About the CCR Group: Established in 1999, the CCR Group is one of the five largest infrastructure concession companies in Latin America, the leader in the concession segment in Brazil, responsible for 19% (3,742.56 Km) of highways under private initiative administration. Driven by innovation and forward thinking, CCR created in 2018 four independent operational groups that group business units by similar subjects, namely: CCR Lam Vias, CCR Infra SP, CCR Aeroportos and CCR Mobilidade. The companies are responsible for managing the Company’s current businesses, in addition to developing and researching new opportunities in the primary and secondary market, in Brazil and overseas. It was the first Company to participate in the “Novo Mercado” segment of B3 (former BM&FBovespa) and is supported by the most stringent corporate governance practices since its establishment, comprising the Company’s Integrity and Compliance Program. Currently, through its companies, in the United States, Curacao, Ecuador and Costa Rica, in addition to Brazil, CCR counts on more than 15 thousand employees and it is proud to contribute to offer, on a daily basis, improved infrastructure, security, comfort and quality of life to millions of people throughout the world.
About CPC: Companhia de Participações em Concessões (CPC) is one of the companies comprising the CCR Group, mainly engaged in evaluating the new business opportunities, operating both in the primary market, in bidding processes, and the secondary market, it being responsible for the direct administration of eventual new businesses. CPC holds, since 2008, a 40% stake in Renovias, concessionaire of highways of the State of São Paulo and, in 2012, assumed 80% of the capital stock of concessionaire CCR Barcas, the fourth largest waterway transportation operator in the world. CPC also holds a 50% stake in Quiport, operator of Quito International Airport, in Ecuador; a 97.15% stake in Aeris Holding Costa Rica S.A., operator of Juan Santamaria International Airport, in Costa Rica; and a 79.8% stake in Curaçao Airport Partners NV, concessionaire of Curacao airport.
About CCR: CCR is the holding of the CCR Group, the first company to participate in the “Novo Mercado” segment of B3 (former BM&FBovespa), most stringent segment of the Brazilian stock market. Out of its common and voting shares, 55.23% are traded in the “Novo Mercado” segment of Bovespa. CCR is listed in the IBOVESPA index, and ISE, ICO2, IGC, IBrX-50, IBrX-100 and MSCI Latin America indices. With over 20 years of operations, CCR is recognized in the domestic and international markets by its successful history and continuous adoption of the most stringent corporate governance rules that direct its operations, comprising the Company’s Integrity and Compliance Program.
The following table contains resumed information on each of the concessions:
|Concession||Kilometers||2018 Equivalent Vehicles (1)||Expiration Date of the Concession Agreement||Share|
|NovaDutra – Concessionary of Rodovia Presidente Dutra S.A. – BR-116, connecting Rio de Janeiro and São Paulo||402.0||128.195.216||February 2021||100%|
|AutoBAn – Concessionary of Sistema Anhangüera Bandeirantes S.A. – three roads connecting São Paulo, Campinas and Limeira||319.8||259.694.106||April 2027||100%|
|RodoNorte – Concessionary of Rodovias Integradas S.A., or RodoNorte – four roads connecting Curitiba, Apucarana, Ponta Grossa and Jaguariaíva||567.8(2)||85.824.707||November 2021||86%|
|ViaLagos – Concessionary of Rodovia dos Lagos S.A. – three roads providing Região dos Lagos in the State of Rio de Janeiro||57||7.818.458||January 2047||100%|
|ViaOeste – Concessionary of the Castello Branco-Raposo Tavares road system, located in the State of São Paulo||169.3||115.909.265||December 2022||100%|
|Rodoanel Mario Covas- Administration of the west segment||29.3||131.552.987||June 2038||98.9%|
|Renovias – Concessionaire of Sistema Renovias Concessionária S.A. – connecting Campinas to Minas Gerais||345.7||21.770.402 (3)||June 2022||40%|
|SPVias – Concessionaire of Rodovias Integradas do Oeste S.A. – six roads linking the region of Sorocaba, Tatuí Avare and Itapeva||516||62.408.381||September 2028||100%|
|ViaRio – Concessionarie of ViaRio connection||13||8,544,268 (3)||April 2047||66.66%|
|MSVia – Concessionarie of Rodovia Sul-Matogrossense S.A.||845.4||44.696.777||April 2044||100%|
|ViaSul – Concessionary of Rodovias Integradas of South S.A.||473.4||12.769.407||February 2049||100%|
The following table contains summarized information regarding the urban mobility concessions:
|Concession||Kilometers||Passengers in 2018||Expiration Date of the Concession Agreement||Share|
|ViaQuatro – Line 4 of the São Paulo subway||12.8||217.706.482||April 2040||75%|
|Barcas S.A.||–||19.425.843||February 2023||80%|
|Metro System – Bahia||41||91.279.086||October 2043||100%|
The following table contains summarized information regarding the airport concession:
|Concession||Expiration Date of the Concession Agreement||Share|
|Quito – International Airport of Quito, Ecuador||January 2041||50%|
|Juan Santamaria – International Airport of Juan Santamaria, Costa Rica||May 2026||97.15%|
|Curaçao – International Airport of Curaçao, Curaçao||August 2033||79.8%|
|BH Airport||April 2044||38.25%|
We own 100% of the capital stock of all Concessionaires, except for RodoNorte in which we own 85.92% of the capital stock, with the remaining 14.08% held by local partners; Line 4 of the São Paulo subway, in which CCR owns 60% of the capital stock, together with Montgomery Participações (30%) and Mitsui & Co. Ltd. (10%); and RodoAnel in which we own 98.9% of the capital stock, with the remaining 5% held by Encalso Construções%; of Renovias, of which we own 40% of the shares and 60% of the shares of Encalso Construções de 60%; of ViaRio, of which we own 66.66% of the capital stock and Invepar with 33.34%; of Barcas, of which we own 80% of the shares representing capital stock and 20% is held by JCA Holding Participações, Barcas Around the Pier Administração e Participações and Auto Viação 1001 and Rodomar Participações; Quito, of which we own 50.0% of the capital stock; San José, of which we own 48.75% of the capital stock; Curaçao, of which we own 79.8% of the capital stock; and TAS, of which we own 70.0% of the capital stock.
(1) Vehicle equivalent is a measure generally calculated by adding heavy vehicles (commercial vehicles such as trucks and buses), multiplied by the number of axles charged. One light vehicle is counted as one axle of a heavy vehicle).
(2) The stretch presented comprises the 80.82 kilometers of roads offered.
(3) The number of equivalent vehicles refers to our stake of 40% in Renovias and 66.66% in ViaRio.
Resultados das Operações
The CCR Group generates substantially all of the revenues from toll payments on its highways. In 2018, 74% of total revenues came from toll collections, 1.4% from accessory revenues and 24.7% from other revenues (ViaQuatro, Barcas, STP, Airports, SAMM, Metrô Bahia, TAS and ViaMobilidade).
The Company collects tolls manually and via automatic vehicle identification, electronic payment systems in use on eight highways managed by the Company. The primary drivers of gross operating revenues are the number of toll-paying vehicles using its highways and the tariffs the Company charges, which are adjusted by general and construction-related inflation indexes.
The traffic on motorways the CCR Group operates totaled 986.5 million equivalent vehicle in 2018, compared to 1,012.2 million equivalent vehicle in 2017, 993.2 million equivalent vehicles in 2016.
