MINUTES – DOCUMENT UNDER CVM’S ANALYSIS
CALL NOTICE OF PUBLIC OFFERING FOR THE ACQUISTION OF COMMON SHARES
ISSUED BY
BANCO NOSSA CAIXA S/A,
Code ISIN BRBNCAACNOR2
CNPJ/MF No. 43.073.394/0001-10
for the account and on behalf of
BANCO DO BRASIL S/A
CNPJ/MF No. 00.000.000/0001-91
BB BANCO DE INVESTIMENTO S/A, a private company, wholly-owned subsidiary of
Banco do Brasil S/A, with head offices in the City of Rio de Janeiro (RJ), at Rua Senador
Dantas, 105 – 36th floor, enrolled with the National Register of Legal Entities of the
Ministry of Finance – CNPJ/MF under No. 24.933.830/0001-30, as Arranger Institution
(“BB BI” or “Arranger Institution”), for the account and on behalf of BANCO DO BRASIL
S/A, a mixed-capital company, with head offices in the Federal District, Setor Bancário
Sul, Quadra I, Bloco “C”, Edifício Sede III, 24th floor, enrolled with the National Register
of Legal Entities of the Ministry of Finance – CNPJ/MF under No. 00.000.000/0001-91
(“Bank of Brazil” or “Offeror”), hereby addresses to the shareholders of the common
shares issued by Banco Nossa Caixa S/A (“Banco Nossa Caixa” or “Company”), this
public offering for the acquisition of up to the totality of the common shares issued by the
Company (“Offering”), under the terms of art. 254-A of Law No. 6.404/76 (“LSA”), and
pursuant to CVM Ruling No. 361/02 (“Ruling 361/02”), and the New Market Listing
Regulation (Regulamento de Listagem do Novo Mercado) of the São Paulo Stock
Exchange (“New Market Regulation” and “BOVESPA”), in accordance with the following
terms and conditions:
I.
SALE OF CORPORATE INTEREST
I.I.
Legal Grounds. The Offering is made based on art. 254-A, of the LSA, and as a
result of the sale of corporate interest of Banco Nossa Caixa to the Offeror. According to
the share purchase and sale agreement (“Agreement”), entered into on December 19,
2008, the Governo do Estado de São Paulo (“São Paulo State”) sold, to the Bank of
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Brazil, the totality of the 76.262.912 (seventy-six, two hundred sixty-two and nine
hundred
twelve)
common
shares
held
by
it,
representing
71.2499527144%
(approximately seventy-one point twenty-five per cent) of the total voting capital stock of
Banco Nossa Caixa.
The execution of the Agreement and of the Memorandum of Understanding that
preceded it, was disclosed to the market by the Relevant Facts published on December
22, 2008 and November 20, 2008, respectively.
I.II.
Acquisition Price. For the acquisition of the 76.262.912 (seventy-six, two hundred
sixty-two and nine hundred twelve) common shares of Banco Nossa Caixa, owned by the
São Paulo State, the Bank of Brazil undertook to pay the total amount of R$
5.386.496.425,21 (five billion, three hundred eighty-six million, four hundred ninety-six
thousand, four hundred twenty-five Reais and twenty-one cents), corresponding to the
amount of R$ 70,63 (seventy Reais and sixty-three cents) per Share.
I.III. Payment. The acquisition price will be paid in 18 (eighteen) equal and successive
monthly installments, in the amount of R$ 299.249.801,40 (two hundred ninety-nine
million, two hundred forty-nine thousand, eight hundred and one Reais and forty cents)
each, adjusted by SELIC, since November 20, 2008 until the date of the effective
payment of each installment, and the expiry date of the first installment will be on March
10, 2009.
II.
THE OFFERING
II.I.
Shares. The Offeror proposes to acquire, through the Arranger Institution, up to the
totality of common shares issued by the Company, not included in the operation of sale of
corporate interest, corresponding, on this date, to 30.772.825 (thirty million, seven
hundred seventy-two thousand, eight hundred and twenty-five) common shares,
representing 28.5004729% (approximately twenty-eight point seventy-five per cent) of the
total voting capital stock (“Shares”).
