Indicate by
check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper
Indicate by check mark if the registrant is submitting the Form 6-K in paper
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Actual
results could differ materially from those predicted in such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include those risk factors set forth in our most recent Annual Report on
Form
20-F
filed with the Securities and Exchange Commission. CEMIG undertakes no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof, and claims the
protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
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Date: October 11
, 2017
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By:
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/s/ Adézio de Almeida Lima
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Name:
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Adézio de Almeida Lima
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Title:
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Chief Finance and Investor Relations Officer
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1. MATERIAL ANNOUNCEMENT DATED SEPTEMBER 7, 2017: AGC ENERGIA S.A. WITHDRAWS FROM CEMIG STOCKHOLDERS
AGREEMENT
1
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
AGC Energia S.A. withdraws from Cemig Stockholders Agreement
Companhia Energética de Minas Gerais (
Cemig
), a listed company with securities traded on the stock exchanges of São Paulo,
New York and Madrid, as per CVM Instruction 358 of January 3, 2002, as amended, hereby
informs
the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (BM&F Bovespa S.A.) and the market
as follows:
On September 6, 2017, Cemig received from AGC Energia S.A. formal notification of resilement of the Stockholders agreement of Cemig, with the
following content:
Dear Sirs,
We refer to the stockholders agreement of Cemig Companhia Energética de Minas Gerais CEMIG (
Cemig
)
signed between the State of Minas Gerais, a legal entity under domestic Brazilian public law, and AGC Energia S.A., a corporation constituted under the laws of Brazil, with head office at Av. do Contorno 8123, Cidade Jardim, Belo Horizonte, Minas
Gerais, registered in the CNPJ/MF under number
11.221.326/0001-65
(AGC Energia), on August 1, 2011 (the Stockholders Agreement).
Under Clause 6 of the Stockholders Agreement, AGC Energia hereby informs you of its unilateral resilement of the Stockholders Agreement. The
Stockholders Agreement is thus now canceled for all purposes of fact and of law as from todays date. As a result, AGC Energia is now able, as from todays date, to trade its shares in Cemig on a securities exchange, or on an
over-the-counter
market.
Please do not hesitate to contact us if you
need any further information.
Belo Horizonte, September 7, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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2
2. MARKET ANNOUNCEMENT DATED SEPTEMBER 11, 2017: CEMIG AGAIN INCLUDED IN THE DOW JONES WORLD SUSTAINABILITY
INDEX
(2017-18)
3
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MARKET ANNOUNCEMENT
Cemig again included in the
Dow Jones World Sustainability Index
(2017-18)
As part of its commitment to best corporate governance practices,
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with
equity securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby
reports
to its stockholders and the market
as follows
:
Cemig has once again been selected for inclusion in the Dow Jones Sustainability World Index (the DJSI World), for
201718.
Cemig has now been included in the DJSI World for 18 years, since the index was created in 1999.
This years DJSI World index comprises 320 companies in 29 countries, selected from among 2,500 companies in 60 sectors.
Cemigs inclusion in this index for 18 consecutive years is a continuing reflection of its determination to maintain its sustainable
growth, dedicated to creation of value for its stockholders, employees and suppliers, and to the well-being of society.
Cemig believes
that its vision of the future, its commitment to continual improvement of corporate governance, and its actions to create long- term value for its stockholders have established it as one of the most sustainable companies in the world.
For more information on the DJSI World, see: www.sustainability-indices.com
Belo Horizonte, September 11, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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4
3. MATERIAL ANNOUNCEMENT DATED SEPTEMBER 12, 2017: INVESTOR CRITERIA FOR ACCESS TO LIGHT DATA ROOM
5
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Investor criteria for access to Light data room
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New
York and Madrid, as per CVM Instruction 358 of January 3, 2002, as amended, hereby
informs
the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (Brasil, Bolsa, Balcão B3) and the market
as
follows
:
Complementing information given in the Material Announcement published August 28, 2017, Cemig now publishes the criteria for access to
the Data Room on the Light Group, to assist potential investors in preparing
non-binding
proposals:
Criteria
for selection of strategic investors
✓
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Proof of financial capacity
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◾
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The potential investor must have financial capacity to make an investment with minimum value of US$700 million in a single transaction.
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◾
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Listed companies:
The minimum investment volume of US$700 million must be less than 25% of the potential investors average stock market value over the last 12 months.
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◾
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Unlisted companies:
One of the following amounts must be equivalent to the minimum investment volume of US$700 million either:
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(i)
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cash and cash equivalents in the most recent available balance sheet (statement of financial position) of the economic group; or
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(ii)
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the volume of debt the potential investor could raise while complying with the requirement that Gross debt / (Gross debt + Stockholders equity) not exceed 40%.
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✓
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Presence and experience in the sector of activity of the target asset
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◾
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The economic group of the potential investor should have an interest in electric power distribution and/or generation assets with at least 2 million consumers in Brazil and/or outside Brazil, and/or have more than
1,000 MW of installed generation capacity; and have experience in operation, or management of operation, of these classes of assets.
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Criteria for selection of financial investors
✓
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Proof of financial capacity
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◾
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The economic group of the potential financial investor must have assets under management of at least US$5 billion.
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✓
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Investment policy aligned with the characteristics of the asset
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◾
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The economic group of the potential financial investor must have, or have had, investments in electric power distribution and /or generation assets.
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This Material Announcement is part of the Companys commitment to keep the market updated on the progress of its Disinvestment Program, as announced in
its Material Announcement of June 1 of this year, updated on July 7.
Belo Horizonte, September 12, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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6
4. EXTRACT FROM THE MINUTES OF THE 696TH MEETING OF THE BOARD OF DIRECTORS DATED JUNE 9, 2017
7
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
BOARD OF DIRECTORS
SUMMARY OF MINUTES
OF
THE
696
TH
MEETING
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Date, time and place:
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June 9, 2017 at 9.30 a.m. at the companys head office.
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Meeting Committee:
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Chair:
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José Afonso Bicalho Beltrão da Silva;
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Secretary:
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Anamaria Pugedo Frade Barros
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Summary of proceedings:
I
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Conflict of interest:
The Board members listed below stated that they had no conflict of interest with the matters on the agenda of the meeting, with the exception of the Board members
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Arcângelo Eustáquio Torres Queiroz and Antônio Carlos de Andrada Tovar, who stated themselves to have conflict of interest
in relation to this item:
2017 PDVP Programmed Voluntary Retirement Plan / Additional budget allocation.
These members withdrew from the meeting room at the time of discussion and voting on those matters, returning after the vote on them had been
taken, to proceed with the meeting.
a)
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An additional budget allocation in 2017 to be used by Cemig for expenses on severance of employees.
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b)
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The following proposal by the Chair, to be in effect on July 1, 2017, or such later date as this Board may decide:
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Mr. Raul Lycurgo Leite no longer to be Chief Counsel.
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Election as Chief Counsel, to serve the rest of the present period of office, i.e. until the first meeting of the Board of Directors after the Annual General Meeting of 2018, of:
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Mr. Luciano de Araújo Ferraz
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Brazilian, divorced, lawyer, domiciled in Belo Horizonte, Minas Gerais at Rua Matias Cardoso 236/1104, Santo Agostinho, CEP
30170-050,
bearer of Identity Card
M-2714321-SSPMG
and CPF
767187276-87.
