetip.com.br) (“Remuneration”). The Remuneration of Debentures shall be calculated shall be calculated exponentially and cumulatively pro rata temporis by business days elapsed, incurring on the

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Nominal Unit Value of the Debentures (or on the balance of the Nominal Unit Value of the Debentures, as applicable) from the Payment Date or date of payment of Remuneration of Debentures immediately prior, as the case may be, until the respective date of payment. The Remuneration of Debentures shall be paid semiannually, with the first payment due on November 9, 2014 and the last on the Maturity Date;

(xiii) Subscription Term: the Debentures shall be subscribed at any time, as from the beginning of the distribution, in compliance with the terms of distribution set forth in the placement agreement to be entered into with the intermediary institutions that shall be hired by Light SESA (“Placement Agreement”);

(xiv) Means and Price of Payment: the Debentures shall be paid in cash, in national currency, on the occasion of the subscription, according to the applicable CETIP procedures. The price of subscription and payment of the Debentures shall be its Nominal Unit Value;

(xv) Scheduled Renegotiation: there shall be no scheduled renegotiation;(xvi) Scheduled Amortization of Debentures: the Nominal Unit Value of the

Debentures shall be amortized in annual installments as of the fourth (4th) year, inclusively, counting from the Issue Date, with the first payment for this amortization of the Nominal Unit Value shall be due on May 9, 2018, as per table below:

Installment Dates of Amortization of the Nominal Unit Value of the Debentures

Percentage of the Nominal Unit Value to be Amortized

1st May 9, 2018 33.3300%

2nd May 9, 2019 33.3300%

3rd May 9, 2020Balance of the Nominal Unit Value

(xvii) Optional Acquisition: Light SESA is allowed, at any time, to acquire in the market the Outstanding Debentures, through procedures established by CVM, pursuant to Article 13 of CVM Instruction 476/09, as provided for in the Article 55, paragraph 3, of Law No. 6,404/76 (i) for the amount of the Nominal Unit Value or lower, provided that such fact is included in the Management’s Report and Financial Statements of Light SESA; or (ii) for a higher amount than the Nominal Unit Value, provided that complying with rules established by CVM;

(xviii) Optional Early Redemption and Special Amortization: Light SESA may perform, from the twenty-fifth (25th) month after the Issue Date, the Early Redemption of all Outstanding Debentures, with the with the consequent

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cancellation of said Debentures, or the Special Amortization, upon prior notice, at least fifteen (15) days in advance, and payment of the Nominal Unit Value of Debentures (or the balance of the Nominal Unit Value of Debentures, as applicable), plus (i) Remuneration, calculated pro rata temporis since the payment date of the Remuneration immediately prior until the date of the effective Early Redemption or the Special Amortization; and (ii) premium assessed on the Nominal Unit Value of the Debentures (or the balance of the Nominal Unit Value of Debentures, as applicable), as per table below:

Month of Redemption/Amortization(counted from the Issue

Date) Premium

25th to 36th month 1.00%

37th to 48th month 0.75%

49th to 60th month 0.50%

61th to 72th month 0.25%

(xix) Place of Payment: the payments which the Debentures are entitled to shall be made (i) using the procedures adopted by CETIP, For the debentures held in electronic custody by CETIP; or (ii) in case the Debentures are not held in electronic custody by CETIP, (a) at the headquarters of Light SESA; or (b) as applicable, pursuant to the procedures adopted by the bank hired as depositary bank;

(xx) Interests on Arrears: without prejudice to the Remuneration, should there be delay in the payment by Light SESA of monetary liabilities related to the Debentures, the debts overdue and unpaid shall bear interests on arrears of one percent (1%) per month, calculated pro rata temporis, since the date of default until the effective date of payment, as well as a non-compensatory fine of two percent (2%) on the due amount, regardless of notice or notification, judicial or extrajudicial, plus the expenses incurred in the collection ("Interests on Arrears");

(xxi) Automatic Early Maturity: the Trustee shall automatically, regardless of any notice or notification, judicial or extrajudicial to Light SESA, declare the early maturity and immediate payment of all obligations of Light SESA referring to Debentures, always observing the specific remedy terms established in the items below, and require Light SESA to pay within five (5) business days, counting from the receipt of the notice above mentioned sent by Light SESA, the Nominal Unit Value (or the balance of the Nominal Unit Value, as applicable) plus Remuneration due up to the date of effective payment, calculated pro rata

