TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A.
COMPANY REGISTRY (NIRE): 33.3.0027843-5
CORPORATE TAXPAYER ID (CNPJ/MF): 07.859.971/0001-30
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON MAY 7, 2012
1.
DATE, TIME AND VENUE: Held on May 7, 2012, at 6:30 p.m., at the Company's
headquarters located at Praça XV de Novembro nº 20, 10º andar, salas 1002 e 1003, Centro, in the
city and state of Rio de Janeiro.
2.
ATTENDANCE AND CALL NOTICE: The call notice formalities were complied with, after
which the meeting was attended by the sitting Board members Djalma Bastos de Morais, Pedro
Grossi Júnior, João Almeida dos Santos, Luiz Ricardo da Câmara Lima, Luiz Carlos da Silva
Cantidio Júnior, Carlos Roberto Cafareli, Maurício Luís Luchetti and Ernesto Paulo da Silva Nunes
and the alternate members Cristiano Corrêa de Barros, Eliana Soares da Cunha Castello Branco,
Luiz Henrique de Castro Carvalho, Jorge Kalache Filho, Carlos Alberto de Figueiredo Trindade
Neto, Marcelo Hudik Furtado de Albuquerque and Carlos Massaru Takahashi.
3.
PRESIDING BOARD: Djalma Bastos de Morais presided over the meeting and invited Ari
Cesar Paiva de Almeida to act as secretary.
4.
AGENDA: To resolve on the Company’s capital-raising of up to nine hundred and ten
million reais (R$910,000,000.00), which may be executed through the Company’s fifth issue of
promissory notes (“Promissory Notes”) or the Company’s issue of bank credit notes (“CCB”).
5.
RESOLUTIONS TAKEN: After discussing the matters of the agenda, the members of the
Board of Directors unanimously and without restrictions resolved to:
(A)
Authorize and submit to the Extraordinary Shareholders’ Meeting a Company capitalraising operation, which may be executed through:
(a) the fifth issue of Promissory Notes in a single series, with nominal unit value of five million
reais (R$5,000,000.00), totaling up to nine hundred and ten million reais (R$910,000,000.00) on the
issue date, for public distribution, with restricted placement efforts and firm placement
commitment, in accordance with CVM Instruction 476, of January 16, 2009, as amended, with the
following characteristics:
(i)
The funds from the issue of the Promissory Notes will be allocated to the payment
of the amount agreed under the Share Purchase Agreement, entered into on March 16, 2012
between the Company and Abengoa Concessões Brasil Holding S.A., for the acquisition by
the Company of 50% of the shares issued by União de Transmissoras de Energia Elétrica
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S.A. – UNISA, in accordance with the terms described in the material fact announced to the
market on March 16, 2012, as well as to strengthen the Company’s cash flow;
(ii)
The Company will issue up to one hundred and eighty-two (182) Promissory Notes,
in a single series, with nominal unit value of five million reais (R$5,000,000.00), on the issue
date, given that the issue date of the Promissory Notes will be the date on which they are
effectively subscribed and paid in, with the subscription and the payment of the Promissory
Note occurring on the same date. The payment of the Promissory Notes will be executed on
demand in local currency;
(iii)
The nominal unit value of the Promissory Notes will not be adjusted for inflation.
The holders of the Promissory Notes will be entitled to interest of one hundred and four
percent (104.00%) of the average Interbank Deposit rate (over extra group), expressed as a
percentage per year of two hundred fifty-two (252) working days (“DI Rate”), calculated and
disclosed on a daily basis by CETIP S.A. – Organized Over-the-Counter Market for Assets
and Derivatives (“CETIP”) in the daily bulletin available on its website
(http://www.cetip.com.br) (“Remuneration of the Promissory Notes”). The Remuneration of
the Promissory Notes will accrue on the nominal unit value of the Promissory Notes from the
issue date until the maturity or early redemption date, whichever occurs first (or on the date
of early redemption of the Promissory Notes upon the occurrence of one of the default events
described in the Promissory Notes instrument), and will be calculated exponentially and
cumulatively on a pro rata temporis basis, using the number of working days elapsed, in
accordance with the criteria defined in “Caderno de Fórmulas de Notas Comerciais e
Obrigações - CETIP21” available for consultation on CETIP’s website
(http://www.cetip.com.br) (“Caderno de Fórmulas CETIP21”), and in accordance with the
formula that must be included in the Promissory Note instruments;
(iv)
The Promissory Notes will be issued physically and will mature in up to 360 days
from the issue date. The nominal unit value of the Promissory Notes will be fully paid on the
maturity or the early redemption date, whichever occurs first, (or on the date of the early
redemption of the Promissory Notes due to the occurrence of one of the default events
described in the Promissory Notes instrument), plus the Remuneration of the Promissory
Notes;
(v)
Subject to the terms and conditions established in the Promissory Note instruments,
the Company may, at its sole discretion and at any time, carry out the total or partial early
redemption of the Promissory Notes, as of sixty (60) days from the issue date, provided that
CETIP and the holders of the Promissory Notes are duly informed at least five (5) working
days prior to the redemption date, without payment of any premium to the holders of the
Promissory Notes. Pursuant to Paragraph 2, Article 7 of CVM Instruction 134 of November
1, 1990, as amended, the early redemption will be carried out with the express consent of the
holders of outstanding Promissory Notes, which will be mentioned in the Promissory Note
instruments such that by subscribing, paying in or acquiring the Promissory Notes, the
holders automatically give their advance approval to early redemption.
