Listed Company
CNPJ 07.415.333/0001-20 NIRE 35.300.323.416
CVM Code 23.825
VAMOS LOCAÇÃO DE CAMINHÕES, MÁQUINAS E EQUIPAMENTOS S.A.Listed Company
CNPJ 23.373.000/0001-32 NIRE 35.300.512.642
CVM Code 24.716
MOVIDA PARTICIPAÇÕES S.A.Listed Company
CNPJ 21.314.559/0001-66 NIRE 35.300.472.101
CVM Code 23.282
JSL S.A.Listed Company
CNPJ 52.548.435/0001-79 NIRE 35.300.362.683
CVM Code 22.020
MATERIAL FACTSIMPAR S.A. ("SIMPAR") (B3: SIMH3), VAMOS Locação de Caminhões, Máquinas e Equipamentos S.A. ("VAMOS") (B3: VAMO3), MOVIDA Participações S.A. ("MOVIDA") (B3: MOVI3) and JSL S.A. ("JSL") (B3: JSLG3), and together with SIMPAR, VAMOS and MOVIDA, (the "Companies"), in compliance with Law No. 6,404/76 ("Brazilian Corporations Law"), CVM Resolution No. 44/21 and CVM Resolution No. 80/22 ("RCVM 80"), hereby inform their shareholders and the market in general that, on this date, their respective Boards of Directors unanimously approved the terms and conditions of private capital increases of SIMPAR, VAMOS and MOVIDA, which will include investment commitments (i) by BNDES Participações S.A. -BNDESPAR ("BNDESPAR") in SIMPAR, VAMOS and MOVIDA; (ii) by JSP Holding S.A. ("JSP"), the
controlling shareholder of the Companies, and other institutional investors ("Institutional Investors") in SIMPAR; and (iii) by SIMPAR in VAMOS and MOVIDA (the "Transaction").
Capital Increases of SIMPAR, VAMOS and MOVIDA
In the context of the Transaction, the Boards of Directors of SIMPAR, VAMOS and MOVIDA approved the implementation of private capital increases, within the limit of the authorized capital of each of the companies (respectively, the "SIMPAR Capital Increase," the "VAMOS Capital Increase," the "MOVIDA Capital Increase" and, collectively, the "Capital Increases"), under the terms and conditions summarized below and detailed in the notices to shareholders disclosed by the Companies on this date:
The SIMPAR Capital Increase will amount to at least R$1,400,000,009.64 (one billion, four hundred million, nine reais and sixty-four cents) and up to R$2,000,000,010.56 (two billion, ten reais and fifty-six cents), through the private subscription of a minimum of 124,555,161 (one hundred twenty-four million, five hundred fifty-five thousand, one hundred sixty-one) and a maximum of 177,935,944 (one hundred seventy-seven million, nine hundred thirty-five thousand, nine hundred forty-four) new common, registered, book-entry shares with no par value issued by SIMPAR ("New SIMPAR Shares"), to be paid in cash, in Brazilian currency, at the issue price of R$11.24 (eleven reais and twenty-four cents) per New SIMPAR Share;
The VAMOS Capital Increase will amount to at least R$400,000,000.40 (four hundred million reais and forty cents) and up to R$600,000,000.60 (six hundred million reais and sixty cents), through the private subscription of a minimum of 103,896,104 (one
hundred three million, eight hundred ninety-six thousand, one hundred four) and a maximum of 155,844,156 (one hundred fifty-five million, eight hundred forty-four thousand, one hundred fifty-six) new common, registered, book-entry shares with no par value issued by VAMOS ("New VAMOS Shares"), to be paid in cash, in Brazilian currency, at the issue price of R$3.85 (three reais and eighty-five cents) per New VAMOS Share; and
The MOVIDA Capital Increase will amount to at least R$500,000,011.24 (five hundred million, eleven reais and twenty-four cents) and up to R$750,000,011.00 (seven hundred fifty million, eleven reais), through the private subscription of a minimum of 42,662,117 (forty-two million, six hundred sixty-two thousand, one hundred seventeen) and a maximum of 63,993,175 (sixty-three million, nine hundred ninety-three thousand, one hundred seventy-five) new common, registered, book-entry shares with no par value issued by MOVIDA ("New MOVIDA Shares"), to be paid in cash, at the issue price of R$11.72 (eleven reais and seventy-two cents) per New MOVIDA Share.
