Material Fact – Sale of Relevant Shareholding
São Paulo, February 22, 2018. Liq Participações S.A. (“Company”; CTAX3), pursuant to the provisions of Instruction No. 358/02 of the Brazilian Securities and Exchange Commission (CVM), as amended, and for the purposes of paragraph 4 of article 157 of Law 6,404 / 76, as amended (“Brazilian Corporate Law”), hereby informs its shareholders and the market in general that, on this date, it received communications from Mr. Fábio Soares de Miranda Carvalho (“Fábio Carvalho”), Vice Chairman of the Company‘s Board of Directors, and Jereissati Participações SA (“Jereissati”), informing the execution of a Share Purchase Agreement (“Transaction”) between Jereissati and Parthica Holdings LLC. (“Parthica Holdings”), a company indirectly controlled by Fábio Carvalho, through which Parthica Participações Ltda. (“Parthica”), a company controlled by Parthica Holdings, will acquire all the shares of JPSP Investimentos e Participações SA, a company that owns, among other assets, 352,893 common shares of the Company, representing 8.43% of the Company‘s capital stock.
The Transaction, as informed, is subject to certain precedent conditions (“Suspensive Conditions”) usal in similar transactions, including the approval of the transaction by the Brazilian antitrust authority.
According to the communication received, the potential acquisition of the shareholding is not intended to acquire the control of the Company, but in the understanding of Fábio Carvalho, the Transação would contribute “so that the current process of restructuring and strengthening the Company‘s financial capacity continues, taking into account the experience of the Buyer‘s economic group in such cases. ”
The Company will keep its shareholders, investors and the market in general informed on the subject matter of this material fact, including the receipt of the confirmation of the verification of the Suspensive Conditions and conclusion of the acquisition of the indirect shareholding of Liq.
André Tavares Paradizi
Chief Financial and Investor Relations Officer