Multiplus : Material Fact | Auction result

MATERIAL FACT

Barueri, April 01, 2019 - Multiplus S.A. (B3: MPLU3) ('Company'), pursuant to Law No. 6.404/76 ('Corporation Law') and to the Brazilian Securities' Commission ('CVM') Instruction No. 358/02, continuing the material facts disclosed on October 4 and 25, 2018, December 17, 2018, January 29, 2019 and March 14, 2019, hereby informs its shareholders and the market in general the result of the auction of the Unified Public Tender Offer to Acquire the Company's Common Shares for purposes of the Delisting of the Company and Exit from the Novo Mercado ('Tender Offer' and 'Auction', respectively).

As a result of the Auction, TAM Linhas Aéreas S.A ('Offeror') acquired 38,116,231 free float common shares issued by the Company, representing 23.49% (based on the total issued shares) of its capital stock. The shares were acquired at the price per share of R$ 26.84, totaling the amount of R$ 1,023,039,640.04. After the financial settlement of the shares purchased in the Auction, which shall occur on April 4th, 2019, the remaining free float shares shall represent 3.65% (based on the total issued shares less shares in treasury and held by management) of the Company's capital stock.

Considering that the number of shares acquired by the Offeror in the Auction exceeded the minimum amount required for the cancellation of registration as a publicly-held company of 2/3 of the shares qualified for the Auction, as provided in Article 16, item II, of CVM Instruction 361, the Company shall proceed with the necessary acts for the cancellation of its registration as issuer of securities category 'A', in the form and within the term provided in CVM Instruction 480/09. The shares shall no longer be traded on the Novo Mercado special corporate governance listing segment of the B3, and shall be traded in the Basic listing segment of the stock market of B3 until CVM approves the deregistration of the Company.

Shareholders who did not trade their shares during the Auction wishing to sell its free float common shares to the Offeror may still do so during the period of three (3) months following the Auction, which is, from April 02, 2019 to July 02, 2019, according to the provisions of items 6.11 of the Unified Public Offering for Acquisition of Common Shares issued by the Company ('Edital'), related to End of the Trade and Sale in the 3 Months Following the Tender.

In addition, since after the Auction and its respective financial settlement the free float common shares shall represent less than 5% (five percent) of the total common shares issued by the Company, a Company shareholders' general meeting shall be convened in due time to approve the redemption of the referred remaining shares, pursuant to item 8.3 of the Edital (Redemption of Outstanding Shares).

Barueri/SP, April 1st, 2019

Multiplus S.A.
Ronald Domingues
Chief Financial Officer and Investor Relations Officer

Contact IR:

Phone: [phone]
E-mail: [e-mail]
Website: http://ir.pontosmultiplus.com.br/