Pursuant to the Investment Agreements (as defined below and further described herein), the following investment commitments were undertaken in the Capital Increases:
SIMPAR
VAMOS
MOVIDA
BNDESPAR
From R$600,000,000.92 to
R$679,720,678.80
From R$199,999,996.35 to
R$300,000,000.30
From R$249,999,999.76 to
R$374,999,999.64
JSP
From
R$188,000,003.96 to R$300,000,006.08
-
-
Institutional
investors
R$ 500,000,002.64
-
-
SIMPAR
-
From R$59,999,997.75 to
R$89,999,998.55
From R$74,999,995.24 to
R$112,499,998.72
Total
From
R$1,288,000,007.522 to R$1,479,720,687.52
From
R$259,999,994.10 to R$389,999,998.85
From
R$324,999,995.00 to R$487,499,998.36
The investment commitments of BNDESPAR, JSP and the Institutional Investors ensure that the minimum subscription required for the ratification of the SIMPAR Capital Increase is achieved, subject to the verification of the applicable conditions precedent.
All shareholders of the Companies will be granted preemptive rights to subscribe for the shares to be issued in the Capital Increases.
The Transaction is aligned with the strategic planning of the Companies and the execution of long-term initiatives, with a focus on efficiency, sustainable development and the enhancement
2JSP has undertaken to subscribe and pay in full for New SIMPAR Shares so that the minimum subscription amount of the SIMPAR Capital Increase of R$1,400,000,009.64 is reached, it being noted that JSP's total investment commitment will be limited to an amount of up to R$300,000,006.08
of logistics, mobility and infrastructure chains, driving innovation in these sectors and contributing to the country's competitiveness. Additionally, it contributes to value creation, to the strengthening of the capital structure, the reduction of the cost of capital, capital, greater efficiency in the pricing of the shares and the increase in the daily liquidity of SIMPAR, MOVIDA and VAMOS shares
BNDESPAR Investment Agreement
On this date, JSP, SIMPAR, VAMOS and MOVIDA, on the one hand, and BNDESPAR, on the other hand, with the intervening consent of JSL, entered into the "Investment Agreement and Other Arrangements" pursuant to which JSP, SIMPAR and BNDESPAR undertook to privately subscribe for New SIMPAR Shares in the context of the Capital Increases (the "BNDESPAR Investment Agreement").
Investment Commitments of BNDESPAR, JSP and SIMPAR
Through the BNDESPAR Investment Agreement, BNDESPAR has undertaken to subscribe and pay in full (i) in the SIMPAR Capital Increase, during the preemptive rights period, 53,380,783 (fifty-three million, three hundred eighty thousand, seven hundred eighty-three) New SIMPAR Shares in the total amount of R$600,000,000.92 (six hundred million reais and ninety-two cents) and, during the oversubscription period, up to 7,092,587 (seven million, ninety-two thousand, five hundred eighty-seven) New SIMPAR Shares in the amount of up to R$79,720,677.88 (seventy-nine million, seven hundred twenty thousand, six hundred seventy-seven reais and eighty-eight cents); (ii) in the VAMOS Capital Increase, during the preemptive rights period, 51,948,051 (fifty-one million, nine hundred forty-eight thousand, fifty-one) New VAMOS Shares in the total amount of R$199,999,996.35 (one hundred ninety-nine million, nine hundred ninety-nine thousand, nine hundred ninety-six reais and thirty-five cents) and, during the oversubscription period, up to 25,974,027 (twenty-five million, nine hundred seventy-four thousand, twenty-seven) New VAMOS Shares in the amount of up to R$100,000,003.95 (one hundred million, three reais and ninety-five cents); and (iii) in the MOVIDA Capital Increase, during the preemptive rights period, 21,331,058 (twenty-one million, three hundred thirty-one thousand, fifty-eight) New MOVIDA Shares in the total amount of R$249,999,999.76 (two hundred forty-nine million, nine hundred ninety-nine thousand, nine hundred ninety-nine reais and seventy-six cents) and, during the leftovers period, up to 10,665,529 (ten million, six hundred sixty-five thousand, five hundred twenty-nine) New MOVIDA Shares in the amount of up to R$124,999,999.88 (one hundred twenty-four million, nine hundred ninety-nine thousand, nine hundred ninety-nine reais and eighty-eight cents).