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(vi)
The Promissory Notes will be registered for: (a) distribution in the primary market
through the Securities Distribution System (SDT), administered and operated by CETIP, with
the distribution settled through CETIP; and (b) trading in the secondary market through
CETIP21, administered and operated by CETIP, with the trades settled and Promissory Notes
held in electronic custody at CETIP, in compliance with the requirements and procedures set
forth by CVM Instruction 476, and may be traded only ninety (90) days after their
subscription or acquisition, pursuant to Article 13 of CVM Instruction 476;
(vii)
The Promissory Notes will not have any type of guarantee, including surety; or
(b) issue of bank credit notes (CCB) by the Company in favor of a prime Brazilian bank, of up to
nine hundred and ten million reais (R$910,000,000.00), in accordance with the following
characteristics:
(i)
The funds from the issue of the CCB will be allocated to the payment of the amount
agreed under the Share Purchase Agreement, entered into on March 16, 2012 between the
Company and Abengoa Concessões Brasil Holding S.A., for the acquisition by the Company
of 50% of the shares issued by União de Transmissoras de Energia Elétrica S.A. – UNISA, in
accordance with the terms described in the material fact announced to the market on March
16, 2012, as well as to strengthen the Company’s cash flow;
(ii)
The holders of CCB will be entitled to interest of one hundred and four percent
(104.00%) of the DI Rate calculated and disclosed on a daily basis by CETIP in the daily
bulletin available on its website (http://www.cetip.com.br) (“CCB Remuneration”). CCB
Remuneration will accrue on the face value of CCB, since the issue date until the maturity
date, calculated exponentially and cumulatively on a pro rata temporis basis, using the
number of working days elapsed, in accordance with the criteria defined in the Caderno de
Fórmulas CETIP21, and in accordance with the formula that must be included in the CCB;
(iii)
The CCB will mature in up to 360 days from the issue date. The face value of the
CCB will be fully paid in on the maturity date, accrued of the CCB Remuneration; and,
(iv)
The CCB will not have any type of guarantee, including surety;
It is incumbent upon the Company shareholders who attend the Extraordinary Shareholders’
Meeting to be held on May 23, 2012, at 11:00 a.m., to resolve on the capital-raising option to be
used by the Company, choosing between options “A” or “B” above; and
(B)
To authorize the Company’s Management to negotiate all terms and conditions to be
applicable to the chosen capital-raising option, as well as take all the necessary measures and enter
into any necessary instruments to issue the Promissory Notes or CCB, as the case may be, and to
decide, inclusive, after submitting the matter to the Finance Committee of this Board, the final
amount of Promissory Notes to be issued in the scope of the present issue or the face value of the
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CCB, as the case may be, within the limits established herein, as well as to hire services such as
custody, settlement, issue of certificates and payment agent, when applicable.
6.
CLOSURE: There being no further business to discuss, the Board of Directors’ meeting was
adjourned and these minutes were drawn up, read, found to be in compliance and signed by all
attending members.
___________________________________
Djalma Bastos de Morais
Chairman
____________________________________
Ari Cesar Paiva de Almeida
Secretary
Sitting members:
___________________________________
Djalma Bastos de Morais
____________________________________
Pedro Grossi Júnior
___________________________________
João Almeida dos Santos
____________________________________
Luiz Ricardo da Câmara Lima
___________________________________
Luiz Carlos da Silva Cantidio Júnior
____________________________________
Carlos Roberto Cafareli
___________________________________
Maurício Luís Luchetti
____________________________________
Ernesto Paulo da Silva Nunes
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Alternate members:
___________________________________
Cristiano Corrêa de Barros
____________________________________
Eliana Soares da Cunha Castello Branco
___________________________________
Luiz Henrique de Castro Carvalho
____________________________________
Jorge Kalache Filho
___________________________________
Carlos Alberto de Figueiredo Trindade Neto
____________________________________
Marcelo Hudik Furtado de Albuquerque
___________________________________
Carlos Massaru Takahashi
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