II.I.I.
Absence of Restrictions. For the valid adhesion to the Offering, the Shares
must be free and clear of any lien, encumbrance, restrictions or impediments, and in
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compliance with the requirements for trading of the BOVESPA Operation
Regulations.
II.I.II.
Dividends. If the Company declares dividends and/or interest on net equity
in the period comprised between the date of publication of this Call Notice and the
date of settlement of the Offering, such dividends and/or interest will be paid in favor
of the shareholders registered as holders or beneficiaries of the Shares on the
declaration date.
II.II. Offering Price. The acquisition price of the shares in the offering (“Offering
Price”), according to the New Market Regulation, will be equivalent to 100% (one
hundred per cent) of the price to be paid by the Offeror to the State of São Paulo, for the
shares representing the corporate interest of Banco Nossa Caixa, in the amount of R$
70,63 (seventy Reais and sixty-three cents) per share (“Price per Share”), adjusted by
SELIC, since November 20, 2008 until the date of settlement of the Offering.
II.II.I.
Information to BOVESPA. The Arranger Institution will inform by written
notice to BOVESPA the final price per Share for the Auction, which corresponds to
the Price per Share, updated until the date of settlement.
II.III. Payment of the Offering Price. Also pursuant to the New Market Regulation, the
Offering Price will be paid in national currency, in 18 (eighteen) equal and successive
monthly installments, daily adjusted by SELIC, since November 20, 2008 until the expiry
date of each installment, and the expiry date of the first installment will be on March 10,
2009, observing thus the same conditions contracted with the São Paulo State, with the
following calculation formula:
PM = Q x PPA x 1/18 x F
PM = Value of each Monthly Installment to be paid to the acceptors of the Offering;
Q=
Number of Shares traded by the acceptor of the Offering;
PPA = Price per Share, corresponding to R$ 70,63 (seventy Reais and sixty-three cents);
F=
f1 x f2 x f3 x ... x fD-1
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F=
Factor for price adjustment. Index accrued every business day, as from
November 20, 2008 until the business day immediately before the payment data
of the Monthly Installments to the shareholder acceptor of the Offering;
f=
Factor for daily adjustment by SELIC rate, as disclosed by the Central Bank
of
Brazil
–
BACEN,
in
its
address
on
the
Internet
(http://www.bcb.gov.br/?SELICDIA), rounded up in the eighth number after the
point;
f1 =
Factor for daily adjustment corresponding to November 20, 2008;
fD-1= Factor for daily adjustment corresponding to the business day immediately
before the day of each payment.
II.III.I. Installments Accrual. If the conduction of the Auction, as provided for in item
III.I below, occurs after March 10, 2009, the Offeror will pay simultaneously to the
shareholders, on the date of the first settlement, the same number of installments already
paid until then, to the São Paulo State, all of them adjusted by SELIC, since November
20, 2008 until the settlement date.
II.III.II. Cash Payment. Pursuant to §1, of art. 4, of Ruling 361, the Offeror grants the
right to the shareholders, at their sole discretion and without any further conditions, to
decide on the cash payment of the Offering Price, with a discount for the full advance
payment, fixed at 4.20% (four point twenty per cent), which results in the final price to
be paid, calculated according to the following formula:
POV = Q x PPA x (1 – D) x F
POV = Cash value of the Offering Price, to be paid to the acceptors of the Offering, who
decided on the cash payment;
Q=
Number of Shares traded by the acceptor of the Offering;
PPA = Price per Share, corresponding to R$ 70,63 (seventy Reais and sixty-three cents);
D=
Percentage of the Discount, in the unit form (4.20% = 0.042);
F=
Factor for price adjustment, as defined in item II.III above.
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II.IV. Change or Revocation of the Offering. This Offering is unchangeable and
irreversible after this date, with exception of the legal restrictions that prevent its
accomplishment.
II.V.