Gross operating revenue came to R$ 8,330 million in 2016, R$ 8,900 million in 2017 and R$ 8,612 million in 2018. EBITDA was R$ 5,943.4 million in 2016, R$ 5,603.6 million in 2017 and came to R$ 4,538.0 million in 2018.
Capital expenditure requirements are generally heaviest in the first five years of the life of a concession, as this is when it requires the most significant improvements to the toll roads. The majority of CCR‘s Concessions have now been in force for at least five years and this period of especially heavy capital expenditure is largely completed.
The concession agreements into which CCR Group has entered are the means by which federal, state and municipal governments have delegated the management of the toll roads, urban mobility projects and airports. All relevant terms and conditions applicable to the concessions are set forth in the concession agreements, including with respect to the setting and adjustment of tariffs, the term and bases for termination of the concessions and other rights and obligations. Upon the expiration of the concession agreements, the ownership or control of its assets, which constitute substantially all of the assets used by the operations, is to revert to the granting authority, with compensation from the granting authority for the investments CCR Group has made that have not yet been fully amortized or depreciated.
The procedures under which the Company was awarded its concessions varies from concession to concession. For example, AutoBAn, ViaOeste and Renovias were awarded to the bidder offering the highest concession fee to the granting authority. The Nova Dutra, Ponte, RodoAnel and MSVia Concessions were awarded to the bidder proposing the lowest toll tariff. The RodoNorte concession was awarded to the bidder proposing to maintain the greatest length of feeder roads.
The CCR Group operates ten toll road networks, each of which is a concession owned by one of its operating subsidiaries. The Concessions have remaining terms from 2015 to 2047. For each, the Company is responsible for the road‘s restoration, reconstruction, modernization, monitoring, improvement, maintenance, upkeep and operation. Besides, the CCR Group is the operator of the concession of the Yellow Line of the São Paulo subway, of the Barcas and the VLT concessions in Rio de Janeiro city and the airport concessions of Quito, in Equador, San José, in Costa Rica and Curaçao, in Curaçao.
CCR was awarded the Rodovia Presidente Dutra, or Via Dutra concession, in 1995. It accounted for 14.3% of gross operating revenues in 2018. The road covers the 402.0-kilometer section of Via Dutra Highway (BR-116).
Via Dutra is the principal corridor between the two most important metropolitan areas in Brazil, in the state of Rio de Janeiro —Resende, Volta Redonda and Barra Mansa —and the state of São Paulo —São José dos Campos, Taubaté and Jacareí.
The highway also crosses agricultural regions, as well as a mountainous section known as the Serra das Araras. It is an interstate highway with urban sections, typically a divided highway with two lanes in each direction and with shoulders. In some sections the shoulder has been converted into a third lane for slow-moving trucks or acceleration or deceleration lanes. In the metropolitan areas of São Paulo and Rio de Janeiro, there are service roads separated from the main highway for slower-moving urban traffic.
The Via Dutra contains six toll plazas, four weighing stations, two operational control centers, and eleven user assistance bases. CCR holds the NovaDutra concession for a period of 25 years, until February 2021, pursuant to a grant from the federal government, represented by ANTT.
The Anhangüera-Bandeirantes system, or AutoBAn concession, with which CCR was awarded in 1998, accounted for 22.7% of gross operating revenues in 2018. The road is the largest concession highway in terms of revenues in the state of São Paulo and in Brazil.
The system consists of three highways: the Rodovia Anhangüera, the Rodovia dos Bandeirantes and the Rodovia Dom Gabriel Paulino Bueno Couto. The system is currently 316.8 kilometers long. The Rodovia Dom Gabriel Paulino Bueno Couto links the Rodovia Anhangüera and the Rodovia dos Bandeirantes in the Jundiaí region. The system runs through one of the most important economic regions in Brazil and links the city of São Paulo with the Campinas region. The system acts together with other highways, linking major urban centers in up-country São Paulo state with the port of Santos and the surrounding region, as well as other important regions of the state. The system is a key instrument in the economic and urban integration of the municipalities in the region.
The Anhanguera-Bandeirantes system is divided with two, three or four lanes in each direction, and it has ten toll plazas, ten user assistance bases, five weighing stations and one operational control center. Pursuant to the terms of the AutoBAn concession agreement, CCR also provides patrol vehicles to the highway patrol on the AutoBAn network and pays for the fuel used by them. The AutoBAn concession has been granted to CCR for a period of 28 years, until April 2027, by the state of São Paulo, represented by the state‘s DER, the ARTESP.
The Rodonorte – Rodovias Integradas S.A., or Rodonorte concession, with which CCR was awarded in 1997, accounted for 7.8% of gross operating revenues in 2018. The road system is, in terms of length, investments required by the concessionaire, and toll collection, the largest of the six concessions of the State of Paraná Highway Concessions Program. The network is 567.8 kilometers long.
Rodonorte‘s highway network is divided into two main sections. The first links Curitiba to Apucarana and connects the state capital to the largest industrial and agricultural center in the north of Paraná, where important cities such as Londrina and Maringá are located. This section is the primary route to the Port of Paranaguá . The second section, linking Ponta Grossa to Jaguariaíva, takes a northeast route towards São Paulo. The RodoNorte network consists of BR-376, between Apucarana and São Luis do Purunã, passing through Ponta Grossa ; BR-277, between São Luis do Purunã and Curitiba ; Highway PR-151, between Jaguariaíva and Ponta Grossa ; and BR-373, up to the junction with BR-376.
Within this system, 208 kilometers, or 43%, are divided highway with two lanes in each direction and with shoulders on both sides. 279.5 kilometers, or 57%, are undivided highway with one lane in each direction and with shoulders on both sides. There are also feeder-roads adjacent to the highways. Under the specific technical requirements of the concession, RodoNorte is responsible for the restoration and maintenance of these sections of roadway. The total distance of the feeder roads is 80.28 kilometers. Although RodoNorte is responsible for the restoration and subsequent upkeep and periodic maintenance of these sections of feeder road as concessionaire, it does not have the obligation to provide any other services, as it must for the highways. The feeder roads are undivided roads with one lane in each direction, with shoulders on both sides.
The RodoNorte system has seven toll plazas, six weighing stations, seven user assistance bases and one operational control center. The RodoNorte concession has been granted for a period of 24 years, until November 2021, by the state of Paraná, as represented by the DER of the state of Paraná, or DER/PR.
The Rodovia dos Lagos, or ViaLagos concession, with which CCR was awarded in 1996, accounted for 1.3% of gross operating revenues in 2018. The road serves the Região dos Lagos, which includes the municipalities of Araruama, São Pedro da Aldeia, Cabo Frio, Búzios and Arraial do Cabo and is a regional and national tourist destination. The region receives a number of summer vacationers who use the ViaLagos network of roads.
The ViaLagos system consists of three roads: RJ-124—between km 0 (near km 265 of the BR-101-Rio Bonito) and km 30 (Araruama); the new road parallel to the RJ-106—between km 0 (near km 30 of the RJ-124) and km 26 (near km 105 of the RJ-106); and RJ-106—between km 105 and km 109. The road system is 56 kilometers long. The road system is currently a paved undivided highway with two lanes in each direction and shoulders on each side.
