BANCO PAN S.A. São Paulo, June 13, 2014 - Banco Panamericano S.A. (BPNM4) ("Pan"), pursuant to CVM Instruction 358/02, hereby informs its shareholders and the market in general of the following.
I- Capital Increases
On this date, the Company's Board of Directors approved capital increases to an aggregate amount of up to three billion reais (R$3,000,000,000.00) in order to grow the Company's activities in accordance with the new business plan that is being implemented by the current board; and improve the Company's capital structure, to be implemented under the following conditions:
a. Capital Increase, within the limits of authorized capital
Was resolved to increase the Company's capital within the limits of authorized capital and without the need for approval by a Shareholders' Meeting, by up to one billion, five hundred million reais (R$1,500,000,000.00) through the issue of up to 443,786,982 new registered book-entry shares with no par value in the same proportion as existing common and preferred shares, that is up to 242,566,348 common shares and 201,220,634 preferred shares at the issue price of three reais and thirty-eight centavos (R$ 3.38) per common or preferred share, for private subscription by the Company's shareholders ("Increase by Common and Preferred Shares").
The shareholders Caixapar - Caixa Participações S.A. ("Caixapar") and Banco BTG Pactual S.A. ("BTG Pactual"), joint holders on this date of one hundred percent (100%) of the Company's voting capital and seventy-one and nine hundredths of a percent (71.09%) of its total capital will exercise their pre-emptive rights by subscribing to at least one billion, sixty-six million, three hundred and thirty-five thousand, three hundred and one reais and forty-six centavos (R$1,066,335,301.46), corresponding to the minimum amount of the Increase in Common and Preferred Shares.
The above-mentioned issue price was determined in accordance with article 170, paragraph 1º, item III of Law 6404/76 ("Corporate Law"), considering the shares' closing price on June 11, 2014. Payment will be in cash. The total amount of the issue of up to one billion, five hundred million reais (R$1,500,000,000.00) will be allocated as follows: (i) ten percent (10%) to the Company's capital stock; and (ii) ninety percent (90%) to the Company's capital reserve.
b. Capital Increase with the creation and issue of Redeemable Preferred Shares ("Increase by Redeemable Preferred Shares").
The Board of Directors also resolved to submit to the approval of a Shareholders' Meeting another capital increase of up to one billion, five hundred million reais (R$1,500,000,000.00) through the creation and issue of a new class of redeemable preferred shares, with a term of five (5) years as of the last day of the subscription period for the first issue of redeemable preferred shares, which will be entitled to annual, fixed, cumulative priority dividends, after determination of the annual balance sheet, equivalent to one hundred and four percent (104%) of the variation in the average daily Interbank Deposit Rate over the issue price of said redeemable preferred shares, as of the last day of the period for the exercise of pre-emptive rights by shareholders in regard to the subscription of the redeemable preferred shares. Pre-emptive rights in the subscription of the new shares will be in the same proportion as the Company's existing common and preferred shares on the issue date. The rights, benefits and restrictions of the new class of shares will be detailed in the draft of the amendment to the Company's Bylaws which will be attached to the management proposal of the Shareholders' Meeting that will resolve on the creation and issue of said redeemable preferred shares.
The controlling shareholders, Caixapar and BTG Pactual, will guarantee the subscription of the redeemable preferred shares, including those arising from the apportionment of any unsubscribed shares.
In addition, the creation of the new class of redeemable preferred shares will have to be ratified by a special preferred shareholders' meeting.
Following approval of the creation of the new class of redeemable preferred shares, the Company's preferred shareholders will have the withdrawal rights, pursuant to item II of article 136 of Corporate Law. Should withdrawal rights be exercised by more than half a percent (0.5%) of the Company's preferred shareholders, Management will call a Shareholders' Meeting to reconsider the resolution to create the redeemable preferred shares, in order to preserve the Company's capital structure.
Management will issue notices to shareholders containing information on the Increase by Common and Preferred Shares and Increase by Redeemable Preferred Shares, as well as on the terms and conditions for the exercise of the respective pre-emptive rights of the Company's current shareholders for the subscription of the new shares issued.
II- Initial negotiations for the sale of the Company's interest in Pan Seguros S.A. and Panamericano Administração e Corretagem de Seguros e de Previdência Privada Ltda.
The Independent Committee constituted by the Company's Board of Directors has begun negotiations regarding the potential sale of the Company's entire interest in Pan Seguros S.A. and Panamericano Administração e Corretagem de Seguros e de Previdência Privada Ltda.
The Independent Committee will submit its proposals or recommendations to the Company's Board of Directors for subsequent deliberation.
The Company will keep its shareholders and the market informed of any further developments regarding these matters.
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