São Paulo, March 16, 2018.

 

 

Ms. Ana Lucia da Costa Pereira

Company Follow-up and Variable Income Securities Offering Superintendence

B3 S.A. – Brasil, Bolsa, Balcão

 

c.c.:

Mr. Fernando Soares Vieira

Company Relations Superintendence

Mr. Francisco José Bastos Santos

Market and Intermediary Relations Superintendence

CVM – Brazilian Securities Commission

 

Re:      Official Letter 422/2018-SAE – CCR S.A., dated March 16, 2018

Request for clarification on news disclosed in the media

 

Dear madam,

 

In compliance with the aforementioned Official Letter, attached hereto as Exhibit 1 and received by the Company on March 16, 2018 in electronic format, CCR S.A. (“CCR” or “Company”), on a timely basis, makes the following comments:

 

The Company cares about the relationship and transparency with its shareholders, investors and the market as a whole, and hereby reiterates its position, as stated in previous official letters, that its decisions relating to the disclosure of Relevant Facts or Notices to the Market are made according to the laws in force and the CVM regulations, in particular, CVM Normative Instruction No. 358/02.

 

Regarding the matter inquired by you on the news disclosed by the media, specifically “O Estado de São Paulo” newspaper, on March 16, 2018, titled CCR will make a new offer for Invepar, owner of the Guarulhos Airport, we reproduce below the inquiry made by B3 S.A. – Brasil, Bolsa, Balcão (“B3”):

 

 “The news disclosed by O Estado de São Paulo newspaper on March 16, 2018, titled “CCR will make a new offer for Invepar, owner of the Guarulhos Airport” state, among other information, the following:

 

  1. CCR prepares a new offer to purchase part of Invepar, infrastructure holding company that owns the Guarulhos Airport and the Rio Metro concessions;
  2. The first step would be to purchase the interest of 24% held by construction company OAS. The purpose would be a transaction involving an exchange of shares – whereby CCR intends to merge Invepar;
  3. In case the exchange of shares is actually attained, pension funds Previ (of BB), Petros (Petrobrás) and Funcef (Caixa), which currently hold 75.6% of Invepar, would be shareholders of CCR.

 

We hereby request clarifications on the items above by 9 a.m. of March 19, 2018, with or without your confirmation, as well as other information regarded as important.”

 

In view of the provisions above, we list the following elements that support the information provided by the Company that there is no act or fact that would cause the respective disclosure of a Relevant Fact, Notice to the Market or other method of disclosure of information to shareholders and the market as a whole:

 

  • The Company has previously provided clarifications to shareholders and the market as a whole as a result of inquiries made by the Brazilian Securities Commission (“CVM”) on matters disclosed by the media involving the Company in negotiations relating to the acquisition of interests of Investimentos e Participações em Infraestrutura S.A.– Invepar (“INVEPAR”), as demonstrated by EXHIBIT 2, submitted by CVM by means of the IPE System, on November 17, 2017.

 

  • In particular as regards the inquiry contained in the aforementioned Official Letter, we hereby ratify the Company’s position that, within its scope of operation, it is constantly considering new investments for its business, both in the primary market (biddings) and the secondary market (acquisition of existing assets), and we further stress that at this moment no binding negotiations are being conducted by the Company with INVEPAR.

 

  • In this sense, as there is nothing further to be clarified by the Company, we reinforce our understanding that there has been and there is no event relating to the matter inquired herein that would give rise to a disclosure of periodic, occasional or other information in the interest of the market, or the disclosure of a Relevant Fact or Notice to the Market.

 

We remain available to provide any further clarification that may be regarded as necessary.

 

Best regards,

 

 

CCR S.A.