The system contains a toll plaza, two user help centers and an operating control center. The concession expiration date is January 2047, in accordance with the award by the state of Rio de Janeiro, represented by the former DER/RJ and AGETRANSP.
In December 09, 2016, Concessionary of Rodovia dos Lagos S.A. (ViaLagos) signed the 10th Modificatory Amendment Term (“MAT”) under the Concession Agreement for the Provision of the Public Services of Monitoring. The purpose of the said MAT is to rebalance the economic and financial equation of the Concession Agreement, due to the inclusion, by the Grantor, of investments not originally provided for in the said Agreement and which were carried out. As provided for in the Concession Agreement, the restoration was carried out through an extension for ten (10) years of the term of the concession and a tariff review from August 1, 2016, pursuant to the principle of reasonable tariffs.
The start of the operation took place on April 31, 1998. ViaOeste accounted for 10.5% of gross operating revenues in 2018.
The following integrates ViaOeste‘s concession agreement: Rodovia Presidente Castello Branco (SP-280), from km 13.7 (city of Osasco) to km 79.38 (city of Itú); Rodovia Raposo Tavares (SP-270), from km 34.0 (city of Cotia) to km 115.5 (city of Araçoiaba da Serra) – except for the urban perimeters located between km 58.5 to km 63.0 and km 87.2 to km 89.3; Rodovia Senador José Ermírio de Moraes (SP-075), from km 0.0 to km 15.0 and Rodovia Dr. Celso Charuri (SP 091/270), from km zero to km 6.20. It is liable for the connection between the capital city and the west region of the São Paulo State, with the cities of Barueri, Osasco, Itapevi, Sorocaba and São Roque, as main cities served by the concession.
The concession‘s original deadline was 20 years, awarded by the state of São Paulo. To this end, on December 20, 2006 ViaOeste signed a Modifying Amendment Contract with the DER/SP. This amendment put the economic-financial equations of the Concession Contract back into balance, extending the concession award by 57 months, with expiration rescheduled for December 2022.
The Concessionária RodoAnel is the company responsible for administrating the 32-kilometer western segment of the Mário Covas Ring Road, which is an important beltway connecting the Raposo Tavares, Castello Branco, Anhangüera, Bandeirantes, and Régis Bittencourt highways, over which 240,000 vehicles travel every day. The concession contract is for 30, with the collection of tolls beginning on December 17, 2008. RodoAnel was responsible for 2.8% of gross operating revenues in 2018.
The Concessionária RodoAnel is formed by CCR (98.9%) and Encalso Construções (1.1%). The Integração Oeste Consortium, formed by these two companies, won the public bidding contest for operating the section, in March 2008, after presenting the lowest proposed toll rate. The consortium proposed R$ 1.1684, which was lower than the amounts presented by the other four competitors, representing a premium of 61% in relation to the ceiling of R$ 3 stipulated for the bidding by the government of the State of São Paulo.
The Ring Road marks the return to the São Paulo Concession Program and represents one of the main traffic solutions for Metropolitan São Paulo. With the payment of a granting fee of R$ 2 billion, the State had sufficient funds to conclude the construction of the southern section of the Ring Road, which is an important axis for the flow of agricultural and industrial products from the north and western side of the State to the Port of Santos. The highway is also of fundamental importance for lessening the number of trucks on the Tietê and Pinheiros By-Passes and on Bandeirantes Avenue.
In 2008, CPC acquired 40% of the capital of Renovias licensee. The roads administered by the company nowadays total an extension of 345.6 kilometers, connecting the city of Campinas to the South of the state of Minas Gerais. With a distribution of 220.5 kilometers of double lanes and 125.1 kilometers of single lanes, the road network interfaces with 15 cities: Campinas, Jaguariúna, Santo Antônio de Posse, Mogi Mirim, Mogi Guaçu, Estiva Gerbi, Aguaí, Casa Branca, Mococa, Espírito Santo do Pinhal, São João da Boa Vista, Águas da Prata, Vargem Grande do Sul, Itobi and São José do Rio Pardo. Renovias was responsible for 1.8% of gross operating revenues in 2018.
Renovias concession agreement was signed in April 1998, and the foreseen expiration date for its operations is June 2022. Since June 2008, the licensee’s capital stock is held in the following ratios: 60% by Encalso and 40% by CCR Group, through its controlled company CPC.
In October 2010, CPC acquired 100% of the capital stock of the SPVias highway concessionaire. The highways currently managed by the company total 515.0 km, linking the regions of Sorocaba, Tatuí, Avaré and Itapeva. Its highway network interfaces with approximately 12 municipalities in the Southwest quadrant of the state of São Paulo: among these are important centers such as Sorocaba and Avaré. The SPVias concession contract was signed in February 2002 and its operations are scheduled to expire in September 2028. SPVias was responsible for 6.8% of gross operating revenues in 2018.
The Concessionária da Linha 4 do Metrô de São Paulo S.A., a company in which CCR Group retains 75% of the capital together with Montgomery Participações S.A. and Mitsui & Co. Ltd., retainers of 15% and 10% of the capital respectively, holds the Sponsored Concession Agreement with the São Paulo State Government for the exploration of the passenger transport services on Line 4 (Yellow Line) of the São Paulo Subway.
The concession has a minimum term of 30 (thirty) years for the exploring passenger transportation of São Paulo Yellow Line 4 over its extension of 12.8 km and crosses Butantã, Pinheiros, Faria Lima, Paulista, República and Luz stations (Phase 1); Fradique Coutinho, Oscar Freire, Higienópolis. Maintenance station Vila Sônia and systems (Phase 2). The operation will be complemented from Vila Sônia to Taboão da Serra, trough Bus with no additional tariff. The concessionaire is responsible for the operation and maintenance, as well as the supply of trains and signaling and control systems. ViaQuatro was responsible for 5.6% of gross operating revenues in 2018.
In April 2012, CCR signed the ViaRio concession contract, valid for 35 years. The Rio Olímpico Consortium is comprised of CCR (66.66%) and Investimentos e Participações em Infraestrutura S.A. – Invepar (33.34%) a. The construction of the ViaRio is part of an Olympic Games 2016 investment package that will be carried out in Rio de Janeiro. The express highway runs for 13 (thirteen) km, connecting the Deodoro and Barra da Tijuca neighborhoods. ViaRio accounted for 0.9% of gross operating revenue in 2018.
On December 20, 2013, the proposal submitted by Companhia de Participações em Concessões, a subsidiary of Grupo CCR, was declared winner for the recovery, operation, maintenance, conservation, implantation of improvements and capacity expansion of the stretch of the BR-163/MS highway in Mato Grosso do Sul. The concession will last for 30 years. MSVia concession has extension of 847.2 km and integrates the 3rd phase of federal highways concessions program. The stretch covers the borders of Mato Grosso and Paraná, through a total of 19 cities from the state of Mato Grosso do Sul. MSVia accounted for 3.1% of gross operating revenue in 2017.
In April 2012, CPC acquired 80.00% (eighty percent) of the capital stock of Barcas. Barcas is a state public service concessionaire which owns, through 2023 (renewable for another 25 years), the concession to the right to exploit regularly scheduled waterway passenger transportation lines. The investments to be made will prioritize fleet recovery, acquisition of new vessels and station refurbishment. Barcas was responsible for 1.4% of gross operating revenues in 2018.
