Notice to the Market – Debentures Excess
Sep 27, 2012
OTC Disclosure News Service
Sao Paulo, Brazil – Hypermarcas S.A. (“Company”), pursuant to article 57, paragraph 1 of Brazilian Corporate Law
(Law No. 6,404/76, as amended) hereby announces to its shareholders that in December 8th,
2010 the Preemptive Term was terminated for the subscription and payment of the excess
simple senior debentures, in two series, combined with subscription warrants, for private
placement purposes (“Debentures”). In addition, the Company notice the opening as of this date
of a period, up to December 20th, 2010 to term of leftovers debentures with the par value of
R$1.002,32 (one thousand and two Reais and thirty-two cents), not subscribed for during the
Preemptive Term, from November 9, 2010 to December 8, 2010, as the Notice to Shareholders
dully published November 6th e 8th, 2010 and the Erratum to Notice to Shareholder, duly
published in November 11th, 2010 at the newspapers Valor Econômico and Diário Oficial do
Estado de São Paulo.
The shareholders that during the Preemptive Term subscribed the Debentures entitled to them,
and in the subscription bulletin stated their interest to subscribe for any eventual excess
Debentures, may subscribe such excess Debentures not subscribed by the other shareholders, in
the pro rata amounts entitled to them during the Preemptive Term. The term within which to
subscribe for such eventual excess shall be of ten (10) days since the Notice to the Market, in
other words, up to December 20th, 2010.
From a total of 548,725 Debentures to each range issued. 287,224 of each was subscribed
during the Preemptive Term, therefore 261,501 Debentures of each range was unsubscribed.
The number of Debentures to be allocated to each subscriber shall be established by multiplying
the aggregate number of non-subscribed Debentures by the percentage (91.044272066%)
calculated by the division between the number of Debentures subscribed for by the relevant
subscriber by the aggregate number of Debentures subscribed by all of the subscribers stating
their interest in the excess (“First Allocation”), as demonstrated in the formula shown in the First
Private Indenture of Simple Senior Debentures Combined with Subscription Warrants, of
Hypermarcas S.A. (“Deed”).
The Price of Subscription and payment of the Debentures not subscribed for during the
Preemptive Term shall be the Updated Par Value of each Series of Debentures, plus the
Remuneration of the Debentures of its respective Series, calculated pro rata temporis from the
Date of Issuance until the date of payment, according to that follows below the Price of
Subscription for each Series of Debentures for each of the days of the Fist Allocation (find at the
end of the document the link that allow the access to these values):
In the event that the number of Debentures that the shareholder is entitled to subscribe for is
not a whole number, such number shall be rounded down to the next lowest whole number so
that each shareholder willing to subscribe for Debentures shall be entitled to subscribe for a
whole number of them.
Without prejudice to the application of the formula above, subscription for the entirety of the
excess Debentures, after the first application of First Defraying, by any subscriber expressly
stating its willingness to subscribe for up to the entirety of the excess, provided that in the event
that more than one subscriber shall state his interest in the subscription for up to the entirety of
the excess, such excess may be allocated among the interested subscribers pro rata to the
number of Debentures subscribed for by each subscriber theretofore.
The subscription bulletins related to the excess pertaining to the First Allocation may be
requested at bank branches of the Mandate Bank and the shareholder so willing shall subscribe
for the respective Debentures and pay them up forthwith. In the event of a shareholders be
represented by an attorney-in-fact, such attorney-in-fact shall have the documents corroborating
the power to represent such shareholders for the subscription of the excess Debentures.
Shareholders whose custody is held at the CBLC shall exercise their relevant rights through their
respective custodian agents and in accordance with the rules set forth by the CBLC.
Additional information may be obtained at the Investors’ Relations Department of the Company,
located at Avenida Presidente Juscelino Kubitschek, 1830 – Towers 3 and 4, in the City of São
Paulo, State of São Paulo, or by telephone +55 (11) 3627-4242, facsimile +55 (11) 3627-4371,
e-mail email@example.com or website http://www.hypermarcas.com.br/ri
The Company highlights that the Debentures shall be issued for private placement purposes
only, with no public selling efforts being made with investors; partial placement is acceptable.
The Company undertakes to keep its shareholders and the market in general posted on any
eventual new information on the subject matter of the present Notice to Shareholders.
São Paulo, December 9, 2010.
Martim Prado Mattos
CFO and Investor Relations Officer
To access the full document, please click here.
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.