What is a Reverse Stock Split?
A reverse stock split involves combining multiple shares into one and occurs when a company decides to increase the price of its shares to facilitate trading on the stock exchange, as it believes that the low price is hindering negotiations.
Why have a Reverse Stock Split?
The reverse stock split’s objective is to become aligned with the regulations established by B3 for listing on the stock exchange. According to items 5.2.f of the Regulation and items 5.1.2 (vi) and 5.2 of the Issuer’s Manual, listed companies must maintain the quotation of their shares at a minimum value set by B3 and commit to taking any necessary actions to correct their value within a specified period.
Why did AMAR3 shares suffer a reverse share split?
Due to the fact that AMAR3 shares traded below R$ 1.00 during the period from 02/09/2023 to 03/24/2023, Marisa Lojas S.A. carried out a reverse stock split to comply with the exchange’s requirements, as communicated to the company via Official Letter 451/2023-SLS, responded to on 04/11/2023. To access the response, click here.
As per the minutes, the stock split was presented and approved at an Extraordinary General Meeting on 09/22/2023.
What happens to my investment?
The operation does not change the total value of the shareholder’s investment.
In the process, the company’s value generation fundamentals and those for the shareholders remain unchanged.
For all shareholders who held AMAR3 positions until 10/24/2023, their total quantity of shares was grouped in multiples of 5, becoming 1 share as of 10/25/2023.
For example: If the shareholder had 10 shares, valued at R$ 0.52 each, on 10/24/2023, they will have 2 shares as of 10/25/2023, valued at R$ 2.60 each (0.52*5).
What if the shareholder does not have an exact multiple of 5? In that case, the grouping will be made to the highest possible number of shares, and the resulting fractional shares will be appraised, grouped into whole numbers, and auctioned in the B3 S.A.– Brasil, Bolsa, Balcão (“B3”) environment. The conditions and date for the auction will be communicated in due course to the Company’s shareholders and the market in general.
Once the fractional shares are completed and settled, the net result of the auction will be distributed among the holders of the grouped fractions, in proportion to their respective fractions. Payment of the amounts due will be made on a date to be communicated after the auction is held in the B3 environment.
The amount obtained in the auction will be returned directly to the shareholder who owns these fractions on the date following the settlement of the auction.
- The Company’s shares are listed for trading in the B3 under the ticker “AMAR3”. Marisa has entered into an agreement with the B3 to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.
Each common share entitles its owner to one vote in Marisa’s general and special shareholders’ meetings.
According to the Company’s bylaws and Brazilian Corporate Law, its shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in its capital stock.
In the event of the Company’s liquidation, its shareholders have the right to receive reimbursements proportional to their ownership interest in the Company’s capital stock, after the settlement of all its obligations.
Owners of Marisa’s common shares are not obligated to subscribe to new shares in these future increases of the Company’s capital stock.
According to Brazilian Corporate Law, neither Marisa’s bylaws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:
- the right to participate in profit distribution
- the right to participate, proportionally to their ownership interest in its capital stock, in the distribution of any residual assets in the event of its liquidation
- the right to inspect, in the manner set forth in Brazilian Corporate Law, the management of corporate businesses
- preemptive rights related to the subscription of shares, debentures convertible into shares or subscription warrants, except in some specific circumstances set forth in Brazilian Corporate Law; and
- the right to withdraw from the company in the circumstances defined by Brazilian Corporate Law, as described under “—Withdrawal rights and redemption.”
In compliance with the contract entered by the Company, the Management and B3 with respect to the listing of the shares on Novo Mercado, Marisa is expressly prohibited from holding non-voting shares or restricted voting right shares, unless its shares are delisted from the Novo Mercado.
Each buyer of Marisa common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- the buyer: (i) is a qualified institutional buyer and is aware that the sale of Marisa common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- in making its decision to purchase the common shares, the buyer: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
- Marisa common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the buyer reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Marisa shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Marisa shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
All Marisa’s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (http://www.marisa.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Valor Econômico” and “Diário Oficial do Estado de São Paulo”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of Marisa’s website (http://www.marisa.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (https://www.b3.com.br/en_us/) and at the Securities and Exchange Commission of Brazil – CVM (https://www.gov.br/cvm/en).
Rua James Holland, nº 422
Phone: +55 (11) 2109-3121 / 6269
Fax: +55 (11) 3392-4276
Joao Pinheiro Nogueira Batista
CEO and Investor Relations Officer
Any questions not related to analysts and investors must be directed to Marisa’s Contact Form or through the phone number (11) 2109-6000.
Adjusted EBITDA consists of EBITDA plus or minus the result from the equity method of accounting interest in real estate companies, revenue from the rental of spun-off property, net non-operating result and minority interests.
Adjusted EBITDA is not a measure of financial performance under Brazilian GAAP and should not be considered individually as a measure of the Company’s economic performance, as an alternative to net income or operating cash flows or as an indicator of liquidity.
There is no standard formula for calculating Adjusted EBITDA and Marisa’s definition of Adjusted EBITDA may not be similar to the definition of Adjusted EBITDA used by other companies.