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c)
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The minutes of this meeting.
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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8
III
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The Board authorized:
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a)
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Use of funds deposited in a restricted deposit account property of Cemig to acquire preferred shares in
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RME Rio Minas Energia Participações S.A. (RME) and
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Luce Empreendimentos e Participações S.A. (Lepsa);
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and Signature of the Second
Amendment to the Stockholders Agreement of RME
and the Second Amendment to the Stockholders Agreement of Lepsa,
to reflect the concession of a new window of dates for exercise and a new date for partial exercise of the put option.
b)
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Increase in the share capital of
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Guanhães Energia S.A. (Guanhães), to up to
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three hundred forty eight million two hundred eighty eight thousand Reais,
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and the related
injection of capital, by Light Energia S.A., in an amount corresponding to its holding in the total share capital of that company.
IV
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The Board nominated
Mr. Raul Lycurgo Leite to be Chief Counsel and Chief Regulatory Officer of Transmissora Aliança de Energia Elétrica S.A. (Taesa), with effective start date
July 1, 2017, able to be postponed by a further decision of this Board.
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a)
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the representative(s) of the Company to vote in favor of the agenda, in the Extraordinary General Meetings of Stockholders of Lepsa and RME:
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on approval of signature of the Stockholders Agreements stated in Item III above,
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and on ratification of the contracting of legal advisers;
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b)
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the members nominated by the Company for the Board of Directors of Light S.A. (Light), directly and/or through RME and/or Lepsa, to vote in favor of the agenda in a meeting of the Board of Directors of
Light, on increase in the total share capital of Guanhães, of up to four million five hundred ninety six thousand Reais; and the consequent alteration of the
By-laws.
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VI
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The Board
re-ratified
Board Spending Decision (CRCA) 020/2017, to alter the estimated cost of the 2017 PDVP Voluntary Retirement Plan, the other provisions of that CRCA
remaining unchanged.
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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9
VII
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The Chair informed
the meeting that the Executive Board, as from July 1, 2017, will be as follows:
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Chief Executive Officer:
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Bernardo Afonso Salomão de Alvarenga;
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Deputy CEO:
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Bernardo Afonso Salomão de Alvarenga;*
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Chief Trading Officer:
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Dimas Costa;
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Chief Business Development Officer:
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César Vaz de Melo Fernandes;
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Chief Distribution and Sales Officer:
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Luís Fernando Paroli Santos;
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Chief Finance and Investor Relations Officer:
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Adézio de Almeida Lima;
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Chief Generation and Transmission Officer:
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Franklin Moreira Gonçalves;
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Chief Corporate Management Officer:
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José de Araújo Lins Neto;
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Chief Counsel:
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Luciano de Araújo Ferraz;
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Chief Officer for Human Relations and Resources:
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Maura Galuppo Botelho Martins;
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Chief Institutional Relations and Communication Officer:
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Luís Fernando Paroli Santos.**
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*
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on interim basis while also serving as Chief Executive Officer;
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**
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on interim basis while also serving as Chief Distribution and Sales Officer.
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VIII
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Compliance:
The Chief Officer elected declared in advance that he is not subject to any prohibition on exercise of commercial activity, that he does not occupy any post in a company which could be
considered to be a competitor of the Company, and that he does not have nor represent any interest conflicting with that of Cemig; and made a solemn commitment to become aware of, obey and comply with the principles, ethical values and rules
established by the Code of Professional Conduct and Ethical Principles of Cemig, and the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.
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IX
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Comment:
The following spoke on subjects and business of interest to the Company.
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The Chair;
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Chief Officer:
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César Vaz de Melo Fernandes;
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The following were present:
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Board members:
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José Afonso Bicalho Beltrão da Silva,
Allan Kardec de Melo Ferreira,
Arcângelo Eustáquio
Torres Queiroz,
Daniel Alves Ferreira,
Helvécio
Miranda Magalhães Junior,
José Pais Rangel,
Marco Antônio de Rezende Teixeira,
Marco Antônio
Soares da Cunha Castello Branco,
Nelson José Hubner Moreira,
Patrícia Gracindo Marques de Assis Bentes,
Saulo Alves
Pereira Junior,
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Aloísio Macário Ferreira de Souza,
Bruno Magalhães Menicucci,
Carolina Alvim Guedes
Alcoforado,
Samy Kopit Moscovitch,
Antônio Dirceu
Araújo Xavier,
Carlos Fernando da Silveira Vianna,
José João Abdalla Filho,
Luiz Guilherme Piva,
Marina Rosenthal Rocha,
Ricardo Wagner Righi de Toledo,
Tarcísio Augusto Carneiro,
Wieland
Silberschneider;
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Board member and Chief
Officer:
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Bernardo Afonso Salomão de Alvarenga;
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Chief Officers :
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Adézio de Almeida Lima,
César Vaz de Melo Fernandes,
Dimas Costa,
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José de Araújo Lins Neto,
Luís Fernando Paroli Santos,
Maura Galuppo Botelho
Martins;
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Secretary:
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Anamaria Pugedo Frade Barros.
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Signed by: Anamaria Pugedo Frade Barros.
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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10
5. MATERIAL ANNOUNCEMENT DATED SEPTEMBER 15, 2017: RENOVA: BROOKFIELD EXCLUSIVITY PERIOD EXTENDED
11
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Renova: Brookfield exclusivity period extended
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New
York and Madrid, as per CVM Instruction 358 of January 3, 2002, as amended, hereby
informs
the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (
Brasil, Bolsa, Balcão B3
) and the market that
on todays date Cemigs affiliated company Renova Energia S.A. (Renova)
published
the following Material Announcement:
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Renova Energia S.A. (RNEW11) (Renova), in compliance with CVM Instruction 358/2002 as amended, and complementing the information in its Material Announcement of July 17, 2017, hereby informs the public
as follows:
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The period of exclusivity granted to Brookfield Energia Renovável for carrying out of due diligence and
negotiation of the final documents for a primary subscription of capital into Renova, has been extended until October 17, 2017.
Renova reiterates its commitment to keep stockholders, and the market in general, fully and timely informed in accordance with the applicable
legislation.
Belo Horizonte, September 15, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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12
6. MATERIAL ANNOUNCEMENT DATED SEPTEMBER 18, 2017: LEPSA, RME: BANKS GIVE NOTICE OF EXERCISE OF PUT OPTIONS
13
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Lepsa, RME: Banks give notice of exercise of put options
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New
York and Madrid, in compliance with CVM Instruction 358 of January 3, 2002 as amended,
hereby reports
to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (Brasil, Bolsa, Balcão B3) and the
market
as follows
:
On September 15, 2017 Cemig received Notices of Intention to Exercise Put Options, under the Second
Exercise Window, from
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BBBanco de Investimento S.A.
(BB-BI),
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BV Financeira S.A. Crédito, Financiamento e Investimento (BV Financeira), and
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Banco Santander (Brasil) S.A. (Santander)
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(jointly, the Stockholder
Banks), giving notice of irrevocable decision to exercise their right to sell the totality of their holdings of common and preferred shares (the Shares Subject of the Put Option), comprising the totality of their equity interests,
in
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LUCE EMPREENDIMENTOS E PARTICIPAÇÕES S.A. (LEPSA)
and
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RME RIO MINAS ENERGIA PARTICIPAÇÕES S.A. (RME)
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(jointly, the Companies).