In May 2012, CPC acquired approximately 45.49% of the capital stock of the International Airport of Quito (NAIQ), in Ecuador. On December 10, 2015, CCR concluded financially the Share Purchase Agreement and other Covenants involving the acquisition of: (i) 4.5% of the capital stock of Quiport Holdings; (ii) 3.375% of the credits arising from the subordinated debt of Corporación Quiport; and (iii) 50% of the capital stock of ADC&HAS Management Ltd. As a result, CCR now held, indirectly, 50% of Quito International Airport, which is located in a duty-free zone exempt from income tax until 2025. The concession is for 30 years, ending in January 2041. International Airport of Quito was responsible for 3.3% of gross operating revenues in 2018.
In September 2012, CPC and CCR España acquired 48.75% of the capital stock of the concessionaire that holds the concession to operate and manage Juan Santamaria International Airport in Costa Rica. In October 2018, CCR España acquired another 48.40% interest in Juan Santamaria International Airport. As of this date, CCR indirectly holds a 97.15% stake in this asset through its subsidiaries. Juan Santamaria International Airport is located in the province of Alajuela, around 20 km from the center San José. Juan Santamaria International Airport serves 3.5 million passengers and performs 32,400 ATM operations every year. The concession term is 25 years, expiring in May 2026. Juan Santamaria International Airport accounted for 1.6% of gross operating revenue in 2018.
In October 2012, CCR España acquired 40.8% of the capital stock of the concessionaire that owned the concession to operate and manage the International Airport of Curaçao, in Curaçao. In June 2013, CCR España acquired more 39% of the Curacao International Airport, totaling 79.8% of the shares of the capital stock of CAI. The International Airport is located on the north coast of the Island of Curação, approximately 15 km from the center of the capital, Willemstad. The AIC serves 1.6 million passengers per year and conducts 25,900 ATMs per year. The current concession began on August 1, 2003 with a 30-year term of expiration, until August 2033. International Airport of Curaçao was responsible for 1.4% of gross operating revenues in 2018.
On January 24, 2014, the Governing Board of the National Civil Aviation Agency – ANAC declared the proposal presented by Consórcio Aerobrasil to be the winner of the bid for the expansion, maintenance and exploration of Tancredo Neves International Airport, in the municipalities of Confins/MG and Lagoa Santa/MG. On April 7, 2014, Concessionária do Aeroporto Internacional de Confins S.A., comprising: (i) Sociedade de Participação no Aeroporto Internacional de Confins S.A. (in turn comprising CPC, with 75.00%, Zurich Airport International AG, with 24.00%, and Munich Airport International Beteiligungs GmbH, with 1.00%), which retains 51.00% of the Concessionaire; and (ii) Empresa Brasileira de Infraestrutura Aeroportuária – Infraero, which retains the remaining 49.00%, signed the Concession Agreement for the services described above. The concession will have a term of 30 years. BH Airport was responsible for 3.2% of gross operating revenues in 2018.
In November 2015, CCR USA acquired 70.0% of the capital stock of TAS, a provider of airport activity administration and management services in airports in the United States. As a result, CCR now held, indirectly through its subsidiary. 70% of the capital stock of TAS, the remaining thirty percent (30%) being held by William John Evans, indirectly through Jack Holding, Inc. The TAS accounted for 3.2% of gross operating revenue in 2018.
In June 2013, Actua Assessoria S.A., a subsidiary of CCR, signed the VLT (“Light Train Vehicle”) concession contract for a period of 25 years from the issue date of the Start Order. With this project CCR still demonstrating interest in exploiting opportunities in the State of Rio de Janeiro and the promotion on its sustainable development through the improvement of transport infrastructure. The VLT accounted for 0.4% of gross operating revenue in 2018.
The implementation of the VLT is part of the strategy of the government of the State of Rio de Janeiro to ensure adequate transportation infrastructure for the Olympic Games in 2016, besides benefiting the entire population that uses the public transportation network. The VLT will be connected to subway, suburban trains, Barcas S.A. (ferry), BRT’s, conventional bus network and the Santos Dumont Airport, helping to consolidate the concept of integrated transportation network.
The “VLT Carioca” Consortium is formed by CIIS S.A., a subsidiary of CCR (24.9317%), Investimentos e Participações em Infraestrutura S.A. – Invepar (24.9317%) and Odebrecht TransPort S.A. (24.9317%), RIOPAR Participações S.A. (24.9317%), Benito Roggio Transporte S.A. (0.2506%) and RATP do Brasil Operações, Participações e Prestações de Serviços para Transporte Ltda. (0.0226%).
The Companhia de Metrô Bahia, which is wholly constituted by CPC, a company belonging to the CCR Group, is responsible for executing, under the Public Private Partnership regime, a sponsored concession, with civil works and systems, rolling stock supply, maintenance and expansion of the Salvador and Lauro de Freitas Metro System. The Concession will have a term of 30 years, until October 2043, with a total extension of 41 km, comprising 2 lines and 23 stations. Metro Bahia was responsible for 5.2% of gross operating revenue in 2018.
ViaMobilidade is the concessionaire responsible for the operation and maintenance of the Subway Line 5 and Line 17 (Gold) of the São Paulo State monorail. The concession is effective for 20 years. In the whole, the project will construct 25 stations, out of which 17 stations in Line 5 (Lilac) and 8 stations in Line 17 (Gold) of the monorail, totaling 27.8 Km of rails. ViaMobilidade accounted for 1.1% of the gross operational revenue in 2018.
CCR ViaSul, over 30 years of concession, is mainly engaged in the operation, maintenance and conservation of 473.4 Km of four important road routes for the economic and social development of the State of Rio Grande do Sul, namely: BRs 101, 290 (Freeway), 386 and 448, in addition to the operation of the mobile interspace of Guaíba bridge (BR 290) and Morro Alto tunnel (BR 101).
As shown by the interests detailed below, the Company has operating subsidiaries providing services that are related and complementary to those provided by its concessionaires:
CCR holds 85.92% of Parques’ capital stock. The remaining 14.08% are held by Paraná State partners. Parques Serviços Ltda. provides services, including traffic control, inspection and monitoring, as well as medical and mechanical emergency services, toll collection, vehicle weighing and information services, solely for Rodonorte. Parques provides services set forth in the operating consortia agreement, executed with the other RodoNorte’s shareholders
On November 27th 2000, a service contract was executed with CGMP and other highway concessionaires in the State of São Paulo, with Banco Itaú S.A. and ABCR acting as intervening parties to this contract, for implementation and management of the vehicle automatic identification system for the toll systems electronic payment called “Sem Parar” (Non-Stop), with a 6 (six)-year term. CCR did not carry out any disbursement for these services; the remuneration of CGMP arises from direct collection from our users.
CGMP provides electronic toll and parking payment services on a nationwide basis, while SGMP provides electronic payment services to concessions in the state of Rio de Janeiro.
CCR and Primav entered into an option agreement on July 7, 2003, the effect of which was to grant an option to acquire 14% of the share capital of STP to a group of shareholders of São Paulo state toll road concessionaires.The option was exercised and the shares were transferred on April 30, 2004.
With the amendment to the bylaws, STP began to provide services to facilitate the lives of highway users and parking lots located in shopping malls and airports by expanding electronic toll collections and assuring better traffic flows on the highways where it operates on a nationwide basis.
