MAGAZINE LUIZA S.A. December 10, 2015 3691/2015-SAE
Magazine Luiza S.A.
Mr. Roberto Bellissimo Rodrigues Investor Relations Officer
Re: Request for clarification regarding news item
Dear Sirs,
A news item published by Agência Estado - Broadcast on December 10, 2015, states, among other matters, that, although it has not been discussed by the Board, the delisting of this company is a possibility.
We did not encounter this information in any documents sent by this company via the Empresas.NET System. If this is not the case, please indicate the document and the pages containing said information and the date and time they were sent.
It should be emphasized that the company must disclose, periodic, eventual and other information of interest to the market through the Empresas.NET System, thereby ensuring ample and immediate dissemination and the equitable treatment of its investors and other market participants.
We therefore request clarification, by December 11, 2015, regarding the above item, with your confirmation or not, as well as any other information considered important.
The content of the above-mentioned request should be transcribed before the Company's response in the file to be sent.
This request falls under the scope of the Cooperation Agreement entered into by the Brazilian Securities and Exchange Commission (CVM) and the BM&FBOVESPA - Securities, Commodities and Futures Exchange on December 13, 2011, and non-compliance may subject the company to the imposition of a punitive fine by the CVM's Corporate Relations Superintendence (SEP), pursuant to CVM Instruction 452/07.
Sincerely,
Nelson Barroso Ortega
Corporate Oversight Superintendent
copies to: CVM - Brazilian Securities and Exchange Commission
Mr. Fernando Soares Vieira - Corporate Relations Superintendent
Mr. Waldir de Jesus Nobre - Market and Intermediary Relations Superintendent
The Company should send its response exclusively via the IPE system, selecting the Category Material Fact or Notice to the Market, Type: Clarifications of CVM/Bovespa queries, and Subject: News item, which will lead to the simultaneous transmission of the file to the BM&FBOVESPA and CVM.
10/12/2015 10:42:00 - AE NEWS
MAGAZINE LUIZA: ALTHOUGH NOT YET DISCUSSED BY THE BOARD, DELISTING IS A POSSIBILITYSão Paulo, December 10, 2015 - Magazine Luiza believes delisting to be a possibility given the decline in the price of its shares, said the Chair of the company's Board of Directors, Luiza Helena Trajano, recently. She was responding to an analyst's question during an event in São Paulo.
According to Luiza, however, this issue has not been discussed by the Board. She also declared that maintaining the company's publicly-held status had the positive feature of strengthening and ensuring the recognition of its corporate governance. (Dayanne Sousa - dayanne.sousa@estadao.com)
São Paulo, December 11, 2015
To:
BM&FBOVESPA S.A. - Securities, Commodities and Futures ExchangeCorporate Oversight Department
Att: Mr. Nelson Barroso Ortega
copies to: CVM - Brazilian Securities and Exchange Commission
Mr. Fernando Soares Vieira - Corporate Relations Superintendent
Mr. Waldir de Jesus Nobre - Market and Intermediary Relations Superintendent
Att: Mr. Fernando Soares Vieira
Att: Mr. Waldir de Jesus Nobre
Dear Sirs:
The Company believes that the News Item was taken from the clarifications provided by the Company's officers at the annual event held on December 10, 2015 ("ML Day"), at which the Company's main executives meet with market analysts and leading investors in order to present the evolution of their principal economic indicators throughout the current year, giving them an opportunity to develop a deeper understanding of the Company's policies and business directions. For this event, the Company prepared a presentation (available on its website, sub-field "investors" "ML Day Presentation") showing the evolution of its business in its different operational areas.
The title of the News Item states "although not yet discussed by the board, delisting is a possibility", which gave rise to this request for clarification. When analyzing the News Item, two main factors should be taken into consideration: (i) the context of the remark as a whole; and (ii) the fact that the Board of Directors or any other management body has not discussed said possibility.
Firstly, the remark about the Company's possible delisting was made by the Chair of the Company's Board of Directors, Luiza Helena Trajano, when responding to a question that considered the fact that the price of the Company's shares had fallen this year, thereby justifying, as stated by the analyst, such a measure by the controlling shareholders.
In reply to this question, Luiza Helena Trajano explained that the Board of Directors had never discussed this issue, which could be a possibility. In fact, it is one possible option, especially in adverse market situations like the current one, in which the price of the Company's shares has suffered an important impact. However, the complete content of the reply makes it clear that,
currently, there is no intention of delisting the Company. So much so, that Luiza Helena Trajano emphasized the benefits to the Company from being listed on the BM&FBovespa, such as the adoption of corporate governance practices and commitments to transparency, among others. The Chair of the Company's Board of Directors also stated that the Trajano family, the Company's controlling shareholders, were committed to the Company's sustainability, without relying exclusively on the share price for the taking of strategic decisions impacting the Company's business.
As stated above, and understanding the context of the remark that led to the News Item, it is clear that there was no intention at any time of stating that delisting was currently under consideration. The possibility was only mentioned as an introduction to Luiza Helena Trajano's declaration, as Chair of the Company's Board of Directors, that the intention, at the moment, was to remain listed on the BM&FBovespa.
In addition, the News Item clearly stated that the Board of Directors had not discussed this option, i.e. there is no approval by or concrete measure adopted by the Company's Management regarding delisting. Given that there is not, at this time, any act, resolution, or call for any discussion related to the issue, there is no disclosure to be made by the Company, pursuant to CVM Instructions 361 of March 5, 2002 ("CVM Instruction 361"), as amended, and 358 of January 3, 2002, as amended.
To sum up, on this date, delisting is not an option being considered by the Company's Board of Directors, nor by Luiza Helena Trajano, who merely explained that such a possibility was one of the various possible alternatives for publicly-held companies in similar situations.
Finally, the Company would like to underline its commitment to disclosing information to the market in a timely and accurate manner, in compliance with the law and the applicable legal regulations.
We remain at your disposal for any further clarification you may need.
Sincerely,
Name: Roberto Bellissimo Rodrigues |
Position: Chief Financial and Investor Relations Officer |
|
distributed by
|