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Page 5: Minutes of Board of Directors Meeting 04 25 2014 - 10th Issue of Debentures

temporis, of the Interests on Arrears, if any, and any other amounts eventually due by Light SESA pursuant to the Deed, in any of the following cases: i) Non-payment, by Light SESA and/or by the Company, of any monetary liabilities set forth in the Deed;ii) (a) liquidation, dissolution or extinction of Light SESA, of the Company and/or any of its respective subsidiaries or affiliates, except if the liquidation, dissolution and/or extinction results from a corporate restructuring that does not constitute a event of early maturity, as described in the Deed; (b) adjudication of bankruptcy by Light SESA, the Company and/or any of its respective subsidiaries or affiliates; (c) filing for voluntary bankruptcy by Light SESA, the Company and/or any of its respective subsidiaries or associated companies; (d) application for bankruptcy of Light SESA, the Company and/or any of its respective subsidiaries or affiliates, filed by third parties, not defeated in the legal term; or (e) application for judicial or extrajudicial reorganization of Light SESA, the Company and/or any of its respective subsidiaries or affiliates, regardless of whether the application has been granted;iii) transformation of Light SESA into a limited company, pursuant to Articles 220 to 222 of Law 6,404/76;iv) change to the corporate purpose of Light SESA and/or of the Company, so that (a) Light SESA no longer operates in the electric power distribution and marketing; or (b) the corporate purpose of the Company is no longer holding interest in companies operating in the generation, distribution and/or sale of electric energy;v) end, for any reason of the concession granted to Light SESA to explore activities related to energy distribution;vi) intervention of the granting authority of the concession granted to Light SESA to explore activities related to the distribution of energy resulting from facts related to its economic capacity; andvii) Invalidity, nullity or unenforceability of the Deed.

(xxii) Early Maturity Upon General Meeting of Debenture Holders: the Trustee shall call a general meeting of the debenture holders, to be held within the minimum term set forth by law, and notify Light SESA, within at least two (2) business days after acknowledging the events listed below, to (i) resolve on the eventual non-declaration of early maturity of all obligations of Light SESA related to the Debentures; or, (ii) take any necessary measures; in any of the following cases:i) Transfer, by Light SESA and/or the Company, of any obligation related to the Debentures, except if previously approved by debenture holders representing at least eighty percent (80%) of the outstanding Debentures;

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Page 6: Minutes of Board of Directors Meeting 04 25 2014 - 10th Issue of Debentures

ii) Constitution of any liens on relevant assets of Light SESA and/or the Company (except if for the provision of guarantees in judicial or administrative proceedings or to ensure compliance with the electric energy purchase agreement entered into by Light SESA, as well as to provide guarantee in financing agreements with Banco Nacional de Desenvolvimento Econômico - BNDES), considering as relevant assets those whose amount, individual or aggregate, is equal to or higher than twenty million reais (R$20,000,000.00), or an equivalent amount in other currencies, except if previously authorized by debenture holders representing at least eighty percent (80%) of the outstanding Debentures;iii) reduction of the capital stock of Light SESA that is not carried out to absorb accumulated losses, except if previously approved by debenture holders representing at least eighty percent (80%) of the outstanding Debentures;iv) payment of dividends, interest on equity or any other profit sharing established in the Bylaws of Light SESA, which were not declared until the execution of the Deed, except for the payment of minimum mandatory dividend established in Article 202 of Brazilian Corporate Law, if Light SESA is in default with any of the monetary liabilities related to the Debentures;v) sale, by Light SESA, of permanent assets that represent in the same period of twelve (12) months, in an individual or aggregate manner, an amount equal to or higher than fifty million reais (R$50,000,000.00), or an amount equivalent to it in other currency, except if previously approved by debenture holders representing at least eighty percent (80%) of the outstanding Debentures;vi) default by Light SESA, by the Company and/or any of its subsidiaries or affiliates, in the payment of debt or pecuniary obligations whose individual or aggregate amount is equal or higher than fifty million reais (R$50,000,000.00), or an amount equivalent to it in other currency, not resolved within one (1) business day as of the respective default; vii) Early maturity of any debt of Light SESA, the Company and/or any of its subsidiaries or affiliates, whose amount, individual or aggregate is equal to or higher than fifty million reais (R$50,000,000.00) or an equivalent amount in other currencies;viii) protest of bills against (even if as guarantor) Light SESA, the Company and/or any of its subsidiaries or affiliates, involving individual or aggregate amounts totaling more than fifty million reais (R$50,000,000.00), or an equivalent amount in other currencies, except if, within ten (10 days from the date the protest was filed, it is proven to the Trustee that (i) the protest was cancelled; or