This option to sell shares is exercised under Clauses 6.1.4 and 6.3 of the Stockholders Agreements of the Companies (
Put
OptionsSecond Exercise Window
), signed on October 31, 2016, and as amended, by Cemig and the Stockholder Banks, with the Companies as consenting parties (the Lepsa Stockholders Agreement and the RME
Stockholders Agreement).
The acquisition of the shares, by Cemig or by a third party indicated by Cemig, is scheduled to take
place by November 30, 2017.
Cemig will keep its stockholders and the market duly informed on all new information related to this subject.
Belo Horizonte, September 18, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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14
7. SUMMARY OF MINUTES OF THE 705TH MEETING OF THE BOARD OF DIRECTORS DATED SEPTEMBER 15, 2017
15
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
BOARD OF DIRECTORS
Meeting of September 15, 2017
SUMMARY OF PRINCIPAL DECISIONS
At its
705
th
meeting, held on September 15, 2017, the Board of Directors of
Cemig
(
Companhia Energética de Minas Gerais
) decided the following:
1. Sale of interests in gas exploration consortia.
2. Guidelines for signature of the Collective Work Agreement for
2017-18.
3. Guidelines for signature of the
2018-19
Specific Collective Agreement on Profit Sharing.
4. Nomination of a manager for Gasmig.
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Av. Barbacena 1200
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Santo Agostinho
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30190-131 Belo Horizonte, MG
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Brazil
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Tel.: +55 31
3506-5024
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Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
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16
8. MATERIAL ANNOUNCEMENT DATED SEPTEMBER 19, 2017: RENOVA COMMENT ON MEDIA REPORTS
17
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Renova comment on media reports
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New
York and Madrid, in compliance with CVM Instruction 358 of January 3, 2002, as amended,
hereby informs
the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (BM&F Bovespa S.A.) and the market
as
follows:
Today Cemigs affiliated company Renova Energia S.A. (Renova) published the following Material Announcement:
In compliance with CVM Instruction 358/2002 as amended, and in relation to recent reports in news media,
Renova
Energia S.A.
(RNEW11) (Renova)
reports
that at the time of writing it has not become aware of nor received any new proposal from Brookfield Energia Renovável S.A. (Brookfield).
Renova reiterates that, as stated in its Material Announcement of July 7, 2017, its Board of Directors approved concession of exclusivity to
Brookfield for 60 days for due diligence and negotiation of final documents for a primary subscription of capital in the Company, as proposed in a
non-binding
offer received.
Also, on September 15, 2017 Renova published a further Material Announcement reporting that it has extended the period of exclusivity for Brookfield
to finalize its due diligence until October 17, 2017.
Renova reiterates its commitment to keeping stockholders and the market in general
informed in accordance with the applicable legislation.
Belo Horizonte, September 19, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
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Av. Barbacena 1200
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Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
18
9. SUMMARY OF MINUTES OF THE 706TH MEETING OF THE BOARD OF DIRECTORS DATED SEPTEMBER 21, 2017
19
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
BOARD OF DIRECTORS
Meeting of September 21, 2017
SUMMARY OF PRINCIPAL DECISIONS
At its
706
th
meeting, held on September 21, 2017, the Board of Directors of
Cemig
(
Companhia Energética de Minas Gerais
) decided the following:
|
|
|
Transfers of funds to, and capital increases in, Amazônia Energia and Aliança Norte;
|
|
|
|
Orientation of vote at a meeting of Light.
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
20
10. SUMMARY OF MINUTES OF THE 707TH MEETING OF THE BOARD OF DIRECTORS DATED SEPTEMBER 25, 2017
21
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
BOARD OF DIRECTORS
Meeting of September 25, 2017
SUMMARY OF PRINCIPAL DECISIONS
At its
707
th
meeting, held on September 25, 2017, the Board of Directors of
Cemig
(
Companhia Energética de Minas Gerais
) decided the following:
|
1.
|
Submission to an Extraordinary General Meeting of Stockholders of a proposal to authorize increase in the share capital of Cemig by up to one billion Reais, through issuance of up to two hundred million new shares.
|
|
2.
|
Convocation of an Extraordinary General Meeting of Stockholders, to be held on October 26, 2017 at 11 a.m., to decide on a proposal to increase the share capital of Cemig.
|
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|
|
|
|
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|
|
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|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
22
11. MATERIAL ANNOUNCEMENT DATED SEPTEMBER 25, 2017: BOARD PROPOSES R$ 1 BILLION CAPITAL INCREASE
23
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Board proposes R$ 1 billion capital increase
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New
York and Madrid, in compliance with CVM Instruction 358 of January 3, 2002, as amended,
hereby informs
the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (BM&F Bovespa S.A.) and the market
as
follows:
On todays date Cemigs Board of Directors decided to submit to an Extraordinary General Meeting of Stockholders a proposal for
increase of the Companys share capital,
|
|
|
by up to
|
|
R$ 1,000,000,000.00 (one billion Reais),
|
through issuance of up to
|
|
66,849,505 (sixty six million eight hundred forty nine thousand five hundred five) new common shares
|
and up to
|
|
133,150,495 (one hundred thirty three million one hundred fifty thousand four hundred ninety five) new preferred shares,
|
all nominal, book-entry shares, each with nominal value of
|
|
R$ 5.00 (five Reais),
|
for issue price per share, for both common and preferred shares,
|
|
|
of
|
|
R$ 6.57 (six Reais and fifty seven centavos)
|
(the Capital Increase).
All the shares resulting from this subscription will have the same rights as the shares of the same class on which the capital increase is based. The Capital
Increase will be by private subscription, with present shareholders having preference to participate in proportion to their current equity holdings, on the basis of 0.1588762172 of a new share for each share held at the close of market on the day of
the EGM that authorizes the Capital Increase.
All the information on the Capital Increase and the right of first refusal will be given in the Notice to
Stockholders which the Company will publish, in accordance with CVM Instruction 480 of December 7, 2009, as amended.
The Capital Increase will
provide the Company with an increasingly robust capital structure and cash position, helping to reduce its financial leverage.