A pioneer and leader in the implementation of Automatic Vehicle Identification (VAI) systems in Brazil, STP is present in more than 185 toll plazas throughout Brazil, in the states of São Paulo, Rio de Janeiro, Rio Grande do Sul, Paraná, Minas Gerais and Santa Catarina.
In 2013, the “Sem Parar” (“No Stop”) system reached 4,303,000 active tags. CCR’s electronic means of toll payments posted growth of 14.1% compared to the previous year. The system’s share in overall toll collections was 68.7%.
On October 03, 2013 was concluded, after compliance with conditions precedent, through the Share Purchase Agreement and Other Covenants, the effective transfer of 10% of the shares representing the capital stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”) to Sampras Participações Ltda., affiliated company of Raízen Combustíveis S.A.. CCR became the owner of 34.24% of STP.
On January, 18, 2016, CCR S.A., in conjunction with the other shareholders of Serviços e Tecnologia de Pagamentos S.A., entered into a Share Purchase Agreement and Other Covenants as the SELLER, and DBTrans Administradora de Meios de Pagamento Ltda., as the PURCHASER, whose object was the sale of one hundred percent (100%) of STP’s capital stock by the SELLER to the PURCHASER for the total amount of four billion and eighty-six million reais (R$4,086,000,000.00) and through which CCR would sell all of its shares in STP, corresponding to 34.2372% of STP’s capital stock, for one billion, three hundred and ninety-eight million, nine hundred and thirty-three thousand, one hundred eight reais and fifty centavos (R$1,398,933,108.50) – base date of July, 1, 2016.
On August 31, 2016, the Share Purchase Agreement was concluded and all the shares representing the capital stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”), were effectively transferred by CCR and the other shareholders to DBTrans Administração de Meios de Pagamento Ltda.
Companhia de Participações em Concessões (CPC) operates as CCR’s strategic arm, by contributing with the premises of CCR’s qualified and sustained growth. Created in 2008, its objective is to evaluate the opportunities of new businesses, together with CCR, by acting as much in the primary market, in the bidding processes, as in the secondary market, being responsible for the direct administration of eventual new businesses. The first result of its operation happened in 2008, with the acquisition of 40% of the share interest in the Renovias licensee, which manages 345.6 kilometers of roads between Campinas (in the state of São Paulo) and the South of the state of Minas Gerais. In 2009, CPC acquired 45% of Controlar, which is responsible for the vehicular environmental inspection in the city of São Paulo, opening a new operation area in CCR Group. Such achievements show CPC’s total commitment in promoting the growth of CCR Group, by looking for projects, which are in accordance with the Group’s business, aiming at the promotion of the social and economic development of the areas where it operates.
Considering the growth of CCR Group in previous years and the perspective of the infrastructure area, a process of corporate reorganization was made in May. With that process, CPC incorporated CCR Engelog, dividing the areas of Engineering and Information Technology, and respectively creating the Engelog Division and the Engelogtec Division, both having management autonomy and focused on the results of the respective operation areas.
The incorporation’s objective was to provide a better asset management for CCR Group, besides offering an important competitive differential in the process of analysis and evaluation of new businesses.
CCR Engelog has been created to be the Engineering Center for the coordination of the construction and development of engineering solutions, through turnkey agreements and the management of projects by CCR Group licensees, and has broadened its purpose in the course of its existence to subjects related to information technology. Its creation has contributed to the strengthening of CCR’s image, by guaranteeing the accomplishment of the construction sites with a high standard of quality and efficiency, allied to the slightest impact possible to the users’ security, comfort and fluidity. Since the beginning of its trajectory, CCR Engelog has already operated in the management and monitoring of important works accomplished along the roads under the administration of CCR Group licensees in the states of Paraná, São Paulo and Rio de Janeiro, which shows the importance of its operation and the competitiveness gain that the group experiences by counting on its expertise.
With the incorporation by CPC, CCR Engelog has been divided into two divisions, the Engelog Division, which is specifically responsible for subjects related to the area of engineering, and the Engelogtec Division, which is responsible for subjects related to information technology.
CCR EngelogTec is a Division of CPC that strategically operates in the units of CCR Group, having the objective of rendering services in technology, by creating synergy among the licensees, spreading and standardizing the best practices of productivity and efficiency. Its contribution stands as a synonym of quality in engineering projects and works, by bringing dynamism, economy and a competitiveness gain that is acknowledged by the market in the operation of the companies.
Samm is the CCR Group’s company created to render multimedia communications services (MCS), and is focused on the transmission of high speed data in the states of São Paulo, Rio de Janeiro and Paraná. Its objective is to supply telecommunications infrastructure to meet current and future market demand. The creation of Samm is in step with the strategic plan for the qualified growth of the CCR Group.
The highway concession program in Brazil arose primarily from the accelerated deterioration of the major inter- and intra-state road links in the early 1990s, including the highways Presidente Dutra, Régis Bittencourt and Fernão Dias, among others, and the lack of public funds to repair and restore those roads. The decline in Brazil’s highway network threatened to compromise directly Brazil’s economic growth potential given the country’s heavy reliance upon road transportation for freight and passenger service. The Brazilian Highway Concession Program commenced in 1993 after the enactment of legislation established the general rules for all concession bidding processes and for entry into contracts between the government and the private sector.
In this context, CCR was established on September 23, 1998 to manage federal and state highway concessions. According to the Bylaws, our corporate purpose encompasses the following activities: (i) exploitation in Brazil and/or overseas, directly or indirectly, and/or through consortia, the business of concessions and public services, specifically the rendering of services involving execution, management and inspection of activities related to the conservation, improvement, recovery, expansion and operation of motorways and bridges;(ii) the rendering of consulting services, technical assistance and management of companies when related to the businesses listed in item (i) above; (iii) the carrying out of activities connected or related to the corporate purpose, directly or indirectly, including imports and exports; and (iv) ownership stakes in other companies, as a quota holder or shareholder.
CCR’s Original Shareholders – Andrade Gutierrez, Camargo Corrêa, Odebrecht, Sve and Serveng – belong to some of the largest Brazilian corporate groups. Prior to the Company‘s being established, they were direct shareholders in the current concessionaires of the CCR Group in different proportions and structures.
On December 28, 1999, shares were fully subscribed by the Original Shareholders (except for Brisa) and paid up after the entire interest held by them in the concessionaires’ capital is checked. Thus, CCR now holds a direct interest in the concessionaires and is controlled by such shareholders.
In January 2001, Brisa acquired 710,975 common shares and 718,702 preferred shares from the original shareholders, which represented 20% of CCR’s total capital stock. Brisa is a strategic partner operating an eleven-concessionaire system in Portugal through concession agreements executed with the local federal government.
CCR had been granted public company registry by CVM in December 19, 2000. On November 20, 2001, CCR became the first company to join Bovespa’s New Market – a special segment of Bovespa which requires world-class corporate governance practices. CCR was listed on Bovespa on February 1, 2002.
On December 15, 2003, the full selloff of the totality of the ownership interest owned by Odebrecht in the capital stock of CCR was concluded to Camargo Corrêa, AG Concessões, Serveng and Brisa, who exercised their rights of preference established in the shareholders agreement.
