RIO DE JANEIRO, Brazil,
March 6, 2015 /PRNewswire/ -- Oi
S.A. ("Oi" or the "Company" - Bovespa: OIBR3, OIBR4; NYSE: OIBR
and OIBR.C), pursuant to a determination set forth in the CVM
Official Letter (Oficio) No. 84/2015/CVM/SEP/GEA-2 (annexed
below) sent by the Superintendency of Corporate Relations, informs
its shareholders and the market in general, that, on this date, the
Company was advised that the Joint Committee of the Brazilian
Securities and Exchange Commission (Comissao de Valores
Mobiliarios – CVM) approved on March 4,
2015 the Company's authorization request for the exchange
and option transactions with Portugal Telecom SGPS S.A. ("PT SGPS")
(the "Exchange" and "Option", respectively), related to the
investments made by PT SGPS in commercial paper issued by Rio Forte
Investments, S.A.
According to the CVM's decision, which was unanimous:
"Finally, the Reporting Member notes the necessity to observe
the first paragraph of Article 115 of Law No. 6,404/1976, in
particular as a result of this being a related party
transaction.
The Joint Committee, by unanimity, agreeing with the vote of
the Reporting Member decided to concede to the waiver requested by
the Company, conditioned upon: (i) the approval of the Agreement in
the shareholders' meeting; and (ii) the granting of voting rights
to the preferred shareholders in this shareholders'
meeting."
The Company notes that the entire decision of the Joint
Committee of the CVM is available on the CVM's website at
www.cvm.gov.br, through the link "Joint Committee Decisions
(Decisões do Colegiado), 2015, 04/03/2015."
Oi's Board of Directors will call, in the next days, an
extraordinary shareholders' general meeting to vote on the Exchange
and the Option. In the opinion of Oi's management, PT SGPS
and its subsidiary will not be entitled to vote in this
shareholders' meeting, in line with the sentiments adopted by the
representatives of the Board of Directors of Oi.
The Company will keep its shareholders and the market in general
informed of any relevant subsequent events related to the Exchange
and the Option.
Rio de Janeiro, March 6, 2015.
Oi
S.A.
Bayard De Paoli
Gontijo
Chief Executive
Officer, Chief Financial Officer and Investor Relations
Officer
|
Annex
Official Letter No.
84/2015/CVM/SEP/GEA-2
Rio de Janeiro, March 6, 2015
Attn:
BAYARD DE PAOLI GONTIJO
Investor Relations Officer of Oi S.A.
Rua Humberto de Campos, n° 425, 8°
andar – Leblon
CEP: 22430-190 – Rio de Janeiro –
RJ
Tel. (21) 3131-2918
E-mail: invest@oi.net.br
C/C: BM&FBovespa
Re: Republication of Material Fact – ICVM 358/02
Dear Officer,
1. We refer to the Material Fact
published on March 6, 2015 informing
the market of the decision reached by the Committee in case
CVM/RJ/2014/11297.
2. With respect to this and in light of the authority
provided for in paragraph 6 of article 3 of CVM Instruction No.
358/02, we have determined that the Company must republish,
immediately, the Material Fact dated March
6, 2015, in accordance with the following.
a. The Company must accurately disclose the decision of the
Committee (the last two paragraphs of the Extract of the Minutes),
so as not to allow misinterpretation of what was effectively
decided. Preferably using specific quotations from the actual
decision.
b. The Company must indicate that the statement that PT
SGPS is prevented from voting is a value judgment of Oi's own
management with respect to the decision of the Committee.
3. The Company's response must include a copy of this
Official Letter and be forwarded through the IPE System, under the
category Material Fact, delivery option Republication
Required.
4. The Superintendency of Corporate Relations,
in the exercise of its statutory duties and, based on item II of
article 9 of Law 6,385/76 and on articles 7 and 9 of CVM
Instruction No. 452/07, may impose a punitive fine in the amount of
R$1,000.00 (one thousand
reais), without prejudice to other administrative sanctions,
for non-compliance with this Official Letter (also sent via
e-mail).
Sincerely,
Guilherme Rocha
Lopes
|
Fernando Soares
Vieira
|
2nd Company
Monitoring Manager
Active
|
Corporate Relations
Superintendent
|
Corporate Taxpayers' Registry (CNPJ/MF) No.
76.535.764/0001-43
Board of Trade (NIRE) No. 33.30029520-8
Public-Held Company
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SOURCE Oi S.A.