Cemig will keep its
stockholders and the market informed on this Capital Increase. For further information, contact Cemig by email on: ri@cemig.com.br
Belo
Horizonte, September 25, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
24
12. MARKET ANNOUNCEMENT DATED SEPTEMBER 25, 2017: REPLY TO CVM INQUIRY LETTER
1552/2017-SAE,
OF SEPTEMBER 22, 2017
25
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MARKET ANNOUNCEMENT
REPLY TO CVM
INQUIRY LETTER
1552/2017-SAE,
OF SEPTEMBER 22, 2017
Question asked by BM&FBovespa
September 22, 2017
1552/2017-SAE
Companhia
Energética de Minas Gerais CEMIG
To Mr. Adézio de Almeida Lima
Investor Relations Director
Subject: Request for information on
news media report
Dear Sirs,
A report in
Valor
Econômico
newspaper of September 22, 2017, under the headline:
Dispute for generation plants will call for strong
financing
states, among other information, that:
1.
|
Cemig, the Planning Ministry, and the Office of the Federal Attorney General, have negotiated an understanding that only two of the four generation plants will be auctioned the São Simão and Volta
Grande Plants which have total generating capacity of 2,090 MW, and represent R$ 8.032 billion of the total proposed concession value of R$ 11 billion.
|
2.
|
Under the agreement, the Miranda and Jaguara Plants will not go into the auction. Their concessions would be given to Cemig in return for payment of the Concession Grant Fee.
|
3.
|
For Miranda, the government is demanding a concession grant fee of R$ 1.1 billion, while at the same time, according to the Companys argument, it owes Cemig an indemnity of R$ 1.060 billion. There would
be a settlement of the two obligations and Cemig would pay only R$ 40 million completing the amount of the concession fee and receive the concession.
|
4.
|
For the Jaguara Plant, the amount set for the concession grant fee is R$ 1.9 billion. Cemig has signed a financing transaction with a foreign bank which will enable it to pay the amount.
|
5.
|
Even so, an agreement will come up against the Federal Audit Board (TCU). The opinion of the TCU is that the concessions belong to the country i.e. are under the control of the federal government
and should thus be auctioned.
|
6.
|
Cemig and the mining company Vale are studying the possibility of taking part in the auction of the São Simão and Volta Grande plants through Aliança Geração de Energia S.A.
|
We request information/explanations on the items indicated, by September 25, 2017, including your confirmation of them or otherwise,
and also any other information that is considered to be important.
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
26
Reply by CEMIG
In response to Official Letter nº
1552/2017-SAE,
of September 22, 2017, in relation to the news report in
Valor Econômico
newspaper of September 22, 2017, Cemig provides the following information:
According to the news report published by
Valor Econômico
newspaper of September 22, 2017, it is stated that Cemig and the federal government have negotiated an agreement for the
Miranda
and
Jaguara
hydroelectric plants. Contrary to what is apparently
supposed, it is not stated in the news report that these parties have reached a concrete agreement to this effect. The report itself states this as follows:
Valor
has learned, from sources in the government and Cemig, though, that there
is no completed final agreement on the subject.
Clearly, signature of a lending transaction with a foreign bank for acquisition of the Jaguara
Plant would presuppose a concrete agreement reached between Cemig and the federal government.
Since no concrete agreement has been reached, the picture
of the transaction as reported in items 2, 3 and 4 of the Official Letter is mere conjecture, and as a result it would not require publication to the market.
Finally, the fact that the report states that Vale and Cemig are studying whether to participate in the auction of the
São
Simão
and
Volta Grande
Plants through Aliança shows only that the parties are evaluating whether it would in their interest to comply with the terms of the auction and no more than that.
Belo Horizonte, September 25, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
27
13. MARKET ANNOUNCEMENT DATED SEPTEMBER 26, 2017: BOARD MEMBERS AFTER RESIGNATION OF AGC MEMBERS
28
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MARKET ANNOUNCEMENT
Board members after resignation of AGC members
In accordance with CVM Instruction 358/2002 and Article 151 of Law 6404/1976 as amended
Cemig
(
Companhia Energética de Minas
Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid,
hereby reports
to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (Brasil, Bolsa,
Balcão B3) and the market
as follows:
On September 25, 2017 Cemig received letters of resignation from the members of its Board
of Directors that had been nominated by AGC Energia S.A.
As from September 26, 2017, the members of the Board of Directors and Audit Board are:
|
|
|
BOARD OF DIRECTORS
|
SITTING MEMBERS
|
|
SUBSTITUTE MEMBERS
|
Elected by majority stockholder:
|
José Afonso Bicalho Beltrão
da Silva Chair
|
|
Geber Soares de Oliveira
|
Bernardo Afonso Salomão de
Alvarenga
|
|
Agostinho Faria Cardoso
|
Antônio Dirceu Araújo
Xavier
|
|
Luiz Guilherme Piva
|
Arcângelo Eustáquio Torres
Queiroz
|
|
Franklin Moreira Gonçalves
|
Helvécio Miranda Magalhães
Junior
|
|
Wieland Silberschneider
|
Marco Antônio de Rezende Teixeira
Deputy Chair
|
|
Antônio Carlos de Andrada Tovar
|
Marco Antônio Soares da Cunha
Castello Branco
|
|
Ricardo Wagner Righi de Toledo
|
Nelson José Hubner Moreira
|
|
Otávio Silva Camargo
|
Elected by holders of preferred shares:
|
Marcelo Gasparino da Silva
|
|
Aloísio Macário Ferreira de Souza
|
Elected by minority stockholders:
|
Patrícia Gracindo Marques de Assis
Bentes
|
|
Seat vacant
|
Seat vacant
|
|
Seat vacant
|
Seat vacant
|
|
Seat vacant
|
Seat vacant
|
|
Seat vacant
|
Seat vacant
|
|
Daniel Alves Ferreira
|
José Pais Rangel
|
|
José João Abdalla Filho
|
|
|
|
AUDIT BOARD
|
SITTING MEMBERS
|
|
SUBSTITUTE MEMBERS
|
Elected by majority stockholder:
|
Arthur Maia Amaral
|
|
Marco Antônio Badaró Bianchini
|
Edson Moura Soares Chair
|
|
Marcos Túlio de Melo
|
Camila Nunes da Cunha Pereira
Paulino
|
|
Flávia Cristina Mendonça Faria Da Pieve
|
Elected by holders of preferred shares:
|
Manuel Jeremias Leite Caldas
|
|
Ronaldo Dias
|
Elected by minority stockholders:
|
Seat
vacant
|
|
Rodrigo de Mesquita Pereira
|
Belo Horizonte, September 26, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
29
14. MATERIAL ANNOUNCEMENT DATED OCTOBER 02, 2017: RENOVA: NEWS REPORT NO CONFIRMATION
30
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Renova: news report no confirmation
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New
York and Madrid, in compliance with CVM Instruction 358 of January 3, 2002 as amended, hereby
reports
to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (Brasil, Bolsa, Balcão B3) and the
market
as follows:
Today Cemigs affiliated company Renova Energia S.A. (Renova) published the following Material Announcement:
With reference to a news media report published on September 29, 2017 Renova Energia S.A. (RNEW11) (the Company), in compliance
with CVM Instruction 358/2002 as amended, reports that at the time of writing it has not become aware of, nor received, any new proposal from Brookfield Energia Renovável S.A. (Brookfield), and that it has not received any
notification from its controlling stockholders on any alteration to the Companys controlling stockholder block.
Renova reiterates its
commitment to keeping stockholders and the market in general informed in accordance with the applicable legislation.
Belo
Horizonte, October 02 , 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
31
15. MATERIAL ANNOUNCEMENT DATED SEPTEMBER 29, 2017: SMALL ADJUSTMENT TO % SUBSCRIPTION IN CAPITAL
INCREASE
32
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Small adjustment to % subscription in capital increase
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New York
and Madrid, in compliance with CVM Instruction 358 of January 3, 2002 as amended, hereby
reports
to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (Brasil, Bolsa, Balcão B3) and the market
as follows:
On todays date Cemig has
re-presented
the Proposal submitted by the Board of Directors to
the Extraordinary General Meeting of Stockholders to be held on October 26, 2017, due to an adjustment to 15.887624200% in the percentage proportion of shares currently held that shareholders will be able to subscribe in the
capital increase.
