Fato Relevante: Boa Safra - Oferta de Ações
Fato Relevante: Boa Safra - Oferta de Ações
Fato Relevante: Boa Safra - Oferta de Ações
Este Fato Relevante é de caráter meramente informativo e não constitui uma oferta
de venda de valores mobiliários, no Brasil ou no exterior, incluindo nos Estados
Unidos ou em qualquer outra jurisdição. Este Fato Relevante não deve, em
nenhuma circunstância, ser considerado e/ou interpretado como, nem constituir,
uma recomendação de investimento ou oferta de venda, solicitação ou oferta de
compra de quaisquer valores mobiliários de emissão da Companhia. Nenhum valor
mobiliário da Companhia poderá ser ofertado ou vendido nos Estados Unidos da
América sem que haja registro ou isenção de registro nos termos do U.S. Securities
Act of 1933, conforme alterado.
Boa Safra Sementes S.A. (B3: SOJA3) (the “Company”), in accordance with Resolution
No. 44, dated as of August 23, 2021 of the Brazilian Securities Commission (“CVM”), and
with Article 157 of Brazilian Law No. 6,404, dated as of December 15, 1976, as amended,
hereby informs its shareholders and the market in general of its intention to carry out a
potential primary public offering of its common shares ("Shares”), under the automatic
registration process before CVM, in compliance with CVM Resolution No. 160 of July 13,
2022, as amended, and other applicable regulations, to be held in Brazil (“Potential
Offering”). The Company assesses that the Potential Offering will be of, at least,
R$200.000.000,00 (two hundred million reais).
Additionally, the Company informs that, as of the date hereof, it has received investment
commitments, subject to certain terms and conditions, from its controlling shareholders
Marino Stafani Colpo and Camila Stefani Colpo Koch (“Controlling Shareholders”), and
also from HIX Investimentos Ltda. (“HIX” e “Investment Commitments”, respectively).
Under the Investment Commitments, the Controlling Shareholder and HIX have comitted
to subscribe and pay-up for Shares within the scope of the Potential Offering, in an
amount equivalent to up to R$120.000.000,00 (one hundred and twenty million reais),
considered jointly.
As of the date hereof, no definitive decision regarding the Potential Offering or any other
operation of this nature has been taken by the Company, and the Potential Offering, as
well as the definition of its terms and conditions, is subject, among other factors, to the
conditions of the Brazilian capital market, to obtaining the necessary approvals (including
the Company´s corporate approvals), to national and international political and
macroeconomic conditions, to the interest of investors, among other factors beyond
Company´s control. Therefore, on this date, no public offering is being held for the
distribution of Shares and/or any other securities issued by the Company in any
jurisdiction.
This Material Fact does not constitute an offer to buy or sell any securities, in Brazil
or abroad, including in the United States or any other jurisdiction, and is merely
informative and should not, under any circumstances, be considered and/or
interpreted as, nor constitute, an investment recommendation or an offer,
solicitation or invitation to buy or sell any securities issued by the Company. The
securities referred to herein may not be offered or sold in the United States or to
non-U.S. persons in transactions outside the United States and Brazil, absent
registration or an applicable exemption from registration under the U.S. Securities
Act of 1933, as amended.
The Company will keep its shareholders and the market in general informed about any
relevant developments regarding the Potential Offering, in accordance with the
applicable laws and regulations, through its regular communication channels for the
disclosure of material information, namely, the websites of the Company (https://
ri.boasafrasementes.com.br/), CVM (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão
(www.b3.com.br).