 

EXHIBIT 1

Official Letter 422/2018-SAE – CCR S.A., dated March 16, 2018

 

From: Emissores [mailto:emissores@b3.com.br]
Sent: Friday, March 16, 2018, 10:30 a.m.
To: invest CCR <invest@grupoccr.com.br>
Cc: sep@cvm.gov.br; gea-1@cvm.gov.br; gea-2@cvm.gov.br; gea-3@cvm.gov.br; gea-4@cvm.gov.br; gea-5@cvm.gov.br; smi@cvm.gov.br; gsantos@cvm.gov.br
Subject: Official Letter 422/2018-SAE – CCR S.A. – Request for clarification on news disclosed in the media

 

March 16, 2018

422/2018-SAE

 

CCR S.A.

Attn. Arthur Piotto Filho

Investor Relations Officer

 

RE: Request for clarification on news disclosed in the media

 

Dear sirs,

 

The news disclosed by O Estado de São Paulo newspaper on March 16, 2018, titled “CCR will make a new offer for Invepar, owner of the Guarulhos Airport” states, among other information, the following:

 

  1. CCR prepares a new offer to purchase part of Invepar, infrastructure holding company that owns the Guarulhos Airport and the Rio Metro concessions;
  2. The first step would be to purchase the interest of 24% held by construction company OAS. The purpose would be a transaction involving an exchange of shares – whereby CCR intends to merge Invepar;
  3. In case the exchange of shares is actually attained, pension funds Previ (of BB), Petros (Petrobrás) and Funcef (Caixa), which currently hold 75.6% of Invepar, would be shareholders of CCR.

 

We hereby request clarifications on the items above by 9 a.m. of March 19, 2018, with or without your confirmation, as well as other information regarded as important.

 

The response to be sent must state the subject matter of the inquiry above, before the statement of this company. This paragraph, as well as the paragraphs below must be omitted in your answer.

 

This request relates to the Cooperation Agreement entered into by and between CVM and B3 on December 13, 2011, and failure to comply with it may make the company subject to penalties by the Company Relations Superintendence – SEP of the CVM, as set forth in CVM Instruction No. 452/07.

 

This consultation is being made because we have not identified the items inquired in the documents sent by this company in the Empresas.NET system, which is used to disclose periodic, occasional and other information in the interest of the market, ensuring broad, immediate dissemination thereof, and equal treatment to all participants. In case of appeal, please inform the document and pages containing the information, and the date and time it was provided.

 

It is worth stressing also the obligation set out in the sole paragraph, article 4, of CVM Instruction No. 358/02, of inquiring officers and controlling shareholders of the company, as well as all other persons with access to relevant acts or facts for purposes of verifying whether they are aware of information that should be disclosed to the market.

 

The response of this company, without prejudice to the provisions of the sole paragraph, article 6, CVM Instruction No. 358/02, must be sent using the IPE module, selecting Category: Notice to the Market, Type: Clarifications on inquiries from CVM/B3, and Subject: Notice disclosed by the media, which shall result in simultaneous transmission of the file to B3 and CVM, even though the company thinks it is necessary and also discloses a Relevant Fact on the issue.

 

The response above, and even the disclosure of the Relevant Fact, does not rule out an assessment by CVM on the responsibilities for untimely disclosure, as set forth in CVM Instruction No. 358/02.

 

To learn more about the activities carried out by the Issuers Management Office, please log on to B3 new website: http://www.bmfbovespa.com.br/pt_br/regulacao/regulacao-de-emissores (Home / Regulação / Regulação de emissores).

 

Best regards,

 

 

Ana Lucia da Costa Pereira

Company Follow-up and Variable Income Securities Offering Superintendence

B3 S.A. – Brasil, Bolsa, Balcão

 

c.c.: CVM – Brazilian Securities Commission

Mr. Fernando Soares Vieira – Company Relations Superintendence

Mr. Francisco José Bastos Santos – Market and Intermediary Relations Superintendence

This message may contain confidential and/or privileged information and is intended to be received solely by the person or entity it is addressed to. The sender uses its e-mail box as a working tool, being the Company and the other entities that are part of its corporate group not liable for any misuse. If you are not the addressee or authorized to receive this for the addressee, you must not use, retain, copy, disclose, change and/or take any action based on this message or any information herein. If you have received this message in error, please inform the sender immediately and delete this message. Thank you for your cooperation.