To result in the proportion between common and preferred shares remaining the same as before the capital increase, the precise numbers
of the shares in the increase will be:
|
|
|
|
|
up to
|
|
199,910,947
|
|
(one hundred ninety nine million nine hundred ten thousand nine hundred forty seven) new shares,
|
of which up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) will be common shares
|
and up to
|
|
133,061,442
|
|
(one hundred thirty three million sixty one thousand four hundred forty two) will be preferred shares.
|
Cemig will keep its stockholders and the market informed on this Capital Increase.
For further information, please contact Cemig by email on: ri@cemig.com.br
Belo Horizonte, September 29, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
33
16. EXTRAORDINARY GENERAL MEETING TO BE HELD ON 10/26/2017: CONVOCATION AND PROPOSAL
34
PROPOSAL
BY THE BOARD OF DIRECTORS
TO THE
EXTRAORDINARY
GENERAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 26, 2017
AT 11. A.M.
Dear Stockholders:
The Board of Directors of Companhia Energética de Minas Gerais Cemig
has considered the matters and analysis
described below:
Information
|
a)
|
The share capital of Companhia Energética de Minas Gerais (Cemig or the Company) is:
|
|
|
|
|
|
|
|
R$ 6,294,208,270.00
|
|
(six billion two hundred ninety four million, two hundred eight thousand two
hundred seventy Reais),
|
represented by
|
|
420,764,708
|
|
(four hundred twenty million seven hundred sixty four thousand seven hundred eight) nominal common shares
|
each with nominal value of
|
|
R$ 5.00
|
|
(five Reais)
|
and
|
|
838,076,946
|
|
(eight hundred thirty eight million seventy six thousand nine hundred forty six) nominal preferred shares
|
each with nominal value of
|
|
R$ 5.00
|
|
(five Reais).
|
|
b)
|
The right to vote in any decision relating to the Companys share capital is held exclusively by the common shares, each carrying the right to one vote in the decisions of the General Meeting of Stockholders.
|
|
c)
|
The preferred shares have right of preference in the event of reimbursement of shares and the right to a minimum annual dividend of the greater of the following amounts:
|
|
|
|
|
|
|
|
10%
|
|
(ten percent) of their nominal value;
|
or
|
|
3%
|
|
(three percent) of the value of the stockholders equity corresponding to the shares.
|
|
d)
|
The common shares and the preferred shares have equal rights to distribution of bonuses.
|
|
e)
|
The stockholders have the right of preference in subscription of increases of capital and in the issue of the Companys securities, in accordance with the applicable legislation.
|
|
f)
|
The Company has assumed a significant amount of debt to finance the capital expenses necessary for compliance with its long-term growth objectives. On June 30, 2017 its consolidated current liabilities exceeded
consolidated current assets by R$ 3.9 billion. On that date the totals of its loans, financings and debentures were: short-term, R$ 5.19 billion; and long-term, R$ 9.41 billion.
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
35
|
g)
|
In June 2017 Cemig presented to the market a list of assets which were being examined from the point of view of disinvestment, for possible sale over the period 2017-2018, to improve its short-term liquidity situation
and reduce its indebtedness.
|
|
h)
|
It is the function of the General Meeting of Stockholders to decide on any change in the companys share capital, and consequent change to the
by-laws.
|
Analysis
|
a)
|
Due to its high level of debt, Cemig is subject to certain restrictions on its capacity to raise funds, which could be an impediment when entering into new contracts for financing of its operations, or for refinancing
of existing obligations, and this might adversely affect its business, operational results and financial situation.
|
|
b)
|
An increase in share potential could significantly mitigate the present perception of Cemigs credit risk, which mainly results from its high leverage.
|
|
c)
|
This capital increase also has the merit of giving the Company a more robust capital structure, enabling it to reduce the present level of financial expenses and leverage, and enabling new financial transactions.
|
|
d)
|
Existing stockholders will be given first refusal right to subscribe the new shares in proportion to those they currently hold.
|
|
e)
|
The shares subscribed will have full rights to all the benefits, including dividends and/or Interest on Equity, that are declared by the Company.
|
|
f)
|
The issue price has been set in accordance with the criteria established in
Sub-item
III of §1 of Article 170 of Law 6404/1976, as amended, using as parameter the weighted
average market price of the preferred shares on the São Paulo securities exchange (B3 S.A.) in the period of May 4, 2017 to August 31, 2017 (120 days).
|
|
|
|
|
|
This weighted average price was:
|
|
R$ 8.22,
|
|
(eight Reais and twenty two centavos),
|
to which was applied a discount of:
|
|
20%,
|
|
|
resulting in a price per share of
|
|
R$ 6.57
|
|
(six Reais and fifty seven centavos).
|
g) The reason for the discount is the volatility of the Brazilian stock market. The discount aims to stimulate
minority shareholders to take up their rights to the subscription avoiding any possibility that the capital increase might become impracticable in a situation of price depression or high volatility of the stock market during the subscription
preference period.
|
h)
|
From the economic point of view the discount is practically neutral, since if every stockholder subscribes the new issue (or sells the stockholders first refusal right), there will be no impact for the present
stockholders. The practical effect is that the same group of assets will be divided between a larger number of shares, which causes no adverse effect for the Company nor for its stockholders, nor for the market, which adjusts automatically.
|
|
i)
|
With the issue of a capital increase for
|
|
|
|
|
|
up to
|
|
R$ 1,000,000,000.00
|
|
(one billion Reais),
|
the Companys share capital will increase
|
|
|
|
|
from
|
|
R$ 6,294,208,270.00
|
|
(six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais),
|
to up to
|
|
R$7,294,208,270.00
|
|
(seven billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais).
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
36
|
j)
|
Subscription and payment of
|
|
|
|
|
|
up to
|
|
200,000,000
|
|
(two hundred million) new shares,
|
with nominal value of
|
|
R$5.00
|
|
(five Reais) each,
|
of which up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) are common shares,
|
and up to
|
|
133,150,495
|
|
(one hundred thirty three million one hundred fifty thousand four hundred ninety five) are preferred shares,
|
at price per share of
|
|
R$6.57
|
|
(six Reais and fifty seven centavos),
|
will enable the company to obtain total funding of
|
|
|
|
|
up to
|
|
R$ 1,314,000,000.00
|
|
(one billion three hundred fourteen million Reais).
|
Of this amount, the difference,
|
|
|
|
|
of up to
|
|
R$314,000,000.00
|
|
(three hundred fourteen million Reais),
|
will be allocated to the capital reserve account.
|
k)
|
The potential for dilution resulting from the issue, if any stockholder does not subscribe, is
|
for both the common shares and for the preferred shares.
|
l)
|
The present stockholders may exercise their preferential right to subscribe in the period
|
October 30 to November 29, 2017,
|
|
|
|
|
in the proportion of
|
|
15.887624200%
|
|
applied to
|
the number of shares of each type that they hold at the close of market on the day of the Extraordinary General
Meeting of Stockholders that decides on this subject. The shares subscribed must be paid at sight, in cash.
|
m)
|
Stockholders who do not wish to exercise their rights of first refusal for the subscription may assign those rights or trade them on a securities exchange.
|
|
n)
|
Any stockholders who opt to subscribe leftover shares may do so, at the same price and on the same conditions, exclusively on the following dates:
|
|
|
|
1st apportionment:
|
|
in the period December 14, 2017,
|
in proportion to the shares subscribed during the preference period; and
|
|
|
2nd apportionment:
|
|
in the period December 67, 2017,
|
in proportion to the shares subscribed in the preference period plus those subscribed in the first
apportionment period.
|
o)
|
If there are any shares not subscribed after these two rounds of allocation, the Company will sell the entire remaining balance of unsubscribed shares on a securities exchange, as enabled by §7 of Article 171 of
Law 6404/1976.
|
|
p)
|
Within up to 5 (five) business days after the date of the Extraordinary General Meeting of Stockholders to be held for the purpose of confirming and approving the said capital increase, the Company will announce the
date for credit of the shares subscribed.
