KLABIN S.A. Publicly-Held Company CNPJ/MF No / NIRE NOTICE TO SHAREHOLDERS

Transcription

1 KLABIN S.A. Publicly-Held Company CNPJ/MF No / NIRE NOTICE TO SHAREHOLDERS KLABIN S.A. ( Company ) hereby informs its shareholders and the market in general that at the Meeting of the Board of Directors ( RCA ) of November 28, 2013, the issue of debentures mandatorily convertible into subordinated shares, in a single series ( Debentures and Issue, respectively), was approved, which will be subject of a private placement on the terms and conditions set under the Private the Deed of the sixth (6 th ) Issue of Debentures Mandatorily Convertible into Shares of the Subordinated Type, Single Series, for Private Placement of Klabin S.A. ( Debenture Deed ). Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários ( Fiduciary Agent ) will represent the pool of Debentureholders ( Debentureholders ). We explain that all the terms summarized herein are also set under the Debenture Deed, which is available in full on the Company s webpage ( and on the webpage of both the CVM and BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros ( BM&FBOVESPA ). The Issue will take place subject to the conditions and with the characteristics below: 1. Total Issue Amount: The total Issue amount will be one billion, seven hundred million Reais (R$1,700,000,000.00) ( Total Issue Amount ). 2. Series: The Issue will be made in a single series. 3. Quantity: Twenty-seven million, two hundred thousand (27,200,000) Debentures will be issued. 4. Unit Par Value: The unit par value per Debenture will be sixty-two Reais and fifty cents (R$62.50) ( Unit Par Value ). 5. Use of Proceeds: The proceeds obtained by the Company with the Issue will be allocated for the construction of a plant in the city of Ortigueira (State of Pará) ( Plant ) with a production capacity of 1.5 million tons of pulp per year, of which approximately 1.1 million tons of short-fiber pulp and 400 thousand tons of long-fiber pulp. 6. Type: The Debentures will be of subordinate type and will not be guaranteed. 7. Issue Date: For all legal purposes, the Debentures Issue Date will be November 28, 2013 ( Issue Date ). 1

2 8. Subscription Price and Payment: The Debentures will be subscribed for and paid in at their Unit Par Value, in national currency. Whether the Debentures are subscribed within the exercise of the Preemptive Right or in the division of remaining debentures, they will be paid in on January 6, 2014 ( Payment Date ). 9. Partial Placement and Minimum Subscription: A partial placement of the Debentures shall be allowed provided that the total amount subscribed reaches not less than one billion, six hundred and fifty million Reais (R$1,650,000,000.00) ( Minimum Issue Amount ), any unsubscribed balance being cancelled In the event of failure to reach the Minimum Issue Amount, the amounts received as payment shall be returned, in up to three (3) Business Days, by the Company, by the custody agent, for shares under the custody of BM&FBOVESPA, or by the Bookkeeping Agent, for shares issued by the Company and held with the bookkeeping institution ( Bookkeeping Agent ), in any case, with no interest or monetary adjustment and no reimbursement of any taxes accruing thereon. 10. Distribution and Trade Registration: The Debentures will be subject of a private placement without the intermediation of institutions belonging to the securities distribution system and/or of any sale effort in relation to investors.notwithstanding the provisions of item 9 above, the Debentures will be held under the electronic custody of BM&FBOVESPA and, following the Lock-up Period (as defined below), shall be admitted for trade in the secondary market by means of the BOVESPAFIX System ("BOVESPAFIX"), which is managed and operated by BM&FBOVESPA The Debentures may not be traded, transferred, assigned, donated, lent, given as guarantee and/or sold in any way, or converted into Units, except in the event of an Early Conversion (as defined below), during the term of eighteen (18) months as from the Payment Date, as defined above ( Lock-up Period ), that is, by July 6, The Debentures shall be admitted for trade on the BM&FBOVESPA as from July 7, Maturity Term: The Debentures shall mature on January 8, 2019 ( Maturity Date ). 12. Monetary Adjustment: Only for the purpose of Yield calculation, the Unit Par Value of the Debentures will be adjusted according to the variation factor of the closing quotation for the sale exchange rate from Reais to US Dollars made available on the SISBACEN the Information System of the Central Bank of Brazil ( Central Bank ), transaction PTAX-800, option 5, quotations for accounting purpose, currency 220, free market ( Exchange Rate ), calculated by using the rate in force on the Business Day immediately preceding the Debentures 2