This message may contain confidential and/or privileged information and is intended to be received solely by the person or entity it is addressed to. The sender uses its e-mail box as a working tool, being the Company and the other entities that are part of its corporate group not liable for any misuse. If you are not the addressee or authorized to receive this for the addressee, you must not use, retain, copy, disclose, change and/or take any action based on this message or any information herein. If you have received this message in error, please inform the sender immediately and delete this message. Thank you for your cooperation.

EXHIBIT 2

Official Letter 422/2018-SAE – CCR S.A., dated March 16, 2018

São Paulo, November 17, 2017.

 

 

Mr. Guilherme Rocha Lopes

Company Follow-up Management 2

CVM – Brazilian Securities Commission

c.c: gre@bvmf.com.br

 

 

Re:      Official Letter No. 358/2017/CVM/SEP/GEA-2, dated November 16, 2017.

Request for Clarifications

 

Dear sir,

 

In compliance with the aforementioned Official Letter, attached hereto as Exhibit 1 and received by the Company on November 16, 2017 in electronic format, CCR S.A. (“CCR” or “Company”), on a timely basis, makes the following comments:

 

The Company cares about the relationship and transparency with its shareholders, investors and the market as a whole, and hereby reiterates its position, as stated in previous official letters, that its decisions relating to the disclosure of Relevant Facts or Notices to the Market are made according to the laws in force and the CVM regulations, in particular, CVM Normative Instruction No. 358/02.

 

Regarding the matter inquired by you on the news disclosed by the media, specifically “O Globo” newspaper, on November 16, 2017, titled CCR joins the fight for Invepar, owner of the Rio Metro and the Guarulhos Airport”, we list below the following elements that support the information of the Company that there is no fact or act that would give rise to the respective disclosure of a Relevant Fact:

 

  • On November 16, 2017, the Company disclosed a Relevant Fact to the shareholders and market as a whole (“RELEVANT FACT” – Exhibit 2), to clarify matters disclosed by the media yesterday involving CCR and the supposed acquisition of an asset named Investimentos e Participações em Infraestrutura S.A. – Invepar (“INVEPAR”), and informed that “there are no binding negotiations in this respect. In case this status changes and any future negotiations may become binding, that fact will be subject to a specific Relevant Fact to be disclosed by the Company, on the CVM website (www.cvm.gov.br) and the CCR Investor Relations website (ccr.com.br/ri), with information on any relevant offerings and actions. CCR hereby informs that any formal binding offer depends on prior approval of the Board of Directors of the Company…”; and

 

  • INVEPAR disclosed today a Relevant Fact “informing that on November 16, 2017 Fundação Petrobras de Seguridade Social – PETROS (“PETROS”) disclosed that this shareholder of Invepar received an offer to purchase an interest in Invepar, as follows: “…binding offer (“Offer”) from Mubadala Consultoria Financeira Ltda. (“Mubadala”), controlled by Mubadala Investment Company PJSC, to subscribe new shares issued by Investimentos e Participações em Infraestrutura S.A. INVEPAR, … as well as the acquisition of a number of shares currently held by PETROS, Fundação dos Economiários Federais FUNCEF (“FUNCEF”) and BB Carteira Livre I Fundo de Investimentos em Ações (“PREVI” and, jointly with FUNCEF and PETROS, the “Shareholders”) in the capital stock of Invepar (the “Transaction”)….”

 

Regarding the inquiry relating to the accuracy of the information disclosed in such news, the Company hereby informs that the information that the “conversations with CCR have intensified over the past weeks” is not true. Therefore, as informed above, in addition to not existing any ongoing negotiations by the Company, INVEPAR itself disclosed a Relevant Fact informing that its shareholders received a binding offer from a third party.

 

In this sense, as the Company has nothing further to clarify, we reinforce the position that there has been and there is no event relating to the matter inquired hereunder that would give rise to a Relevant Fact.

 

We remain available to you for any further clarifications that may be required.

 

Best regards,

 

 

CCR S.A.