Appraisal Report. Upon approval of CVM, it was no longer required the
preparation of a new appraisal report in view of the pre-determination of the Offering
Price, the liquidity of the Shares and the existence of the economic-financial appraisal,
prepared by PricewaterhouseCoopers, previously registered with CVM and disclosed in
the electronic addresses of CVM, BOVESPA and the Offeror, indicated in the end, where
the consultation can be made.
II.VI. Validity. This Offering will have a term of validity of 45 (forty-five) days, as from
the date of publication of this Call Notice, which ends on [•], when the Auction of the
Offering will be conducted in BOVESPA, according to item III below.
II.VII. Acceptance of the Offering: The shareholders that adhere to this Offering,
undertake to transfer to the Offeror the ownership of their Shares, including all the rights
inherent thereto, as provided for in this Call Notice.
III.
AUCTION
III.I. Procedures: The acquisition of the shares will be made through an auction
(“Auction”), with due regard to the rules and procedures established by BOVESPA, which
must be observed by the interested shareholders.
III.II. Date: The Auction will be conducted on [__.__.2009], at [__:00] hours, through
BOVESPA electronic trade system (“Auction Date”).
III.III. Registration: In the period comprised between the publication date of this Call
Notice and at [__:00] hours, of the business day immediately before the Auction Data,
the shareholders interested in the Offering must register with the Arranger Institution or
any brokerage firm authorized to operate on BOVESPA trade floor (“Authorized
Brokers”), to represent them in the Auction, observing the terms and procedures
provided for in the items below. To be eligible to participate in the Auction, the
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shareholders must observe the procedures required by the Authorized Brokers for their
registration, where it must be stated the shareholder’s obligation (i) to maintain his
registration with the Authorized Broker until the settlement of the last installment of the
Offering Price or (ii) if the shareholder decides to register with another Authorized
Broker during the receipt of the installments, he must inform such fact, at least 3 (three)
days before the settlement date subsequent to the original Authorized Broker, which shall
be obliged to transmit such information to CBLC, until the day before that date. In the
event of non-operation of the account held by the original Authorized Broker and if the
change of the Authorized Broker by the shareholder is not informed to CBLC within the
stipulated term, it shall inform to the Arranger Institution the name, address and
number of shares, so that the shareholder can receive the outstanding installments
directly in the branches of the Offeror’s bank.
III.IV. Shares in the Custody of Banco Nossa Caixa. The holders of Shares in the custody
of Banco Nossa Caixa, a financial institution depositary of its own registered shares, must
be qualified for the Auction, registering the Arranger Institution or any other Authorized
Broker, pursuant to item III.III above and item III.V below, in order to provide the prior
registration of their Shares in the custody of CBLC.
III.V. Compliance with the Terms: Each shareholder must be responsible for the
adoption of the necessary measures for the registration of the Shares to be held in the
custody of CBLC to be made in due course in order to qualify for the Auction.
III.VI. Participants: The Authorized Brokers must register, until [__:00] hours of the
Auction Date, in the BOVESPA MEGA system, under the code ________, the sale
offerings of the Shares of their clients.
III.VII. Disqualification. The shareholders that (i) do not deliver, in due course, the
registration documents; and (ii) do not transfer the Shares to the custody of CBLC,
according to the provisions in this Call Notice will be disqualified for the Auction.
III.VIII. Settlement: The settlement of the Auction will be made according to the CBLC
rules, and the provisions of this Call Notice, according to the expiry dates indicated in
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item II.III above, and if the case may be, in within 3 (three) business days after the
Auction Date.
III.IX. Guarantee: Pursuant to article 7, §4, of Ruling 361/02, the Arranger Institution
will guarantee the settlement of this Offering. CBLC will act exclusively to enable the
settlement, without being characterized as counterparty guarantor.
III.X. Brokerage Costs and Commissions: The shareholders that adhere to the Offering
must bear the brokerage costs and commissions for the sale of the Shares; and the
Offeror must bear those costs related to the purchase of the Shares, as well as the
expenses with the placement and settlement of this Offering.
IV.
INFORMATION ON BANCO NOSSA CAIXA
IV.I.