3 Payment Date and the rate in force on the Business Day immediately preceding the Payment Date of Yield on the Debentures for the respective period. 13. Yield: The Debentures will be entitled to conventional interest corresponding to a percentage according to the table shown in item 13.1 below, with two hundred and fifty-two (252) business days base, on the Unit Par Value adjusted as set forth in item 12 above, and calculated on an exponential and accrued basis per business day elapsed, based on a year of two hundred and fifty-two (252) business days, from (i) the Payment Date, or (ii) the last Payment Date of Yield on the Debentures Yield Payment: The Yield shall be paid on the dates below, according to the percentage applicable to the respective period: Payment Dates of Yield on the Debentures 1 st Business Day of the month following the 18 th month as from the Payment Date 1 st Business Day of the month following the 24 th month as from the Payment Date 1 st Business Day of the month following the 36 th month as from the Payment Date 1 st Business Day of the month following the 48 th month as from the Payment Date 1 st Business Day of the month following the 60 th month as from the Payment Date Percentage Twelve point twenty-four percent (12.24%) Three point ninety-two percent (3.92%) Eight percent (8%) Eight percent (8%) Eight percent (8%) A Business Day shall be deemed to be any day other than Saturdays and Sundays, a national holiday, a holiday in the State of São Paulo, in the City of São Paulo or a day on which, for any reason, the BM&FBOVESPA is closed for business. 14. Profit Sharing: Without prejudice to the Yield under item 13 above, each Debenture shall entitle its holder to a Profit Sharing pay in the Company s profits pursuant to the same conditions until the Company effectively pays any dividend, bonus in cash or any other pecuniary advantage the Company may give its shareholders as profits or reservation of profits, including as interest on equity, call or redemption of shares ( Profit Sharing ) at all times in a way that each Debentureholder is paid the same gross yield to which the latter would be entitled if all Debentures had already been converted into Units at the conversion bases set under the Debenture Deed, subject, however, to any deductions and withholdings as tax collections assessable on Profit Sharing pays The Profit Sharing shall be due on the Payment Date, including during the Lock-up Period, if applicable, and distribution thereof, however, shall be accumulated and withheld until the end of this Period. The Profit Sharing that may have been withheld shall be paid by the 3