After the sale, the purchasing shareholders held the following interests in our company:
On December, 2003 SVE underwent a series of corporate operations and one of the many outcomes was the transfer of its interest in CCR’s capital stock to its shareholders. On December 16, 2003, SVE shareholders executed an agreement with Ativia, AGC Participações, Serveng, Brisa and others to regulate the sale of all CCR then shares held by SVE shareholders. Upon completion of the sale on March 18, 2004 the purchasing shareholders held the following interests in the company:
Finally, on May 14, 2004, CCR concluded its second offering of shares, increasing the total number of share by nearly 20%. After this operation, the Company had the following shareholding structure:
On February 1, 2006 the split of the existing common shares was approved, whereby each existing common share corresponds now to 4 common shares and, therefore, the Company‘s capital stock corresponds to 403,101,800 registered, book entry, common shares with no par value. As a consequence of the stock split, the Company‘s authorized capital stock increased to 480,000,000 common shares. Therefore, the Company has now the following shareholding structure:
On the same date, the amendment of the article 3 of the Company’s Bylaws , which describes the Company’s corporate purpose, in order to broaden the scope of activities related to the Transport Infrastructure Industry was approved, as follows: “business in Brazil and/or abroad, directly or indirectly, and/or through consortiums, related to concessions of public works and services and, more specifically, to the provision of services related to the operation of highways and roads, bridges, tunnels and underground infrastructure”.
On August 9, Consórcio METROQUATRO, formed by the companies CCR, Montgomery Participações S.A., RATP Développement S.A. and Benito Roggio Transporte S.A., placed a tender for the sponsored concession for the operation of the passenger transport services on the Line 4 – the yellow line of the São Paulo Subway, comprising the stretch between Luz and Taboão da Serra. Among all stated tenders, CONSÓRCIO was ranked first.
On November 29, the Concessionária da Linha 4 do Metrô de São Paulo S.A entered into Sponsored Concession Agreement with the São Paulo State Government for the exploration of the passenger transport services on Line 4 (Yellow Line) of the São Paulo Subway. In February 2007, Mitsui & Co. Ltd. was incorporated into the Concessionaire’s capital stock.
On December 20, 2006, the concessionaires AutoBan and ViaOeste executed Amendments 16 and 12 to the respective road concession agreements 005/CIC/1998 and 008/CIC/1997. Said amendments are designed to adjust the financial-economic equations of the Concession Agreements that were impacted by several changes in taxes and in the investment schedule. Pursuant to the Concession Agreements, the concessions were extended by 104 months in the case of AutoBan and 57 months in the case of ViaOeste.
On August 29, 2007, the consortium between CCR (10%) and Brisa – Autoestradas de Portugal S.A. (90%) announced to the market that it has won the bid for Northwest Parkway, in Denver, Colorado, U.S.A. The Brisa/CCR consortium paid US$543 million for the right to explore the concession for a 99-year term, and the Contract was signed on August 31, 2007. The highway is part of the Ring Road in the Denver region. The current length of the Northwest Parkway is 14 km (8.9 miles) and should be extended by another 4 km (2.3 miles) by 2020, when the remaining portion of the Denver ring also should be completed. The highway has two lanes each way and three toll stations, one on the main lane and two on the accesses.
On October 31, CCR established a partnership with Fundação Dom Cabral, CCR‘s Infrastructure and Logistics Centre, for the creation of a dynamic space for knowledge generation, contributing to the discussions on the concession models and the private sector‘s role in the Brazilian transportation segment, deepening the issues related to public-private partnerships and other issues related to the sector.
On December 1st, 2007, CCR has been included in the ISE, the BM&FBOVESPA‘s Corporate Sustainability Index, for the third consecutive year. The firms making up the ISE are selected from among the most liquid stocks on the BM&FBOVESPA and their share of the portfolio is weighted according to their market capitalization. The new portfolio contained 51 shares issued by 38 companies, with a combined market cap of R$ 961 billion em valor de mercado – correspondente a 43,7% da capitalização total da BOVESPA. Now in its seventh edition, it has become a benchmark for socially responsible investments and a catalyst for the adoption of good practices in the Brazilian corporate community.
On January 29, 2008, CPC announced the execution of a binding and irrevocable Purchase and Sale Commitment for the acquisition of 40% of the equity in Concessionária Renovias S/A. CPC‘s investment, subject to conditions precedent and adjustments set forth in said Commitment, will be R$265,000,000.00. The execution of the Purchase and Sale Commitment shows the success in CCR‘s qualified growth strategy, taking into account the capital discipline required, which is fundamental to increase CCR‘s value to its shareholders. The Renovias system is comprised of five highways, with a 345.6-kilometer extension, and interface with 15 cities in the State of São Paulo.
On, March 11, 2008, CCR, with a 95% stake, and Encalso, with the remaining 5%, obtained the best classification among the lowest toll fee proposals submitted in the bid for the concession of the Mário Covas Ring Road- West Segment. The bid was promoted by the ARTESP, based on the lowest toll fee. The toll fee presented was R$1.1684. The concession will have a term of 30 years and the CCR is now responsible for the execution of the following services: recovery, maintenance, monitoring, preservation, operation, extension, improvement and commercial use of the West segment of the Ring Road.
On June 01, Concessionária do Rodoanel Oeste S.A entered into a Concession Agreement for the exploration. The execution of the concession agreement of the west segment of the Mário Covas Ring Road represents another important step for CCR’s strategic plan for qualified growth, and the addition of value to shareholders, thus contributing to Brazil’s social and economic development.
On June 3, 2008, CPC concluded the stages called for in the Investment Agreement signed in January 2008, through which it owned 40% of the common and preferred shares of Renovias Concessionária S/A. Renovias is a public service highway concessionaire whose purpose is to exploit five motorways totaling 345.6 km, distributed currently in 220.5 km of dual lane highways and 125.1 km of single lane highways.
On February 9, 2009, CPC, together with CCR Group and Brisa Participações e Empreendimentos Ltda., entered into Purchase Agreement with CS Participações Ltda., its shareholders and its subsidiary BR Inspeções S.A., for the acquisition of a 45% interest in Controlar S.A. Controlar is a municipal public service concessionaire which retains, until 2018, the concession to implement and operate the Vehicle-in-use Inspection and Maintenance Program in the Municipality of São Paulo, being mandatory for all categories of vehicles manufactured since 2003 and registered in São Paulo City.
On May 04, 2009, CCR entered into an irrevocable and irreversible Share Purchase Agreement with Brisa for the sale of CCR’s entire interest (10%) of the capital stock in Northwest Parkway, LLC, in the amount of US$ 29.143.473,00. After said Purchase Agreement, Brisa now holds a 100% (one hundred percent) interest in Northwest Parkway, LLC.
On August 4, 2009, CCR completed its 5th issue of debentures, totaling R$ 598.2 million.
CPC concluded, on August 13, 2009, the phases established in the Purchase and Sale Agreement entered into on February 9, 2009 and now holds forty-five percent (45%) of the capital stock of CONTROLAR S.A.
