Notice to the Market – Contracting of BNDES Loan
Notice to the Market
Contracting of BNDES Loan
Rio de Janeiro, August 31, 2012 – Contax Participações S.A. (“Company”) hereby informs the market and its shareholders, as per the resolution of the annual and extraordinary shareholders’ meeting held on April 11, 2012 and of the board of directors’ meeting held on July 25, 2012, that the following funding operations, totaling R$447,008,000.00, have been carried out:
1) The execution of agreements related to the 2nd private issue of simple debentures of the Company, into two (2) series, the first one with floating charge and the second one with personal guarantee, in conjunction with subscription warrants, totaling R$253,438,000.00 (“Debentures” and “Issue”), including:
(i) private agreement for subscription of Debentures, between the Company, CTX Participações S.A and BNDES Participações S.A. (“BNDESPAR”), through which it undertook the firm commitment to subscribe and pay for the Debentures of the Issue; and
(ii) terms of assignment of preemptive right in the subscription of Debentures between BNDESPAR, CTX Participações S.A. and Portugal Telecom Brasil S.A., the Company’s shareholders.
In addition, the Indenture for the 2nd Private Issue of Simple Debentures, into two series, the first one with Floating Charge and the second one with Personal Guarantee, in conjunction with Subscription Warrants, of Contax Participações S.A. was registered with the Rio de Janeiro State Commerce Registry.
The Company will keep the market and its shareholders informed about any subsequent material events related to the Issue, including notice to shareholders concerning the commencement of the term for exercising the preemptive right for subscription of debentures, pursuant to paragraph 4 of Article 171 of Law 6,404 of December 15, 1976.
2) The loan being contracted by the subsidiary Contax S.A. (“Contax”) is in its final stages of contracting, with the subsidiary Todo Soluções em Tecnologia S.A. (“Todo”) acting as intervening party, totaling R$193,570,000.00, divided into three sub-loans:
(i) Sub-loan “A”, totaling R$68,000,000.00, is directed to the subsidiary Todo for investments in research and development of new solutions, under the BNDES Program for Developing the National Software and Information Technology Services Industry (BNDES PROSOFT). Annual interest rate of 1.5% will incur over the principal amount plus the TJLP variation.
(ii) Sub-loan “B”, totaling R$118,676,000.00, is allocated to investments in the expansion of service positions, infrastructure, furnishings and training, under the BNDES Program for Developing the National Software and Information Technology Services Industry (BNDES PROSOFT). Annual interest rate of 1.5% will incur over the principal amount plus TJ462, i.e. 2.5% per annum, plus the TJLP variation.
(iii) Sub-loan “C”, totaling R$6,894,000.00, is allocated to investments in a social project (Projeto Estação do Conhecimento Contax – ECC) to be implemented by the subsidiary Contax. Annual interest rate of 0.9% will incur over the principal amount plus the TJLP variation.
The principal will be paid to BNDES in 48 monthly and successive installments, with the first installment due in the 25th month as from the signing of the agreement, and the last installment due in the 72nd month.
The proceeds will be allocated to financing the Company’s investment program, especially in the areas of infrastructure and information technology, in addition to investments in training and qualification of our staff.
The new loans from BNDES will strengthen the Company’s capital structure, enabling an extension of its debt at very attractive interests. These loans reflect the Company’s ability to raise funds and reaffirm its commitment to maintain investments that are important to continuously improve the high-quality services provided by Contax.
To see the PDF version of the Notice to the Market, click here.