4 Company on the first business day of the month following the eighteenth (18 th ) month as from the Payment Date, adjusted based on the Special System for Settlement and Custody SELIC rate, pro rata temporis, as from the date of withholding of the Profit Sharing up to the date of the effective payment, which payment shall be timely and prior informed to the market Furthermore, from the amount to be paid to the debentureholders as Profit Sharing the amount equivalent, in US dollars, to payment of two (2) months of Yield at the rate of eight percent per annum (8%), calculated on a pro rata temporis basis, shall be deducted. Such deduction shall be made on the first Profit Sharing and, on the other pays, as many as necessary to make the deduction in full. 15. Convertibility and Term for Exercise of the Conversion: The total and outstanding Debentures shall mandatorily and automatically be converted into depositary receipts ( Units ), and each Unit shall be composed of one (1) common share and four (4) preferred shares issued by the Company on the Maturity Date ( Mandatory Conversion ) Without prejudice to the Mandatory Conversion, the Debentures may be converted into Units (i) at any time, after termination of the Lock-up Period of the Debentures, wholly or in part, at the Debentureholders exclusive discretion, (ii) during the Lock-up Period of the Debentures within the scope of the Early Conversion (as defined below); or (iii) at the Company s exclusive discretion, in the event the Conversion by the Company and within the Conversion Period by the Company (as defined below) The Debentureholders may convert their Debentures into Units, at any time, including during the Lock-up Period upon occurrence of the following events ( Early Conversion ), as defined in the Debenture Deed: (i) spin-off, merger or amalgation of the share or amalgamation of the Company into another company, except if such change in the ownership structure is previously approved by Debentureholders representing at least seventy-five percent (75%) of the Outstanding Debentures (as set forth below) at the Debentureholders Meeting called for that purpose; (ii) change or transfer of the Company s direct or indirect control (pursuant to definition of control under article 116 of the Corporation Law) that entitles ownership interest to minority shareholders in a public offering for acquisition of shares by means of sale of control (tag along rights); and (iii) (A) liquidation, dissolution or winding-up of the Company; (B) adjudication of bankruptcy of the Company; (C) voluntary filing for bankruptcy by the Company; (D) petition for bankruptcy of the Company, not filed within the term under the law; or (E) petition for judicial or extrajudicial reorganization of the Company, regardless of the granting of the respective petition; and (iv) private issue of shares, warrants or convertible debentures where (a) the shareholders have preemptive rights; and (b) the price of issue of the shares, of exercise of the warrants or of the conversion of the debentures, as the case may be, is less than sixty-two Reais and fifty cents (R$62.50) per Unit or twelve Reais and fifty cents (R$12.50) per share, further with due regard for the terms of the Debenture Deed. 4

5 15.3 In the event that the Plant, within thirty (30) months as from the Payment Date, produces and sells cumulatively in this period an amount of pulp equivalent to at least three hundred thousand tons (300,000t) ( Base Date and Operational Level, respectively), the Issuer may at any time demand as from the forty-eighth (48 th ) month as from the Issue Date the conversion of the total outstanding Debentures into Units ( Conversion by the Issuer and Conversion Period by the Issuer, respectively) Delay or acceleration in reaching the Operational Level in relation to the Base Date will imply an equal delay or acceleration of the beginning of the Conversion Period by the Company so that, for the sake of example, the delay or the acceleration of one month in the Plant s reaching the Operational Level will result in a one-month acceleration or delay from the beginning of the Conversion Period by the Company. Variation of the Conversion Period by the Company, considering an increase by any acceleration, will be limited to two (2) years, at most, i.e. in this extreme case, the right to the Conversion by the Company may be exercised as from the thirty-sixth (36 th ) month as from the Payment Date. 16. Conversion Price: The number of Units to be delivered to the Debentureholders in the conversion shall result inform the division between (a) the Unit Par Value of Debenture; and (b) the fixed price of sixty-two Reais and fifty cents (R$62.50) per Unit ( Conversion Price ), which corresponds to twelve Reais and fifty cents (R$12.50) per share; i.e. in the conversion, each Debenture shall be equivalent to one (1) Unit. 17. Preemptive Right: The Company s shareholders ( Shareholders ) are assured a preemptive right to subscribe for the Debentures in the proportion of the number of common and/or preferred shares issued by the Company ( Shares ) and held by them pursuant to the ownership structure as of November 28, 2013 ( Preemptive Right ). As a result, as from November 29, 2013 (inclusive), Shares shall be traded ex-subscription (ex-preemptive right) The Preemptive Right shall be exercised within thirty (30) days as from publication of this notice to the shareholders, the assignment of the Preemptive Right being allowed according to paragraph six of article 171 of the Corporation Law Each common or preferred share is entitled to preemptive rights on the subscription of debenture. The fractions resulting from the Preemptive right or of the exercise of subscription rights of the outstanding underwritten shares shall not be considered. 18. Division of the Remaining Debentures Upon exercise of the Preemptive Right, the subscribers wishing to subscribe for the remaining Debentures shall express on the subscription bulletin a firm order of subscription for remaining Debentures. The subscriber shall stipulate the maximum number of remaining Debentures it intends to subscribe, limited to the total issue of Debentures, the filling-out of the 5