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
37
and in view of these considerations, the Board of Directors now proposes to
you:
Authorization of an increase in the Companys share capital,
|
|
|
|
|
from
|
|
R$6,294,208,270.00
|
|
(six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais),
|
to up to
|
|
R$7,294,208,270.00
|
|
(six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais),
|
through issuance of up to
|
|
200,000,000
|
|
(two hundred million) new shares,
|
each with nominal value of
|
|
R$ 5.00
|
|
(five Reais),
|
of which up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) will be common shares
|
and up to
|
|
133,150,495
|
|
(one hundred thirty three million one hundred fifty thousand four hundred ninety five) preferred shares,
|
at the price per share of
|
|
R$ 6.57
|
|
(six Reais and fifty seven centavos)
|
which is equal to the weighted average market price of the preferred shares on the São Paulo securities exchange (B3 S.A.)
|
|
from:
|
|
May 4, 2017 to August 31, 2017,
|
adjusted by a discount of
|
|
20%
|
|
(twenty per cent).
|
Holders of shares in the Company at the close of market on the day of the Extraordinary General Meeting of Stockholders that
authorizes the said capital increase will have the right to subscribe the new shares.
The shares subscribed will have full rights to all the benefits,
including dividends and/or Interest on Equity, that are declared by the Company.
To result in the proportion between common and preferred shares remaining
precisely the same as before the capital increase, the precise numbers of the shares in the increase will be
|
|
|
|
|
up to
|
|
199,910,947
|
|
(one hundred ninety nine million nine hundred ten thousand nine hundred forty seven) new shares,
|
in the proportion of up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) will be common shares
|
and up to
|
|
133,061,442
|
|
(one hundred thirty three million sixty one thousand four hundred forty two) will be preferred shares.
|
As can be seen, the objective of this proposal is to meet the legitimate interests of the stockholders and of the Company, and
for this reasons it is the hope of the Board of Directors that it will be approved.
Belo Horizonte, September 29, 2017
|
|
|
José Afonso Bicalho Beltrão da Silva
|
|
José Pais Rangel
|
Marco Antônio de Rezende Teixeira
|
|
Marcelo Gasparino da Silva
|
Bernardo Afonso Salomão de Alvarenga
|
|
Marco Antônio Soares da Cunha Castello Branco
|
Antônio Dirceu Araújo Xavier
|
|
Nelson José Hubner Moreira
|
Arcângelo Eustáquio Torres Queiroz
|
|
Daniel Alves Ferreira
|
Helvécio Miranda Magalhães Junior
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
38
( Appendix 1 )
( CVM Instruction 481 of 2009: )
Article 14.
|
Whenever the General Meeting of Stockholders is called to decide on a capital increase, the company must supply investors with at least the information indicated in Appendix 14 to this Instruction.
|
APPENDIX 14
CAPITAL INCREASE
1.
State the amount of the increase and the new total share capital.
Increase in the share capital of up to
R$ 1,000,000,000.00 (one billion Reais),
|
|
|
|
|
from
|
|
R$ 6,294,208,270.00
|
|
(six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais),
|
to up to
|
|
R$ 7,294,208,270.00
|
|
(seven billion two hundred ninety four million two hundred eight thousand two hundred seventy Reais).
|
2. State whether the increase will be carried out by means of:
(a) conversion of debentures or other debt securities into shares;
(b) exercise of a right of subscription, or of warrants;
(c) capitalization of profits or reserves; or
(d) subscription of new shares.
The capital increase will be carried out through subscription of new shares.
3. Explain in detail the reasons for the increase and their legal and economic consequences.
The reason for the capital increase is managements intention to provide the Company with a more robust capital structure, making
possible:
|
(i)
|
reduction of the financial expenses associated with new financing transactions; and
|
|
(ii)
|
reduction of the Companys indebtedness.
|
We do not see any legal consequences. In terms
of economic consequences, management considers that, since the stockholders have been given priority in the subscription of the new shares in accordance with the proportion of those they currently hold, such stockholders may be favored with the
possibility of a gain of the difference between the market price and the subscription price.
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
39
4. Provide a copy of the opinion of the audit board, if
applicable.
OPINION OF THE AUDIT BOARD
The undersigned members of the Audit Board of Companhia Energética de Minas Gerais Cemig, in performance of their functions under the law and
under the
by-laws,
have examined the Proposal made by the Board of Directors to the Extraordinary General Meeting of Stockholders to be held on October 26, 2017, relating to authorization for increase in
the share capital, in the form complemented in compliance with BM&FBovespa Official Notice
1581/2017-SAE/GAE-1
of September 28, 2017.
The Proposal specifies that
(i) the increase shall be from
R$ 6,294,208,270.00 (six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais) to up to R$ 7,294,208,270.00 (seven billion two hundred ninety four million two hundred eight thousand two hundred
seventy Reais) through issuance of up to 200,000,000 (two hundred million) new shares, each with nominal value of R$ 5.00 (five Reais), of which up to (sixty six million eight hundred forty nine thousand five hundred five) are to be common
shares and up to 133,150,495 (one hundred thirty three million one hundred fifty thousand four hundred ninety five) are to be preferred shares, at a price per share of R$ 6.57 (six Reais and fifty seven centavos); this being calculated as being
the weighted average market price of the preferred shares on the São Paulo securities exchange (B3 S.A.) in the period May 4, 2017 to August 31, 2017, adjusted by a discount of 20%;
(ii) holders of shares in the Company at the close of market on the day of the Extraordinary General Meeting of Stockholders that authorizes the said capital
increase shall have the right to subscribe the new shares, and the shares subscribed will have full rights to all the benefits, including dividends and/or Interest on Equity, that are declared by the Company;
(iii) to ensure that the proportion between common and preferred shares remains the same as before the capital increase, the precise numbers of the shares in
the increase will be:
|
|
|
|
|
up to
|
|
199,910,947
|
|
(one hundred ninety nine million nine hundred ten thousand nine hundred forty seven) new shares,
|
in the proportion of up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) will be common shares
|
and up to
|
|
133,061,442
|
|
(one hundred thirty three million sixty one thousand four hundred forty two) will be preferred shares
|
After carefully analyzing the said proposal and further taking into account that the applicable rules governing the subject
have been complied with, it is the opinion of the members of the Audit Board that the proposal should be approved by the said General Meeting of Stockholders.