In all Capital Increases, the shares to be subscribed by BNDESPAR will be limited to a maximum of 50% of the total number of shares effectively subscribed, and BNDESPAR's ownership interest in the share capital of each Company will not exceed 10%. BNDESPAR's investment commitments will be implemented through the assignment of preemptive rights by JSP or SIMPAR, as applicable.
Additionally, JSP has undertaken to subscribe and pay in full, in the SIMPAR Capital Increase, during the preemptive rights period, at least 16,725,979 (sixteen million, seven hundred twenty-five thousand, nine hundred seventy-nine) New SIMPAR Shares in the total amount of R$188,000,003.96 (one hundred eighty-eight million, three reais and ninety-six cents) and, further, during the preemptive rights period or the leftovers period, such additional New SIMPAR Shares as may be required to reach the minimum subscription amount of the SIMPAR
Capital Increase - it being noted that JSP's total investment commitment will be limited to an
amount of up to R$300,000,006.08 (three hundred million, six reais and eight cents).
Finally, SIMPAR has undertaken to subscribe and pay in full (i) in the VAMOS Capital Increase, during the preemptive rights period, 15,584,415 (fifteen million, five hundred eighty-four thousand, four hundred fifteen) New VAMOS Shares in the total amount of R$59,999,997.75 (fifty-nine million, nine hundred ninety-nine thousand, nine hundred ninety-seven reais and seventy-five cents) and may subscribe, during the leftovers period, at its sole discretion, up to 7,792,208 (seven million, seven hundred ninety-two thousand, two hundred eight) New VAMOS Shares in the amount of up to R$30,000,000.80 (thirty million reais and eighty cents); and (ii) in the MOVIDA Capital Increase, during the preemptive rights period, 6,399,317 (six million, three hundred ninety-nine thousand, three hundred seventeen) New MOVIDA Shares in the total amount of R$74,999,995.24 (seventy-four million, nine hundred ninety-nine thousand, nine hundred ninety-five reais and twenty-four cents) and may subscribe, during the leftovers period, at its sole discretion, up to 3,199,659 (three million, one hundred ninety-nine thousand, six hundred fifty-nine) New MOVIDA Shares in the amount of up to R$37,500,003.48 (thirty-seven million, five hundred thousand, three reais and forty-eight cents).
JSL Call Option
SIMPAR has granted BNDESPAR a call option for BNDESPAR to acquire up to 14,222,248 (fourteen million, two hundred twenty-two thousand, two hundred forty-eight) common, registered, no-par-value shares issued by JSL ("JSL Call Option" and "JSL Option Shares", respectively), representing up to 5% of JSL's share capital, upon payment of the lower of the following amounts for each JSL Option Share: (i) R$7.89 (seven reais and eighty-nine cents); and
(ii) the equivalent of 95% of JSL's share price at the close of trading on the business dayimmediately prior to the exercise date of the JSL Option.
The JSL Call Option may be exercised by BNDESPAR within 30 days following the ratification of the SIMPAR Capital Increase, and its effectiveness is subject to the prior ratification of the SIMPAR Capital Increase.
If the JSL Call Option is exercised, SIMPAR will apply the funds received from BNDESPAR to strengthening SIMPAR's capital structure, in support of its business plan.