6 subscription bulletin of which shall be a condition for the validity of its firm order of subscription for remaining Debentures, in which case subsequent confirmation will not be needed Signature of the subscription bulletin, with the firm order of subscription of remaining Debentures, will serve as proxy to the Company, the Bookkeeping Agent or the custody agent or BM&FBOVESPA, as the case may be, for signature of the subscription bulletin of the remaining Debentures, which will take place automatically after calculation of the remaining Debentures without the need of any expression of interest on the part of the subscribers In the event the total Debentures subject of the firm orders of subscription for remaining Debentures are equal to or below the number of remaining Debentures available, then all the firm orders of subscription for remaining Debentures will be fully complied with In the event the total Debentures subject of the firm orders of subscription for remaining Debentures exceed the number of remaining Debentures, there will be a division among the subscribers that placed a firm order of subscription for remaining Debentures, to the proportion of the number of Debentures subscribed. 19. Procedures to Exercise Preemptive Right and place a Firm Order of Subscription for Remaining Debentures. The holders of Preemptive Rights who intend to exercise their relevant rights may do so (i) at the Company s head office, (ii) with the Bookkeeping Agent, or (iii) through the custody agent, as the case may be Terms: The holders of Preemptive Rights must abide by the terms set below for the exercise of such right and the placement of firm order of subscription for remaining Debentures: (i) Holders of subscription rights on Debentures that are not under BM&FBOVESPA s custody may exercise their Preemptive Right and on the subscription bulletin place their firm order of subscription for remaining Debentures at the Company s head office by December 27, 2013, [4:00 p.m.], Brasília time. (ii) Holders of subscription rights on Debentures that are under BM&FBOVESPA s custody may, through the custody agent, exercise their Preemptive Right and place their firm order of subscription for remaining Debentures by December 23, 2013, 8:00 p.m., Brasília time. 6

7 (iii) (iv) Holders of subscription rights on Debentures that are not under BM&FBOVESPA s custody may, by means of thebookkeeping Agent, Itaú Unibanco S.A., exercise their Preemptive Right and on the subscription bulletin place their firm order of subscription for remaining Debentures by December 26, 2013,4:00 p.m., Brasília time. Holders of subscription rights on Debentures whether or not under BM&FBOVESPA s custody, upon elapse of the terms set on items (ii) and (iii) above shall exercise their Preemptive Right and place the firm order on the subscription bulletin of subscription by December 27, 2013, until 4:00 p.m., at the Company s head office Orders for subscription of Preemptive Right will not be accepted after December 27, Service Facilities The service to shareholders and assignees of Preemptive Rights will be made available at the facilities of each custody agent and at the Bookkeeping Agent at the following branches: Belo Horizonte (State of Minas Gerais) Av. João Pinheiro 195 Centro; Brasília (Federal District) SCS Quadra 3 - Ed. Dona Ângela Sobreloja; Curitiba (State of Pará) Rua João negrão 65 Centro; Porto Alegre (State of Rio Grande do Sul) Rua Sete de Setembro 746 Centro; Rio de Janeiro (State of Rio de Janeiro) Rua Sete de Setembro 99 Subsolo Centro; Salvador (State of Bahia) Av. Estados Unidos, 50-2º. Andar - Ed. Sesquicentenário; and São Paulo (State of São Paulo) Rua Boa Vista 176-1º. Subsolo Centro The service will be made available at the Company s head office, at Avenida Brigadeiro Faria Lima, No , 5 th floor, São Paulo, State of São Paulo Form of Debenture Subscription. (i) Holders of subscription rights on Debentures under custody of BM&FBOVESPA. 7