Belo Horizonte, September 29, 2017
|
|
|
|
|
Signed:
|
|
Manuel Jeremias Leite Caldas
|
|
Flávia Cristina Mendonça Faria Da Pieve
|
|
|
Marco Antônio Badaró Bianchini
|
|
Marcos Túlio de Melo
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
40
5. In the case of an increase of capital by subscription of
shares:
a. Describe the allocation of the funds.
The proceeds of this capital increase will be allocated to providing the Company with a more robust capital structure, and reducing its
financial debt.
b. State the number of shares issued, of each type and class.
There will be issued up to 200,000,000 new, book-entry shares, each with nominal value of R$ 5.00 (five Reais), of which 66,849,505 are to
be common shares and 133,150,495 to be preferred shares, proportionally to the common and preferred shares in the share capital.
To ensure
that the proportion between common and preferred shares remains the same as before the capital increase, the precise numbers of the shares in the increase will be:
|
|
|
|
|
up to
|
|
199,910,947
|
|
(one hundred ninety nine million nine hundred ten thousand nine hundred forty seven) new shares,
|
in the proportion of up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) will be common shares
|
and up to
|
|
133,061,442
|
|
(one hundred thirty three million sixty one thousand four hundred forty two) will be preferred shares.
|
c. Describe the rights, advantages and restrictions attributed to the shares to be issued.
All the shares resulting from the said subscription will have the same rights enjoyed by the present shares in the Company of the same type and
class, including such dividends and/or Interest on Equity as the Company may declare for the 2017 business year.
d. State
whether the subscription will be public or private.
The capital increase will take place through a private subscription of shares.
e.
|
In the case of a private subscription, state whether related parties, such as those defined by the accounting rules that deal with the subject, will subscribe shares in the capital increase, and specify the
respective amounts, when these amounts are already known.
|
The controlling stockholder intends to exercise its right of
preference for subscription, limited to the amount corresponding to the proportion of its stockholding in the Company.
f.
|
State the issue price of the new shares or the reasons why the setting of that price is to be delegated to the Board of Directors, in the case of a public distribution.
|
The shares issued will be subscribed at the price per share of R$ 6.57 (six Reais and fifty seven centavos).
g.
|
State the nominal value of the shares issued or, in cases of shares without nominal value, the portion of the issue price, that will be allocated to the capital reserve.
|
The nominal value of the shares issued will be R$ 5.00 (five Reais).
The difference between R$ 6.57 (six Reais and fifty seven centavos) and R$ 5.00 (five Reais) will be allocated to the capital reserve
account.
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
41
h.
|
Supply an opinion of the managers on the effects of the capital increase, especially in relation to the dilution caused by the increase.
|
Since this is a private subscription, with a significant discount, management expects a high level of acceptance by current stockholders.
i.
|
State the criterion for calculation of the issue price and justify, in detail, the economic aspects that determined its choice.
|
The issue price (R$ 6.57 per share) was set in accordance with the criteria established in
Sub-item
III of §1 of Article 170 of Law 6404/1976, as amended by Law 9457/97, using as parameter the weighted average market price of the preferred shares on the São Paulo securities exchange
(B3 S.A.) in the period May 4, 2017 to August 31, 2017 (120 days).
As to the establishment of a single issue
price for the common and preferred shares, the Company reports that it complied with the recommendations of CVM Orientation Opinion 05/79, which considers the question at length and concludes that a difference is only admissible when the following
two conditions are both present: difference in market prices, and significant liquidity.
In the period of 120 days adopted for
calculation of the average, on only six of those days did the trading volume in the common shares exceed R$ 3 million, while the average daily trading volume of the preferred shares was higher than R$ 60 million.
Finally, over the whole period of 120 days, the traded volume in the common shares was only 2.16% of the traded volume in transactions in the
preferred shares.
The decision to use the market price of the preferred shares as a criterion for determining the single price of the
issue took into account the high liquidity of that type of the Companys shares: they had significant trading volume and quantity of shares, and were thus the most representative parameter for appropriately determining the price of all the
shares issued by the Company.
j.
|
If the issue price has been set with a premium or discount in relation to the market value, identify the reason for the premium or discount and explain how it was determined.
|
The issue price was set with a discount of 20% on R$ 8.22, the weighted average of market prices of the preferred shares on the B3
exchange, in the period May 4, 2017 to August 31, 2017, which results in a price of R$ 6.57 per share.
The discount was
applied due to the volatility of the Brazilian stock market, and with the aim of stimulating acceptance by minority shareholders of subscription of their rights. To estimate the issue price of the shares, the Company used the weighted average in the
period of 120 days, and applied the discount to avoid the capital increase becoming impracticable in the event of a depression in stock market prices.
It is also necessary to take into account that from the economic point of view the discount is practically neutral, since, if the entire body
of stockholders subscribe the capital increase (or sell their right of preference), no one loses, and no one gains. The practical effect is that the same group of assets will be divided between a larger number of shares, which causes no adverse
effect for the Company nor for its stockholders, nor for the market, which adjusts automatically.
This situation of neutrality occurs, in
practice, whenever there is a high level of acceptance of capital increases by listed companies with a similar discount.
k.
|
Provide copies of all the opinions and studies that supported the setting of the issue price.
|
The
tables below show all the market prices of the common and preferred shares of the Company traded on the B3 exchange.
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
42
|
|
|
Preferred shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
43
|
|
|
Common shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
44
To set the price, the weighted average market price of the preferred
shares, which have greater liquidity with free float of more than 82% and best reflect the market price of the Company, on the 120 days prior to August 31, 2017, was used.
Having in mind the volatility of the Brazilian stock market, with the possibility of fluctuations in the price of the share during the period
of subscription preference, and aiming to stimulate acceptance by the minority stockholders in subscription of their rights, Cemig decided to set the issue price at a discount of 20% on the average market price found over the 120 days prior to
August 31, 2017.
Weighted average trading price of the preferred shares in the 120 days prior to August 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average price CEMIG
PN
|
|
Start date
|
|
End date
|
|
|
Days
|
|
|
Quantity
|
|
|
Volume
|
|
|
Average
|
|
May 4, 2017
|
|
|
August 31, 2017
|
|
|
|
120
|
|
|
|
624,299,100
|
|
|
|
5,129,444,891
|
|
|
|
8.22
|
|
l. State the trading price of each one of the types and classes of shares of the
company in the markets in which they are traded, identifying:
The tables below show, for the periods indicated, the market trading
prices adjusted for events, such as reverse splits, bonuses and subscriptions:
|
i.
|
Minimum, average and maximum price of each year, in the last three years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year
|
|
PN (R$)
|
|
|
Minimum
|
|
|
Average
|
|
|
Maximum
|
|
2015
|
|
|
4.98
|
|
|
|
8.95
|
|
|
|
13.67
|
|
2016
|
|
|
3.80
|
|
|
|
6.85
|
|
|
|
9.15
|
|
2017
|
|
|
7.01
|
|
|
|
8.80
|
|
|
|
11.34
|
|
|
ii.