Register Information. Banco Nossa Caixa is a publicly-held, mixed-capital
company, with head offices in the City of São Paulo, State of São Paulo, at Rua XV de
Novembro, 111, 6th floor, enrolled with the National Register of Legal Entities of the
Ministry of Finance – CNPJ/MF under No. 43.073.394/0001-10.
IV.II. Corporate Purpose. The purpose of Banco Nossa Caixa is the exercise of any
activities allowed to Institutions that belong to the National Financial System, especially:
(i) the banking activity related to the practice of active, passive and ancillary operations
inherent to a multiple bank, with due observance of the portfolios authorized by the
Central Bank of Brazil; (ii) exchange operations; (iii) operations relating to the issue and
administration of debit and credit cards, including food, meals and the like; (iv)
operation of underwriting, acquisition and distribution of shares, obligations and any
other instruments or securities in the capital market, for investment or resale; (v)
operations related to the exercise of administration of securities portfolios; and (vi)
provision of services of securities custody and banking services of agency and financial
supply under multiple forms.
IV.III. Capital Stock. The capital stock subscribed and fully paid-up of Banco Nossa
Caixa, on September 30, 2008, was of R$ 2.436.603.677,91 (two billion, four hundred
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thirty-six million, six hundred and three thousand, six hundred seventy-seven Reais and
ninety-one cents), divided into 107.035.737 (one hundred seven million, thirty-five
thousand, seven hundred and thirty-seven) common shares, without par value.
IV. IV. Shareholding of Banco Nossa Caixa, in Dec/2008:
•
NOSSA CAIXA – Position in December/2008
Shareholder
São Paulo State
Others
Total
Interest
71.25%
28.75%
100.00%
Nossa Caixa Shareholders
IV.IV.I. Related Persons and Shareholding Officers. With exception of the members of
the Board of Directors of Banco Nossa Caixa, who hold one share each, no other officer of
the Company is a shareholder. The list below indicates the persons related to the
controlling shareholder, according to the definition of Ruling 361/02, and the officers of
the Offeror and the Arranger Institution who are shareholders:
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SHAREHOLDER
No. of shares
Institute of Social Security of São Paulo State (Instituto de
Previdência do Estado de São Paulo) – IPESP
6
Company of Housing and Urban Development of São Paulo State
(Cia. Desenvolvimento Habitacional e Urbano do Estado de São
Paulo) - CDHU
33
Department of Waters and Electric Energy (Departamento de
Águas e Energia Elétrica)
6
Department of Motorways (Departamento de Estradas de
Rodagem) – DER
6
Officers
284
IV.V. Economic-Financial Indexes of Banco Nossa Caixa.
Indicadores
2006
2007 3º Trimestre/2008
Retorno sobre o Patrimônio Líquido médio (%)
Retorno anualizado sobre o Ativo médio (%)
Índice de Eficiência (%)
Cobertura da Despesa de Pessoal com Receitas de Serviços
Índice da Basiléia (%)
Índice de Imobilização (%)
17,8
1,2
55,5
67,1
23,4
19,9
11,0
0,7
63,6
79,9
15,8
16,8
30,5
1,8
51,5
114,5
13,6
16,8
Fonte: www.nossacaixa.com.br - Relatório Anual 2007 e Relatório Trimestral - 3T08
Indexes
2006
2007 3rd Quarter/2008
Return on Investment average (%)
Annual Return on Assets average (%)
Efficiency Index (%)
Personnel Expenses Coverage with Services Income
Basiléia Index (%)
Immobilization Index (%)
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IV.VI. Information on the Trading with Shares of Banco Nossa Caixa.
Valores em R$
Cotação
Fechamento
PL por ação
28/12/2006
28/12/2007
17/07/2008
30/09/2008
Média de 2008
44,71
22,69
39,86
35,43
24,28
25,84
29,74
-
Valor econômico
por ação*
23,60
42,49
-
Fonte: Economática
* Relatório de Avaliação Econômica - Setembro de 2008, PriceWatersHouseCoopers
V.
INFORMATION ON THE OFFEROR
V.I.
