The Company’s shares are listed for trading in the B3 under the ticker STBP3. Santos Brasil Participações S.A. has entered into an agreement with the Sao Paulo Stock Exchange to list its Shares in the differentiated corporate-governance practices segment ‘Novo Mercado’.
The Company’s shares are listed for trading in the B3 under the ticker STBP3. Santos Brasil Participações S.A. has entered into an agreement with the Sao Paulo Stock Exchange to list its Shares in the differentiated corporate-governance practices segment ‘Novo Mercado’.
Each purchaser of Santos Brasil Participações S.A. shares in the United States will be deemed to have agreed not to deposit such shares into an unrestricted global depositary receipt facility for as long as those shares are restricted securities within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- The purchaser: (i) is a qualified institutional buyer and is aware that the sale of Santos Brasil Participações S.A. shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- In making its decision to purchase the shares, the purchaser: (i) has made its own investment decision regarding the shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the shares; and
- Santos Brasil Participações S.A. shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
Each purchaser of Santos Brasil Participações S.A. shares in the United States will be deemed to have agreed not to deposit such shares into an unrestricted global depositary receipt facility for as long as those shares are restricted securities within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- The purchaser: (i) is a qualified institutional buyer and is aware that the sale of Santos Brasil Participações S.A. shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- In making its decision to purchase the shares, the purchaser: (i) has made its own investment decision regarding the shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the shares; and
- Santos Brasil Participações S.A. shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Santos Brasil Participações S.A. shares, at Brazilian stock exchanges (B3), as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Santos Brasil Participações S.A. shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- Appoint representative in Brazil, with powers to perform actions relating to its investment;
- Appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and – through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Santos Brasil Participações S.A. shares, at Brazilian stock exchanges (B3), as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Santos Brasil Participações S.A. shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- Appoint representative in Brazil, with powers to perform actions relating to its investment;
- Appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and – through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
How and when does Santos Brasil disclose its information?All Santos Brasil Participações S.A. material facts, earnings results and other notices to the market are published simultaneously at CVM/B3 and at the Company’s Investor Relations website (ri.santosbrasil.com/en), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements of the Company are annually published in the Brazilian news veichles Diário Oficial do Estado do São Paulo and Valor Econômico.
Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the Company’s Investor Relations website (ri.santosbrasil.com/en). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.b3.com.br) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).
All Santos Brasil Participações S.A. material facts, earnings results and other notices to the market are published simultaneously at CVM/B3 and at the Company’s Investor Relations website (ri.santosbrasil.com/en), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements of the Company are annually published in the Brazilian news veichles Diário Oficial do Estado do São Paulo and Valor Econômico.
Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the Company’s Investor Relations website (ri.santosbrasil.com/en). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.b3.com.br) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).
How can I contact the Investor Relations department?Santos Brasil Participações S.A.
Rua Dr. Eduardo de Souza Aranha, 387, 2º andar
Vila Olímpia – São Paulo – Brazil
04543-121
Phone: +55(11) 3279-3279
Fax: +55(11) 3279-3242
www.santosbrasil.com.br
Daniel Pedreira Dorea
CFO and Investor Relations Officer
Juliano Navarro
Investor Relations Manager
E-mail: dri@santosbrasil.com.br
Santos Brasil Participações S.A.
Rua Dr. Eduardo de Souza Aranha, 387, 2º andar
Vila Olímpia – São Paulo – Brazil
04543-121
Phone: +55(11) 3279-3279
Fax: +55(11) 3279-3242
www.santosbrasil.com.br
Daniel Pedreira Dorea
CFO and Investor Relations Officer
Juliano Navarro
Investor Relations Manager
E-mail: dri@santosbrasil.com.br
Why does Santos Brasil use EBITDA?From time to time, Santos Brasil Participações S.A. discloses so-called non-GAAP financial measures, primarily EBITDA. Pursuant to one of the acceptable alternatives of the CVM Circular No. 1 of February 22, 2006, EBITDA may be defined as operating income (loss) plus net financial expenses plus depreciation and amortization. EBITDA does not represent cash flows for the periods presented and should not be considered as an alternative to net income, as an indicator of the Company’s operating performance or as an indicator of liquidity. EBITDA does not have a standardized meaning and Santos Brasil Participações S.A. definition of EBITDA may not be comparable to EBITDA as used by other companies.
Although the EBITDA does not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, Santos Brasil Participações S.A. management uses EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.
From time to time, Santos Brasil Participações S.A. discloses so-called non-GAAP financial measures, primarily EBITDA. Pursuant to one of the acceptable alternatives of the CVM Circular No. 1 of February 22, 2006, EBITDA may be defined as operating income (loss) plus net financial expenses plus depreciation and amortization. EBITDA does not represent cash flows for the periods presented and should not be considered as an alternative to net income, as an indicator of the Company’s operating performance or as an indicator of liquidity. EBITDA does not have a standardized meaning and Santos Brasil Participações S.A. definition of EBITDA may not be comparable to EBITDA as used by other companies.
Although the EBITDA does not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, Santos Brasil Participações S.A. management uses EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.
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