On October 21, 2009, the Board of Directors approved a capital increase in the amount of R$ 1,098.9 million, upon the issuance of 33,300,00 common shares at R$ 33.00 per share and financial settlement on October 27, 2009. The Company’s shareholding structure was as follows:
|Soares Penido Concessões||57,241,819||13.0%|
In October 2010, Brisa was no longer CCR shareholder so therefore, the Company’s shareholding structure is as follows:
|Soares Penido Concessões||57,241,819||12.97%|
In November 2011, after the split, the Company’s shareholding structure is as follows:
|Soares Penido Concessões||304,004,776||17.22%|
In December 2011, the ViaLagos concession signed the 8th Modifying Amendment Contract (TAM) to the Highway Concession Contract. The purpose of the aforementioned TAM is to promote the re-equilibirum of the economic-financial equation of the Concession Contract, including the implementation of safety features to separate the highway lanes, the widening of the roadbed and the paving of shoulders, among others; and the reduction of the current toll rates, which will go into effect as of January 13, 2012. As called for in the Concession Contract, the new arrangement is made possible through an extension of the concession for a period of 15 years.
On January 16, 2012, inclusion in article 5 of CCR‘s Bylaws was approved of wording that describes the Company‘s corporate purpose, designed to expand its fields of activities related to the Airport Infrastructure Sector, as follows: “the exploitation in Brazil and/or overseas, directly or indirectly, through consortia, of concession projects in public service businesses, specifically the rendering of services for the operation of motorways, urban roads, bridges, tunnels and subways and airport infrastructure.” On April 26, 2012, CCR signed a concession contract for services to build, operate, maintain, monitor, conserve and conduct improvements to the Ligação ViaRio (ViaRio Highway Connection), for a period of 35 years. The construction of the ViaRio is part of a package of investments for the Olympic Games of 2016 that will be held in Rio de Janeiro. The expressway will be 13 (thirteen) km long, connecting the Deodoro neighborhood to Barra da Tijuca.
The Consórcio Rio Olímpico (Rio Olympic Consortium) is made up of CCR (66.66%) and Investimentos e Participações em Infraestrutura S.A. – Invepar (33.34%).
CCR concluded the financial arrangements on May 25, 2012 for an Instrument for the Private Purchase and Sale of Shares and other Covenants, signed between its CPC subsidy and Andrade Gutierrez Concessões S.A., referring to the International Airport of Quito, in Ecuador. CCR now is owner of approximately 45.49% of the capital stock of this airport.
On July 2, 2012, CCR concluded the stages called for in a Contract for the Purchase and Sale of Shares and other Covenants, with CPC becoming the owner of 80.00% of the shares representing the capital stock of Barcas. The Barcas concession guarantees for CCR the right to exploit regularly scheduled waterway passenger transportation lines in the state of Rio de Janeiro, and is now the fifth largest company in the world in this sector. On September 10, 2012, CCR concluded the financial arrangements regarding the Private Instruments for the Purchase and Sale of Shares and other Covenants, signed April 2, 2012, between its CPC and CCR España subsidiaries and Andrade Gutierrez Concessões S.A., referring to the International Airport of San José, in Costa Rica. CCR now owns 48.75% of the capital stock of the AISJ concessionaire.
On October 22, 2012, CCR concluded the financial arrangements involving a Private Instrument for the Purchase and Sale of Shares and other Covenants, signed July 18, 2012 between its CCR España subsidiary and Camargo Corrêa Investimentos em Infraestrutura S.A., referring to the International Airport of Curaçao, in Curaçao. CCR now owns 40.8% of the AIC’s capital stock.
On June 12, 2013, CCR increased its share in Curacao International Airport. The Agreement for the Purchase of Shares of Janssen de Jong Caribbean Airport Constructors N.V was financially concluded through CCR España. The purpose of the agreement was the acquisition of 39.00% of the capital stock of Curacao Airport Investments N.V. (“CAI”), which holds 100% of the capital stock of Curacao Airport Partners N.V. (“CAP”), the concessionaire of HATO International Airport (Curacao International Airport) and 100% of the capital of Curacao Airport Real Estate Enterprises N.V. (“CARE”), the holding company. With the conclusion of the acquisition, CCR España now directly and indirectly holds 79.80% of the shares of CAI.
On June 14, 2013, CCR, through CCR España, signed a Concession Agreement, under a public private partnership, for the sponsored concession of services, supply and works for the implementation, operation and maintenance of the system for the transportation of passengers through Light Rail Vehicle (LRV) in the port and central region of Rio de Janeiro, The concession has a term of twenty-five years (25) as of the issue of the Order of Commencement.
On August 23, 2013, the Special Bid Commission of Bid Notice 01/2013, promoted by the Bahia State Government through the Department of Urban Development – SEDUR, declared as winner the proposal submitted by Companhia de Participações em Concessões, a CCR subsidiary, for the execution, under the sponsored concession type of public private partnership, of construction works and systems, supply of rolling stock, operation, maintenance and expansion of the Salvador and Lauro de Freitas Subway System.
On October 03, 2013 was concluded, after compliance with conditions precedent, through the Share Purchase Agreement and Other Covenants, the effective transfer of 10% of the shares representing the capital stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”) to Sampras Participações Ltda., affiliated company of Raízen Combustíveis S.A.. CCR became the owner of 34.24% of STP.
On October 15, 2013, Companhia do Metrô de Salvador, constituted solely by CPC, executed the Concession Agreement, The Concession will be valid for thirty (30) years as of the date of signature of said Agreement.
On January 24, 2014, the Governing Board of the National Civil Aviation Agency – ANAC declared the proposal presented by Consórcio Aerobrasil to be the winner of the bid for the expansion, maintenance and exploration of Tancredo Neves International Airport, in the municipalities of Confins/MG and Lagoa Santa/MG. On April 7, 2014, Concessionária do Aeroporto Internacional de Confins S.A., comprising: (i) Sociedade de Participação no Aeroporto Internacional de Confins S.A. (in turn comprising CPC, with 75.00%, Zurich Airport International AG, with 24.00%, and Munich Airport International Beteiligungs GmbH, with 1.00%), which retains 51.00% of the Concessionaire; and (ii) Empresa Brasileira de Infraestrutura Aeroportuária – Infraero, which retains the remaining 49.00%, signed the Concession Agreement for the services described above. The concession will have a term of 30 years.
As of May 31, 2015, CCR shut down the operation and the management of Rio-Niterói bridge through CCR Ponte.
On 8 June 2015, a Share Purchase, Sale Agreement and Other Covenants, governed under the laws of the state of New York, United States of America, financially concluded by its indirect subsidiaries CCR España Emprendimientos S.L.U. and Alba Concessions Inc. for the acquisition of: 4.5% of the capital stock of Quiport Holdings, held by Aecon Airports Inc. and Black Coral Investments Inc.; 3.375% of the credits arising from the subordinated debt of Corporación Quiport, held by Aecon Investments Corp and BLACK CORAL; and 50% of the capital stock of ADC&HAS Management Ltd., held by ADC Management Ltd. and HAS Development Corporation.
On September 10, 2015, CCR entered into the Third Addendum to Shareholders’ Agreement of Concessionária do RodoAnel Oeste S.A., reflecting the change to the current shareholding structure, after which CCR and Encalso now hold interest of 98.8554% and 1.1445% respectively.
On October 23, 2015, CCR S.A. entered into a Term of Transference of Shares under Suspensive Conditions, with RATP DÉVELOPMENT S.A. (“RATP”), for the exercise of the Company’s call option through the transfer of all the shares held by RATP in the jointly-owned subsidiary, Concessionária da Linha 4 do Metrô de São Paulo S.A. (“ViaQuatro” / “Concessionaire”), corresponding to 2% of ViaQuatro’s preferred shares, i.e., 1% of the shares representing the capital stock of said Concessionaire, conditioned to the approval by the financing parties, not implying any change to its control.