Register Information. The Bank of Brazil is a publicly-held, mixed-capital
company, with head offices in the Federal District, Setor Bancário Sul, Quadra I, Bloco
“C”, Edifício Sede III, 24th floor, enrolled with the National Register of Legal Entities of
the Ministry of Finance – CNPJ/MF under No. 00.000.000/0001-91.
V.II.
Corporate Purpose, Activity Sectors and Activities Developed: The purpose of
Bank of Brazil is the practice of all active, passive and ancillary operations, the provision
of banking services of agency and financial supply under multiple forms and the exercise
of any activities allowed to Institutions that belong to the National Financial System. The
Bank of Brazil may also carry out activities in the trading of agricultural products and
promote the circulation of manufactured goods. As instrument of enforcement of the
credit and financial policy of the Federal Government, it is incumbent upon the Bank of
Brazil the performance of the duties attributed to it by law, mainly those provided for in
art. 19, of Law No. 4.595, of December 31, 1964, with due observance of the provisions in
arts. 5 and 6, of its bylaws. The management of the funds of third parties is made through
the contract of a subsidiary or controlled company of the Bank of Brazil.
V.III. Capital Stock. The capital stock subscribed and fully paid-up of the Bank of Brazil,
on September 30, 2008, was of R$ 13.211.644.135,82 (thirteen billion, two hundred
eleven million, six hundred forty-four thousand, one hundred thirty0-five Reais and
eighty-two cents), divided into 2.542.181.530 (two billion, five hundred forty-two million,
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one hundred eighty-one thousand, five hundred and thirty) common shares, without par
value.
VI.
INFORMATION ON THE ARRANGER INSTITUTION
VI.I.
Register Information. BB Banco de Investimento S/A, with head offices in the City
of Rio de Janeiro (RJ), at Rua Senador Dantas, 105 – 6th floor, enrolled with the National
Register of Legal Entities of the Ministry of Finance – CNPJ/MF under No.
24.933.830/0001-30.
VI.II. Relationship between the Arranger Institution and the Offeror. Besides the
relationship relating to the Offering, BB Banco de Investimento S/A is a wholly-owned
subsidiary of the Bank of Brazil for the exercise of investment bank activities.
VI.III. Shares. With exception of the investment funds managed by the Offeror, as
described below, the Arranger Institution, its controlling company and related persons,
are not the holders, nor do they have under their discretionary administration, shares
issued by the Company.
BB TOP ACOES
MULTISETORIAL ATIVO FI
BB TOP ACOES IBOVESPA
INDEXADO FI
BB TOP ACOES IBRX
INDEXADO FI
BB TOP ACOES SETORIAL
BANCOS FI
BB TOP ACOES IBOVESPA
ATIVO FI
BRASILPREV TOP A FUNDO
DE INVESTIMENTO EM
ACOES
BB MIRANTE IBRX FIA
BB PREVIDENCIA ACOES FI
XV DE NOVEMBRO, 20 3
ANDAR
3.000 ON
PRACA QUINZE DE
NOVEMBRO, 20 2 /3
24.100 ON
ANDAR
PRACA QUINZE DE
NOVEMBRO, 20 2/3
ANDAR
15.000 ON
PRACA QUINZE DE
NOVEMBRO, 20 3 ANDAR 70.600 ON
PRACA QUINZE DE
NOVEMBRO, 20 2 E 3
ANDAR
6.600 ON
PRACA QUINZE DE
NOVEMBRO, 20 2/3
53.000 ON
ANDAR
PRACA XV DE NOVEMBRO,
20 S 201/202
3.500 ON
PC XV DE NOVEMBRO, 20 2
E 3 ANDAR
14.500 ON
NM
NM
NM
NM
NM
NM
NM
NM
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VII.
DECLARATIONS OF THE OFFEROR AND THE ARRANGER INSTITUTION.
VII.I. Declaration. The Offeror and the Arranger Institution have no knowledge of the
existence of any facts or circumstances, not disclosed to the public, which may materially
influence the results of the Company or the quoted value of the Shares.
VIII. ADDITIONAL INFORMATION
VIII.I. Updating of the Registration of Publicly-Held Company. The Offeror declares that,
to the extent of the information held by it, the registration of publicly-held company of
Banco Nossa Caixa is duly updated, pursuant to article 21, of Law No. 6.385/76.