BNDESPAR's Right to Invest in Future Capital Increases
In the context of the Transaction and pursuant to the BNDESPAR Investment Agreement, BNDESPAR will have the right, for a period of 3 years, to invest in any future capital increases of VAMOS, MOVIDA and JSL until it reaches, as applicable, an ownership interest of up to 10% of the share capital of each company (a "Future Capital Increase").
If a Future Capital Increase is carried out as a private capital increase, SIMPAR will assign to BNDESPAR preemptive rights enabling BNDESPAR to subscribe for and pay in shares representing up to 50% of the total amount of such Future Capital Increase, until it reaches the maximum ownership interest of 10% of the share capital. If a Future Capital Increase is carried out through a primary public offering of shares, the respective company will ensure that up to 15% of the shares issued in the base primary offering are allocated to BNDESPAR in the offering book, provided that BNDESPAR submits an investment order at a price per share not lower than the issue price established in the public offering.
BNDESPAR's right to invest in Future Capital Increases shall be subject, in the case of VAMOS and MOVIDA, to the prior ratification of the VAMOS Capital Increase and the MOVIDA Capital Increase, respectively, and, in the case of JSL, to the prior ratification of the SIMPAR Capital Increase.BNDESPAR Shareholders' Agreements
In the context of the Transaction, on this date, BNDESPAR entered into: (i) with JSP and Mr. Fernando Antonio Simões, with the intervening consent of SIMPAR, the SIMPAR Shareholders' Agreement (the "SIMPAR Shareholders' Agreement"); (ii) with SIMPAR, with the intervening consent of VAMOS, the VAMOS Shareholders' Agreement (the "VAMOS Shareholders' Agreement"); and (iii) with SIMPAR, with the intervening consent of MOVIDA, the MOVIDA Shareholders' Agreement (the "MOVIDA Shareholders' Agreement"), which shall become effective subject to: (a) the ratification of the respective Capital Increases; and (b.1), in the case of the SIMPAR Shareholders' Agreement, the effective subscription for and payment in by BNDESPAR of shares issued by SIMPAR corresponding to the amount of BNDESPAR's investment commitment; and (b.2), in the case of the VAMOS Shareholders' Agreement and the MOVIDA Shareholders' Agreement, the effective subscription for and payment in by BNDESPAR of shares representing at least 5% of their respective share capital, pursuant to the BNDESPAR Investment Agreement.
In addition, provided that BNDESPAR reaches an ownership interest of at least 5% of the share capital of JSL through the exercise of the JSL Call Option and/or through the subscription of shares issued by JSL in the Future Capital Increases of JSL, BNDESPAR may require SIMPAR to enter into the JSL Shareholders' Agreement (the "JSL Shareholders' Agreement" and, together with the SIMPAR Shareholders' Agreement, the VAMOS Shareholders' Agreement and the MOVIDA Shareholders' Agreement, the "Shareholders' Agreements").
The Shareholders' Agreements govern BNDESPAR's rights and prerogatives as a minority shareholder of the Companies, including, among others, the right to appoint one 1 member of the Board of Directors, one 1 member of the Statutory Audit Committee and one 1 member of the Finance Committee of each Company, subject to the terms and conditions of the respective Shareholders' Agreement.
In addition, specifically pursuant to the SIMPAR Shareholders' Agreement: (i) JSP, Fernando Simões and BNDESPAR undertook a lock-up obligation with respect to all shares issued by SIMPAR held by them for a period of six (6) months following the ratification of the SIMPAR Capital Increase; and (ii) BNDESPAR will also have veto rights over the approval of specific matters related to the protection of its investment in SIMPAR.
The Shareholders' Agreements will not grant BNDESPAR control (including joint control) of the Companies and are intended solely to protect BNDESPAR's minority, transitional and non-executive nature investments in the Companies.
The remaining terms and conditions of the Shareholders' Agreements may be reviewed in the full versions of such agreements, which are available on the investor relations websites of each Company and on the website of the Brazilian Securities and Exchange Commission - CVM (https://sistemas.cvm.gov.br/).