On December 10, 2015 it concluded financially the Share Purchase Agreement and other Covenants involving the acquisition of: (i) 4.5% of the capital stock of Quiport Holdings; (ii) 3.375% of the credits arising from the subordinated debt of Corporación Quiport; and (iii) 50% of the capital stock of ADC&HAS Management Ltd. As a result, CCR now held, indirectly, 50% of Quito International Airport.
In November 13, 2015, CCR USA acquired 70.0% of the capital stock of TAS, a provider of airport activity administration and management services in airports in the United States. As a result, CCR now held, indirectly through its subsidiary, 70% of the capital stock of TAS.
On February 5, 2016, CCR S.A. informed its shareholders and the market in general, in continuation to the Material Fact disclosed by the Company on October 21, 2015, related to the resolutions of the Company’s Board of Directors regarding the negotiations for the acquisition of a property in the municipalities of Cajamar and Caieiras, in the state of São Paulo that, its subsidiary Companhia de Participações em Concessões (“CPC”) entered into a Sale and Purchase Agreement under dissolving conditions and other Pacts, as the committed buyer, with SPACE EMPREENDIMENTOS IMOBILIÁRIOS LTDA., as a committed seller, having as consenting intervening parties and guarantors CCR S.A. and Companhia Melhoramentos de São Paulo and as consenting intervening party Melhoramentos Florestal Ltda.
On April 16, 2016, CCR S.A. announced to its shareholders and to the market in general that the 26th Modification Amendment (“TAM”) to the Concession Agreement for Public Services No. 005/CR/1998 was celebrated between its subsidiary Concessionária do Sistema Anhangüera-Bandeirantes S.A. and the State of São Paulo, represented by ARTESP – Agência Reguladora de Transportes do Estado de São Paulo. The TAM mentioned above aims to implement Complexo Jundiaí – SP330 (Jundiaí), an access device at Km 84+600, south lane – SP330 (Valinhos) and an access device to the Bairro Jardim São Francisco at Km 110, south lane – SP330 (Sumaré), for the total investments and costs amount of R$227,968,722.39 (two hundred twenty-seven million, nine hundred and sixty-eight thousand, seven hundred and twenty-two Brazilian reais and thirty-nine cents). The restoration of the balance in the economic and financial equation of the concession agreement, being a new investment, was made through the marginal cash flow methodology by extending the term of the Concession Agreement for 3 (three) months and 15 (fifteen) days.
On May 23, 2016, CCR S.A. informed its shareholders and the market in general that its subsidiary Rodovias Integradas S.A. (“CCR SPVIAS”) has executed the 19th Modification Amendment (“TAM”) to Public Service Concession Agreement 010/CR/2000 with the State of São Paulo, represented by ARTESP – São Paulo State Transportation Regulatory Agency. The object of said TAM is the duplication of the Rodovia João Mellão highway (SP-255), between km 254+280 and km 261+420 – the Avaré urban stretch, at a total investment cost of R$177,099,391.95 (one hundred and seventy-seven million, ninety-nine thousand, three hundred and ninety-one reais and ninety-five centavos). Because this is a new investment, the economic and financial rebalancing of the Concession Agreement took place through the marginal cash flow methodology by extending the term of the Concession Agreement by 10 (ten) months and 7 (seven) days.
On August 3, 2016, the 20th Modification Amendment (“TAM”) to Public Service Concession Agreement 010/CR/2000 was entered into between its subsidiary Rodovias Integradas do Oeste S.A. (“CCR SPVIAS”) and São Paulo State, represented by ARTESP – São Paulo State Transportation Regulatory Agency. The object of said TAM is the implementation of an access to Tatuí’s industries at Km 116+700 of Rodovia SP-127 (Rodovia Antonio Romano Schincariol), with investments and costs totaling R$15,500,264.20. Due to the addendum referring to new investments, the Concession Agreement’s financial balance was restored using the marginal cash flow methodology by extending the concession term by one (1) month and one (1) day.
On August 31, 2016, the Share Purchase Agreement was concluded and the effective transfer of 100% of the shares representing the capital stock of Serviços e Tecnologia de Pagamentos S.A. (“STP”) by CCR and other shareholders to DBTrans Administração de Meios de Pagamento Ltda was carried out.
On February 9, 2017, the Board of Directors approved a capital increase totaling R$4,070.6 million through the issue of 254,412,800 common shares at R$16.00 per share; the capital increase was financially settled on February 15, 2017. As a result, the Company’s shareholding structure is now as follows:
|Andrade Gutierrez (1)||300,149,836||14.86%|
|Camargo Corrêa (2)||300,149,832||14.86%|
|Soares Penido (3)||304,004,776||15.05%|
|Novo Mercado (Free Float)||1,115,695,556||55.23%|
On April 20, 2017, CCR informed its shareholders and the market in general that, after compliance with the conditions precedent provided for in the Agreement, CCR concluded the financial transaction for effective acquisition of fifteen percent (15%) of the shares issued by VIAQUATRO, previously held by OTPP.
On May 24, 2017, CCR informed its shareholders and the market in general that, after compliance with the conditions precedent provided for in the Share Purchase Agreement and Other Covenants, the Share Transfer Order was issued and will be sent to the custodian bank of VIARIO shares, containing the request for the transfer of thirty-three point thirty-three hundredths percent (33.33%) of VIARIO shares, held by OR, to CCR.
On January 19, 2018, the Special Bidding Commission, under International Bidding Process nº 02/2016, conducted by the State of São Paulo, under the Metropolitan Transportation Secretariat (STM), selected the commercial proposal prepared by Consortium VIAMOBILIDADE, composed of CCR, as the consortium leader (83.34%) and RUASINVEST PARTICIPAÇÕES S.A. (16.66%), for the operation of, under the concession of costly public services for transportation of passengers, Line 5 (Lilac) and Line 17 (Gold) of the São Paulo State subway, comprising the operation, maintenance, conservation, improvement, requalification, adequacy and expansion.
On October 1, 2018, CCR informed its shareholders and the market in general that, upon compliance with the precedent conditions, its indirect subsidiary CCR España Concesiones y Participaciones S.L.U., under the Stock Purchase and Sale Agreement entered into between SJO Holding Ltd., Airports Worldwide Holding B.V., OSI Penco Corporation and OMERS Strategic Investments Corporation, intermediated by the Company, concluded the indirect acquisition of, respectively, a 48.40% stake in Aeris Holding Costa Rica, S.A., concessionaire of the Juan Santamaria International Airport, and a 49.64% stake in Inversiones Bancnat S.A. (“IBSA”), holder of certain AERIS’ financial assets.
On November 1, 2018, CCR informed its shareholders and the market in general that the Commission responsible for the Bidding Process, under Invitation to Bid nº 01/2018, conducted by the Federal Government, under the Brazilian Agency of Land Transportation (“ANTT”), selected the proposal prepared by Companhia de Participações em Concessões (“CPC”), relating to the concession for development of infrastructure and provision of public services for recovery, operation, maintenance, monitoring, conservation, improvement, expansion of capacity and maintenance of the service level of the Highway System, ViaSul.