VIII.II. Nominal List of Shareholders, Call Notice and Economic-Financial Appraisal.
The nominal list of all shareholders of the Company, with the respective addresses and
number of shares, described by type and class, is at the sale of anyone interested, upon
identification and receipt, in the head offices of the Offeror, the Company, the Arranger
Institution, CVM and BOVESPA, including in the electronic means. The EconomicFinancial Appraisal of the Company, prepared by PricewaterhouseCoopers, can be
consulted in the electronic addresses of CVM, BOVESPA and the Offeror, indicated
below. A copy of this Call Notice can be obtained in the following addresses and Internet
pages:
•
BANCO DO BRASIL S/A
SBS - Ed. Sede III - 24º Andar, CEP: 70.073-901, Brasília (DF)
Telefone/Fax: (61) 3310-3400
www.bb.com.br
•
BANCO NOSSA CAIXA S/A
Rua XV de Novembro, n.º 111, Centro, CEP: 01013-001, São Paulo (SP)
Telefone: (11) 3244-6008 - Fax: (11) 3244-6194
www.nossacaixa.com.br
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•
BB BANCO DE INVESTIMENTO S/A
Rua Senador Dantas, n.º 105, 36º andar, Centro, CEP: 20.031-080, Rio de Janeiro (RJ)
Telefone: (21)3808.6340- Fax: (21)3808.3239
www.bb.com.br/offeringpublic
•
SECURITIES
COMMISSION
(COMISSÃO
DE
VALORES
MOBILIÁRIOS) - CVM
Rua Cincinato Braga, n.º 340, 2º, 3º e 4º andares, Bela Vista, CEP: 01333-010 São Paulo (SP)
Rua Sete de Setembro, n.º 111, 5º andar, “Centro de Consultas”, CEP: 20050-901, Rio de
Janeiro (RJ)
www.cvm.gov.br
•
SÃO PAULO STOCK EXCHANGE (BOLSA DE VALORES DE SÃO
PAULO) - BOVESPA
Rua XV de Novembro, n.° 275, Centro, CEP: 01013-001, São Paulo (SP)
www.bovespa.com.br
VIII.III. Future Corporate Events. According to the notice to the market, based on the
Relevant Facts disclosed on November 20, 2008 and December 22, 2008, the Company
will be subsequently merged by the Offeror, with the legal consequences, for which
reason Offeror is released from the payment provided for in item I, of caput, of art. 10, of
Ruling 361/02, with reference to all the facts and events that impose the conduction of a
compulsory IPO and/or grant the right to withdraw related to the merger. In the
occurrence of other facts and events not related to the merger of the Company, which
may impose the conduction of a compulsory IPO and/or grant the right to withdraw
within the scope of of the Company, the Offeror undertakes to pay to the shareholders
that accept the Offering, the difference in a greater amount, if any, between the price that
they receive for the sale of their Shares, adjusted as provided for in this instrument and
in the applicable legislation, and the amount that would be due as a result of said facts
and events, pursuant to the aforementioned art. 10, item I, subitems “a” and “b”, of
Ruling 361/02.
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VIII.IV.
Registrations in CVM and BOVESPA: This Offering was submitted to the
previous analysis of CVM and registered on [__.__.2009] under No. [______].
BOVESPA also authorized the conduction of the Auction in its electronic trading system.
São Paulo, [•] [•], 2009
__________________
BANCO DO BRASIL S/A
__________________
BB BANCO DE INVESTIMENTO S/A
Arranger Institution
“GRANTING OF THE REQUEST FOR REGISTRATION OF THIS PUBLIC
OFFERING OF ACQUISITION OF SHARES DOES NOT IMPLY, BY THE
SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS) –
CVM, GUARANTEE OF VERACITY OF THE INFORMATION PROVIDED,
JUDGMENT ON THE QUALITY OF THE COMPANY OBJECT OR THE PRICE
OFFERED FOR THE SHARES OBJECT OF THIS OFFERING”
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