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(ii) guarantees accepted by the competent authority are provided; or (iii) it is proven by Light SESA, the Company and/or any of its subsidiaries or affiliates to a competent authority that the protest resulted from error or third-party bad-faith;ix) spin-off, merger, amalgamation or incorporation of shares involving Light SESA, the Company and/or any of its subsidiaries or affiliates, except: (a) if the operation is previously approved by debenture holders representing at least eighty percent (80%) of the outstanding Debentures; or (b) if it is guaranteed to the debenture holders who wish so, during the minimum term of six (6) months as of the date of publication of the minutes of the corporate acts related to the transaction, the redemption of Debentures through the payment of the debt balance of the Nominal Unit Value, plus remuneration, calculated pro rata temporis, from the Payment Date or the date of payment of the previous Remuneration, as applicable, to the date of the effective payment;x) change and/or transfer of the direct or indirect shareholding control of Light SESA and/or the Company, pursuant to article 116 of Law 6,404/76, except when, (a) the debenture holders representing at least eighty percent (80%) of Outstanding Debentures have previously approved at General Meeting of the Debenture Holders; (b) after said change and/or transfer of shareholding control is announced, the risk rating attributed on the Issue Date to the Debentures and/or to the Issuer by the risk rating agency is not downgraded by said risk rating agency, (c) Companhia Energética de Minas Gerais - CEMIG does not leave the controlling block of the Company and/or the indirect control of Light SESA;xi) default, by Light SESA and/or by the Company, of any judicial decision and/or any arbitration decision not subject to appeal involving an individual or aggregate amount higher than fifty million reais (R$50,000,000.00), or an equivalent amount in other currencies against Light SESA and/or the Company;xii) act of any governmental authority with the purpose of sequestering, expropriating, nationalizing, or in any way acquire, compulsorily all or a substantial part of the assets of Light SESA and/or the Company;xiii) proof that any of the statements provided by Light SESA and/or the Company in the Deed is false, inconsistent or incorrect in any relevant aspect;xiv) non-maintenance by Light SESA, of insurance for its relevant operational assets, in accordance with the best market practices, which is not solved within 10 (ten) days as of the date it occurred;xv) execution by Light SESA, the Company and/or any of its subsidiaries, of operations not provided for in their corporate purpose or dissenting from their

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Page 8: Minutes of Board of Directors Meeting 04 25 2014 - 10th Issue of Debentures

bylaws or articles of organization, pursuant to the applicable statutory, legal and regulatory provisions;xvi) failure by Light SESA, to comply with any non-pecuniary obligation set forth in the Deed, and which is not settled within ten (10) consecutive days from the date of receiving the written notice of non-compliance sent by the Trustee and/or individually or jointly by the debenture holders;xvii) any acts by Light SESA and/or the Company, dissenting from the Deed, the Placement Agreement and/or or any other instruments related to the Issue, in special those that can directly or indirectly affect the one-off and full compliance of Light SESA, with any of their obligations provided for in those documents; andxviii) non-compliance by the Company, for two (2) consecutive quarters or four (4) intercalated quarters, with any of the following financial indexes to be assessed by the Issuer and checked by the Trustee within at least three (3) business days counting from the date of receipt, by the Trustee, of the information referred in the Deed, based on the Company’s consolidated financial statements referring to each quarter of the calendar year, as from, inclusively, the Company’s Consolidated Financial Statements referring to March 31, 2014: (a) financial ratio resulting from the division of the total Net Debt by EBITDA, which must be equal to or lower than three point five (3,5); and (b) financial ratio resulting from the division of EBITDA by the Gross Interest Adjusted and Consolidated Expense, which must be equal to or higher than 2.5 (two point five).xix) Allocation of Funds: Funds obtained by Light SESA with the Issue shall be allocated to reinforce the working capital and/or refinance debts falling due of Light SESA.

3.2. To resolve and authorize the Company to ensure to ensure that the main and ancillary obligations assumed on the deed of issue of Debentures by Light SESA (“Deed”) are faithfully, timely and fully complied with, to provide suretyship in favor of debenture holders, represented by the Trustee, thus undertaking, as well as its successors on any account, as guarantor and primary payor, severally liable with Light SESA, for all the amounts due pursuant to the Deed, up to the full redemption of the Debentures, in accordance with the terms and conditions set forth in the article 397 of Civil Code. The Company, as the Guarantor, shall clearly renounce all benefits of order, as well as rights and dismissal of any type provided for in articles 333, sole paragraph, 366, 821, 827, 830, 834, 835, 836, 837, 838 and 839 of Law No. 10,406, as January 10, 2002, as amended (Civil Code), and articles 77 and 595 of Law 5,869, of January 11, 1973, as amended (Civil Procedure Code) (“Suretyship”).

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3.3. The Board of Directors authorized the Company’s Board of Executive Officers, in accordance with all legal provisions, to resolve and practice all acts necessary to execute the Suretyship, including, but not limited to, the execution of the Deed of Issue of Debentures e and any instruments related to the Suretyship provided in guarantee of the debenture holders, as well as recommended that the Board members appointed by the Company on the Board of Directors of Light SESA authorize the Board of Executive Officers of Light SESA, in accordance with all legal provisions, to resolve and practice all acts necessary to execute the Issue and the Offering, including, but not limited to, (i) determining the Issued Date; (ii) signing the deed of issue of the Debentures and any instruments related to the Debentures; and (iii)  hiring, if necessary, service providers related to Debentures, including the Trustee, depositary institution of the Debentures and Depositary Bank and applicable system of CETIP.

This is a free translation of the original extract of the minutes of the Board of Directors’ Meeting of Light S.A. held on this date drawn up in the Company’s records.

Paula Regina Novello CurySecretary of the Meeting

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