EXHIBIT 1

Official Letter No. 358/2017/CVM/SEP/GEA-2, dated November 16, 2017

 

SECURITIES COMMISSION

Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil – Tel.: (21) 3554-8686

Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil – Tel.: (11) 2146-2000

SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Andar, Brasília/DF – CEP: 70712-900 – Brasil -Tel.: (61) 3327-2030/2031

www.cvm.gov.br

 

Official Letter No. 358/2017/CVM/SEP/GEA-2

Rio de Janeiro, November 16, 2017.

Mr. Arthur Piotto Filho

Investors Relation Officer of

CCR S.A.

Av Chedid Jafet, 222 – Bloco B – 5 Andar – Vila Olímpia

CEP 04551-065 – São Paulo – SP

Tel.: (11) 3048-5900

E-mail: invest@grupoccr.com.br

C/C: emissores@b3.com.br

Subject: Request for clarification on news disclosed in the media

Dear Officer,

We hereby refer to the news disclosed in O Globo newspaper on November 16, 2017, titled “CCR joins fight for Invepar, owner of Rio Metro and Guarulhos Airport” containing the following information:

CCR joins fight for Invepar, owner of Rio Metro and Guarulhos Airport

CCR, which has among its controlling companies Camargo Corrêa and Andrade Gutierrez, took the lead of the fight for Invepar. In the offer that is on the table, the concessionaire from Rio de Janeiro would be merged into its competitor by means of a transaction that would combine an exchange of shares and capital injection. With that, according to sources that are aware of the negotiations, the Pension Funds Previ (Banco do Brasil employees), Funcef (Caixa Econômica Federal) and Petros (Petrobras), which currently hold 25% in Invepar each, would become shareholders of CCR. The company needs approximately R$800 million to solve its cash problems.

Conversations with CCR have intensified over the past weeks. One of the advantages of the transaction pointed out by parties that are following up the discussions would be that it would provide the shares held by the funds with increased liquidity, considering that CCR is already listed in stock exchange. The share of 25% of Invepar that was held by OAS and that is currently held by creditors of the company — the construction company is in court reorganization proceedings — could be used in the exchange of shares or be sold to CCR.

In the competing offer from Arabian fund Mubadala and French infrastructure company Vinci, the interest of creditors would be acquired in full, and the funds would be diluted, considering that a contribution would be made in Invepar. In this case, the following step would be making Invepar go public, a slower method for the funds to be free to trade their papers in Stock Exchange.

— The main difference of both proposals is the speed to have access to the capital market. But what will define the winner in this dispute is the assessment that each one of them makes of Invepar — said a source with knowledge on the matter.

MILLION-DOLLAR LOSSES

Invepar has 11 concessions, including Rio Metro, Linha Amarela and the Guarulhos Airport. The average time still remaining of the concessions is 22 years. CCR, in turn, has older concessions. Two of them — Nova Dutra, which manages the stretch of Highway BR-116 from Rio to São Paulo, and Rodonorte, which manages roads in the State of Paraná — expire in 2021. Together, CCR and Invepar would have more than 15 road concessions, two airports and also interests in the urban mobility industry.

Mubadala, in turn, inherited part of the estate of group X in negotiations to equate the debt of the companies of Eike Batista. The assets of the fund in Brazil include a share of 48% of Porto Sudeste, in Itaguaí, Hotel Glória and entertainment company IMM (former IMX), which was also owned by Eike. The fund is also owner of Leblon Executive Tower, an office building now using the second floor upon the arrival of new employees over the past weeks. Vinci, in turn, won the bidding of the Salvador Airport earlier this year.

Invepar now accrued losses of R$239 million until September, according to the balance sheets published last Tuesday. The company, regarded as a promising enterprise, accrued debts to win recent biddings, expecting that it would make an offering of shares to raise R$3 billion and pay its commitments. With the economic crisis, however, it failed to access the capital market. The Car Wash Operation worsened even more the situation of the group by placing OAS as the center of the investigations.