8 Holders of subscription rights on Debentures issued by the Company and under BM&FBOVESPA s custody wishing to exercise them should observe the procedures set by the BM&FBOVESPA and/or their respective custody agents in connection with the signature of the subscription bulletin and submission of the documentation referred to in item 21.5 below. The subscribers that wish to subscribe for the remaining Debentures shall place on the subscription bulletin or subscription list, according to the procedure adopted by the BM&FBOVESPA, their firm order of subscription for remaining Debentures, and stipulate the maximum number of remaining Debentures it intends to subscribe. Signature of the subscription bulletin will serve as proxy to the custody agent or BM&FBOVESPA, as the case may be, for the signature of the subscription bulletin for the remaining Debentures, which shall take place automatically after calculation of the remaining Debentures, and no further expression of interest on the part of the Debenture subscribers will be needed. (ii) Holders of subscription rights on Debentures not under custody of BM&FBOVESPA. Holders of subscription rights on Debentures issued by the Company and which are not under BM&FBOVESPA s custody and that wish to exercise their right shall address to the Bookkeeping Agent for the subscription for the Debentures upon signature of the subscription bulletin pursuant to the form made available by the Bookkeeping Agent, and the submission of the documentation referred to in item 21.5 below, which shall be presented by the subscribers. Subscribers that wish to subscribe for remaining Debentures shall place on the Subscription bulletin their firm order of subscription for remaining Debentures, and stipulate the maximum number of remaining Debentures it intends to subscribe. Signature of the subscription bulletin will serve as proxy to the Bookkeeping Agent for the signature of the subscription bulletin for the remaining Debentures, which shall take place automatically after calculation of the remaining Debentures, and no further expression of interest on the part of the Debenture subscribers will be needed. (iii) Subscription with the Company. On an exceptional basis, on the Deadline for Exercise of the Preemptive Right, holders of subscription rights on Debentures issued by the Company under custody of BM&FBOVESPA or not, and that wish to exercise their rights, shall go to the Company s head office for subscription of the Debentures, upon signature of the subscription bulletin, pursuant to the form made available by the Company, and delivery of the documentation referred to in item 21.5 below. Subscribers that wish to subscribe for remaining Debentures shall place on the subscription bulletin their firm order of subscription for remaining Debentures, and stipulate the maximum number of remaining Debentures it intends to subscribe. Signature of the subscription bulletin will serve as proxy to the Company for the signature of the subscription bulletin for the remaining Debentures, which shall take place automatically after calculation of the remaining 8

9 Debentures, and no further expression of interest on the part of the Debenture subscribers will be needed. In any of the situations above, the signature of the subscription bulletin will represent an expression of the subscriber s irreversible and irrevocable will to purchase the subscribed Debentures, thus generating for the latter an irrevocable and irreversible obligation to pay them Payment of Debentures The Company will inform the market about the result of the division of the remaining Debentures on December 30, 2013 ( Information of the Result of the Division of Remaining Debentures ) The Debentures subscribed for within the scope of the Preemptive Right and the division of the remaining Debentures, pursuant to the Information of the Result of the Division of Remaining Debentures, shall be paid in by the subscribers by no later than January 6, 2014 upon: (i) Electronic Transfer of Funds TED to current account , branch 0910, held by the Company with Banco Itaú (341), in the event of subscription by means of the Bookkeeping Agent and the Company; and (ii) on the terms and conditions set by the custody agents, in the event of holders of subscription rights on Debentures under custody of the BM&FBOVESPA Documentation for subscription of Debentures by holders of subscription rights that are not under custody of the BM&FBOVESPA. (v) Individual: Identity Card, Individual Taxpayer Register (CPF) and proof of address. (i) Legal Entity: original and copy of the Bylaws and minutes of election of the current executive board or restated articles of association in effect, National Corporate Taxpayers Register (CNPJ) card, corporate documentation granting representation powers, and originals of the Identity Card, CPF and proof of address of its representatives. 21. Additional Information: Further information may be obtained from the Company s Investor Relations Department at Avenida Brigadeiro Faria Lima, rd, 4th and 5th floors, Itaim Bibi, in the city of São Paulo, State of São Paulo or on the Company s website ( 9

10 São Paulo, November 28, Klabin S.A. Antonio Sergio Alfano Investor Relations Officer rat/cri-i/mss/58451.doc 11/29/13 10