COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO
Authorized Capital Publicly-Held Company
Corporate Taxpayer's ID (CNPJ/MF) 47.508.411/0001-56
COMUNICATION ON
TRANSACTIONS WITH RELATED PARTIES
Companhia Brasileira de Distribuição ("Company") in compliance with Article 30, XXXIII of CVM Rule No 480/09, announces to its shareholders and the general market that executed on December 31, 2019 the 3rd Amendment to the Energy Efficiency Framework Agreement ("3rd Amendment to the Agreement") with GreenYellow do Brasil Energia e Serviços Ltda. ("GY"), with the following terms and conditions:
PARTIES | (i) | Company (Contracting party); and |
(ii) | GY (Contractor). | |
RELATION WITH THE ISSUER | The Company is minority partner of GY. Additionally, the | |
Company and GY are indirectly controlled by Casino group. | ||
PURPOSE OF THE AGREEMENT | To set forth the general terms for supply, installation and | |
maintenance of equipment in order to achieve greater energy | ||
efficiency, as well as reduce and monitor energy consumption in | ||
the establishments of the Company's Multivarejo business units | ||
("Establishments"). The Agreement provides that for the | ||
installation and maintenance of equipment for each | ||
Establishment, an Energy Efficiency Agreement ("EEA") with | ||
GY must be executed, which must be in force for a maximum | ||
period of 8 years. | ||
PURPOSE OF THE 1ST AMENDMENT | Ratification of terms defined in the Agreement, with no financial | |
TO THE AGREEMENT | impact on the transaction. | |
PURPOSE OF THE 2ND AMENDMENT | Possibility to extend the initial term of some EEAs for additional | |
TO THE AGREEMENT | 3 years if the parties identify that the installation of new | |
equipment (with greater technological innovation than those | ||
originally installed in the Properties) on the respective EEAs will | ||
generate additional reduction of consumption of energy | ||
corresponding to 10%, in KWh, in addition to that already | ||
obtained at the moment of measurement. | ||
PURPOSE OF THE 3RD AMENDMENT | (i) adjustment and unification of the terms of the EEAs entered | |
TO THE AGREEMENT | into | with each of the Establishments under the Agreement |
("Substituted EEAs"); (ii) extension of the payment term for the | ||||||
sale of the equipment, with the consequent increase of the term of | ||||||
the Agreement and the Substituted EEAs, and (ii) modification of | ||||||
the calculation of the energy savings obtained in each EEA for | ||||||
the purpose of payment of GY's compensation. | ||||||
DATE | OF | THE | TRANSACTION/ | The Agreement was executed by the Company and GY on May 8, | ||
EXECUTION OF THE AGREEMENT | 2015. | |||||
DATE | OF | THE | TRANSACTION/ | The 1st Amendment to the Agreement was executed by the | ||
EXECUTION | OF | THE | 1ST | Company and GY on April 6, 2016. | ||
AMENDMENT TO THE AGREEMENT | ||||||
DATE | OF | THE | TRANSACTION/ | The 2nd Amendment to the Agreement was executed by the | ||
EXECUTION | OF | THE | 2ND | Company and GY on December 31, 2019. | ||
AMENDMENT TO THE AGREEMENT | ||||||
MAIN TERMS AND CONDITIONS | The term of the Agreement is by December, 31, 2029. | |||||
Under the Agreement, GY is entitled to: (i) monthly | ||||||
compensation calculated based on the energy savings earned at | ||||||
the Establishments; and (ii) monthly payments for the supply of | ||||||
energy efficiency solution equipment ("GY Investment"). The | ||||||
remaining amount of GY's Investment on January 1, 2020 is due | ||||||
to be paid in 120 months from January 31, 2020, with a fixed | ||||||
interest rate on each monthly installment. | ||||||
The Agreement may be terminated by GY in the following cases: | ||||||
(i) in the event of bankruptcy, request of judicial reorganization, | ||||||
winding up or judicial or extrajudicial liquidation of the other | ||||||
Party; or (ii) in the event of default of the obligations set forth in | ||||||
the Agreement by the Company not remedied within 60 (sixty) | ||||||
days counted from the receipt by the Company of a notification | ||||||
sent by the performing Party. | ||||||
DETAILED REASONS FOR WHICH | The Company's management understands that the executed | |||||
THE | MANAGEMENT CONSIDERS | Agreement has observed commutative conditions and adequate | ||||
THAT | THE | TRANSACTION | HAS | compensatory payment, since: (i) it was analyzed according to the | ||
OBSERVED | COMMUTATIVE | rules provided in its Related Parties Transactions Policy | ||||
CONDITIONS | OR | PROVIDES | ("Policy"); and (ii) reflects negotiation conditions in line with | |||
APPROPRIATE | COMPENSATORY | market practice. In addition, the Agreement serves the interests of | ||||
PAYMENT | the Company, since the implementation of projects that aim | |||||
improve energy efficiency entails, naturally, the reduction of | ||||||
costs for the Company. |
The execution of the 3rd Amendment to the Agreement | |||
corroborates with the energy efficiency achieved by the | |||
Company. | |||
DESCRIPTION OF THE MEASURES | The negotiation was conducted by the Company's management, | ||
TAKEN AND PROCEDURES ADOPTED | independently and in accordance with its Policy. | ||
TO ENSURE THE COMMUTATIVITY | |||
OF THE TRANSACTION | Under the terms of the Company's Policy, the Agreement, the 2nd | ||
Amendment and the 3rd Amendment were submitted to the Audit | |||
Committee's analysis regarding compliance with the Policy's | |||
guidelines in the transaction procedure, composed of independent | |||
members of the Company's Board of Directors, and subsequent | |||
approval by the Company's Board of Directors. | |||
REASONS FOR WHICH THE | The transaction provided an optimization of the Company's | ||
MANAGEMENT CARRIED OUT THE | energy efficiency compared to the consumption incurred prior to | ||
TRANSACTION | the implementation of the project. In the first three years of the | ||
project, the Company achieved an average reduction in energy | |||
consumption of around 24%, corresponding to the approximate | |||
annual amount of R$ 70 million, or 216 GW/h. | |||
The 3rd Amendment will allow the Company to (i) proceed with | |||
the payment in a longer term and (ii) benefit from greater energy | |||
savings. | |||
EVENTUAL PARTICIPATION OF THE | Not applicable. | ||
COUNTERPART, ITS PARTNERS OR | |||
MANAGERS IN THE PROCEDURE OF | |||
DECISION OF THE ISSUER ON THE | |||
TRANSACTION OR NEGOTIATION OF | |||
THE | TRANSACTION | AS | |
REPRESENTATIVES OF THE ISSUER, | |||
DESCRIBING THIS PARTICIPATION | |||
São Paulo, January 10, 2019. | |||
ISABELA CADENASSI | |||
Investors Relations Officer |
Attachments
- Original document
- Permalink
Disclaimer
CBD - Companhia Brasileira de Distribuição published this content on 10 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2020 02:02:01 UTC