Invepar, CCR and Mubadala have been asked, but failed to pronounce on the subject. Funcef, Previ, Petros and OAS have not made any comments either. Vinci did not answer GLOBO’S call by the end of the edition.

 

In this respect, we hereby request that you inform whether or not the news disclosed by the media are accurate, in particular the excerpts highlighted herein, and, if so, we request additional clarifications on the subject, and also to inform the reasons why the matter was not treated as a Relevant Fact, as set forth in CVM Instruction No. 358/02.

Such statement shall include a copy of this Official Letter and will be submitted to the IPE System, Category “Notice to the Market”, type “Clarifications on inquiries of CVM/B3”. Compliance with this request for statement by means of a Notice to the Market does not release assessment of liability for failure to timely disclose a Relevant Fact, as set forth in CVM Instruction No. 358/02.

We stress that, under Article 3, CVM Instruction No. 358/02, the Investor Relations Officer must disclose and communicate to CVM, and, as the case may be, the stock exchange and over-the-counter entity in which the securities issued by the company are admitted to trading, any relevant act or fact that may have occurred in respect of its business, and also care for the broad, immediate dissemination thereof, simultaneously in all markets where such securities are admitted for trading.

We remind you further that the obligation set forth in the sole paragraph, article 4, CVM Instruction No. 358/02, of inquiring the officers and controlling shareholders of the Company, as well as all other individuals with access to relevant acts or facts, for the purpose of checking whether they are aware of information that must be disclosed to the market in order to verify whether they would be aware of information that should be disclosed to the market.

On behalf of the Company Relations Superintendence – SEP, we warn you that this administrative authority, using the power vested in it and based on subparagraph II, article 9, Law No. 6.385/76, and article 7, combined with article 9, CVM Instruction No. 452/07, may determine the imposition of a penalty in the amount of one thousand Reais (R$1,000.00), without prejudice to other administrative penalties, for failure to comply with this Official Letter, which will also be sent by e-mail by November 17, 2017.

Best regards,

 

Document signed online by Guilherme Rocha LopesManager, on November 16, 2017, at 3:48 p.m., as set forth in article 6, paragraph 1, Decree No. 8.539, of October 8, 2015.
The authenticity of the documents may be verified on https://sei.cvm.gov.br/conferir_autenticidade. Provide number 0391083 and code CRC F17654C1.

 

Reference: Case No. 19957.010801/2017-69 SEI Document No. 0391083


EXHIBIT 2

Official Letter No. 358/2017/CVM/SEP/GEA-2, November 16, 2017

CCR S.A.

CNPJ/MF No. 02.846.056/0001-97
NIRE 35.300.158.334

RELEVANT FACT

 

For the purposes of the provisions of CVM Instruction No. 358/02, CCR S.A. (“CCR” or “Company”) (BM&FBovespa: CCRO3; Bloomberg: CCRO3 BZ; Reuters: CCRO3.SA) hereby informs its shareholders and the market as a whole as follows:

Regarding the news published in the media today involving the Company and Investimentos e Participações em Infraestrutura S.A. – Invepar (“INVEPAR”), CCR informs that it is not conducting any binding negotiations in this respect. In case this status changes and any future negotiations may become binding, that fact will be subject to a specific Relevant Fact to be disclosed by the Company, on the CVM website (www.cvm.gov.br) and the CCR Investor Relations website (www.ccr.com.br/ri), with information on any relevant offerings and actions. CCR hereby informs that any formal binding offer depends on prior approval of the Board of Directors of the Company.

CCR is always looking for infrastructure opportunities according to its qualified growth strategy and capital discipline, oriented by the rules in force and good corporate governance practices, and informs its shareholders and the market as a whole of the development of facts that bind the Company, and investment/divestment commitments, for the purpose of enabling investment solutions and infrastructure services, thus contributing towards the social/economic and environmental development of the regions where it operates.

The same information is available on the Company website (www.ccr.com.br/ri).

 

São Paulo, November 16, 2017.

CCR. S.A.

ARTHUR PIOTTO FILHO

Investor Relations Officer