|
Minimum, average and maximum price of each quarter, in the last two years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
PN (R$)
|
|
|
Minimum
|
|
|
Average
|
|
|
Maximum
|
|
1Q2015
|
|
|
9.38
|
|
|
|
10.14
|
|
|
|
10.96
|
|
2Q2015
|
|
|
9.97
|
|
|
|
12.10
|
|
|
|
13.67
|
|
3Q2015
|
|
|
5.76
|
|
|
|
7.61
|
|
|
|
10.17
|
|
4Q2015
|
|
|
4.98
|
|
|
|
5.97
|
|
|
|
6.88
|
|
1Q2016
|
|
|
3.80
|
|
|
|
5.44
|
|
|
|
7.44
|
|
2Q2015
|
|
|
4.99
|
|
|
|
5.86
|
|
|
|
7.05
|
|
3Q2016
|
|
|
6.80
|
|
|
|
8.29
|
|
|
|
9.15
|
|
4Q2016
|
|
|
6.69
|
|
|
|
7.73
|
|
|
|
9.10
|
|
1Q2017
|
|
|
7.25
|
|
|
|
9.40
|
|
|
|
11.34
|
|
2Q2015
|
|
|
7.01
|
|
|
|
8.35
|
|
|
|
9.98
|
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
45
|
iii.
|
Minimum, average and maximum price of each month, in the last six months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Month
|
|
PN (R$)
|
|
|
Minimum
|
|
|
Average
|
|
|
Maximum
|
|
Aug. 2017
|
|
|
7.93
|
|
|
|
8.48
|
|
|
|
9.06
|
|
Jul. 2017
|
|
|
8.15
|
|
|
|
8.66
|
|
|
|
9.07
|
|
Jun. 2017
|
|
|
7.43
|
|
|
|
7.72
|
|
|
|
8.27
|
|
May. 2017
|
|
|
7.01
|
|
|
|
8.23
|
|
|
|
9.39
|
|
Apr. 2017
|
|
|
8.35
|
|
|
|
9.21
|
|
|
|
9.98
|
|
Mar. 2017
|
|
|
9.57
|
|
|
|
10.50
|
|
|
|
11.34
|
|
Feb. 2017
|
|
|
8.59
|
|
|
|
9.50
|
|
|
|
10.95
|
|
Jan. 2017
|
|
|
7.25
|
|
|
|
8.13
|
|
|
|
8.90
|
|
|
iv.
|
Average market price in the last 90 days
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average price CEMIG
PN
|
|
Date of start
|
|
End date
|
|
|
Days
|
|
|
Quantity
|
|
|
Volume
|
|
|
Average
|
|
03/06/2017
|
|
|
31/08/2017
|
|
|
|
90
|
|
|
|
445,558,800
|
|
|
|
3,688,330,090
|
|
|
|
8.28
|
|
m. State the issue prices of shares in capital increases carried out in the last three years.
Not applicable.
n.
State the potential percentage dilution resulting from the issue.
The potential percentage dilation resulting
from the issue is 13.704239283%, for both the common shares, and the preferred shares.
o. State the periods, conditions and
form of subscription and payment of the shares issued.
Stockholders may exercise their preferential right to subscription in the
period from October 30, 2017 through November 29, 2017, in the proportion of 15.887624200% of the number of shares of each type that they hold at the close of market on the day of the EGM that authorizes the capital increase.
The shares subscribed must be paid up at sight, in cash.
Stockholders whose shares have book-entry registration with Itaú and whose registration details with the bank are up to date, will
receive
pre-printed
forms using which they may subscribe the issue, and also opt to subscribe leftover shares. They may sign and present these forms at any branch of Itaú, with corresponding payment or
authorization for debit in current account.
Stockholders who do not receive the printed material from Itaú and wish to exercise
their right to subscribe the issue should visit any branch of Itaú.
For further explanations in relation to subscription of the
shares at Itaú, stockholders may contact the INVESTFONE investment center, by phone, on business days from 9 a.m. to 6 p.m.:
|
|
|
|
|
|
|
From State capital cities:
|
|
3003-9285 ;
|
|
from other regions:
|
|
0800-720-9285
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
46
Holders of shares deposited in the Assets Deposit Center of the B3
Exchange should exercise their rights through their custody agents, in accordance with the rules and deadlines specified by the Assets Deposit Center of the B3.
Within up to five business days after the date of the Extraordinary General Meeting of Stockholders to be held for the purpose of confirming
and approving the said capital increase, the Company will announce the date for credit of the shares subscribed.
p.
|
State whether stockholders will have the right of preference to subscribe the new shares issued, and detail the terms and conditions to which this right is subject.
|
Stockholders may exercise their preferential right to subscription in the period from October 30, 2017 through November 29, 2017, in
the proportion of 15.887624200% of the number of shares that they hold at the close of market on the day of the EGM that authorizes the capital increase.
Stockholders who do not wish to exercise their rights of first refusal for the subscription may assign those rights or trade them on a
securities exchange.
q.
|
State managements proposal for treatment of any leftover shares.
|
Any stockholders
who opt to subscribe leftover shares may do so, at the same price and on the same conditions, exclusively on the following dates:
|
|
|
|
|
1st apportionment:
|
|
December
1-4,
2017,
|
|
in proportion to the shares subscribed during the preference period;
|
2nd apportionment:
|
|
December
6-7,
2017,
|
|
in proportion to the shares subscribed in the preference period plus those subscribed in the first apportionment period.
|
Stockholders whose shares have book-entry registry with Itaú may go to any branch of Itaú.
Holders of shares registered with the Assets Deposit Center of the B3 Exchange may subscribe them through their custody agents (brokers).
If there are any shares not subscribed after these two rounds of allocation, the Company will sell the entire remaining balance of unsubscribed
shares on a securities exchange, as enabled by §7 of Article 171 of Law 6404/1976.
r.
|
Describe in detail the procedures that will be adopted if provision has been made for ratification of a partial increase in capital.
|
No provision has been made for a partial ratification of the capital increase.
s.
|
If the issue price of the shares is to be paid in whole or in part in assets.
|
Not
applicable.
|
i.
|
Present a complete description of the assets.
|
|
ii.
|
Clarify the relationship between the assets incorporated into the Companys equity and the Companys Objects.
|
|
iii.
|
Provide a copy of the Valuation Opinion that has provided a valuation of the assets, if available.
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
47
6. In the event of a capital increase through capitalization
of profits or reserves:
Not applicable.
(a. State whether there will be a resulting alteration in the nominal value of the shares, if one exists, or
distribution of new shares between among the stockholders.
b. For companies with shares not having nominal value,
state whether the capitalization of profits or reserves will be carried out with or without change in the number of shares.
c.
In the case of distribution of new shares:
|
i.
|
State the number of shares issued, of each type and class.
|
|
ii.
|
State the percentage that the stockholders will receive in shares.
|
|
iii.
|
Describe the rights, advantages and restrictions attributed to the shares to be issued.
|
|
iv.
|
State the cost of acquisition, in Reais per share, to be attributed to enable the stockholders to comply with Article 10 of Law 9429 of December 26, 1995.
|
|
v.
|
State the treatment of fractions, if any.
|
d. State the period
specified in §3 of Article 169 of Law 6404 of 1976.
e. State and supply the information and documents
specified in item 5 above, when applicable. )
7.
|
For an increase of capital by conversion of debentures or other debt securities into shares or by exercise of warrants:
|
Not applicable
8.
|
Items 1 to 7 of this Appendix do not apply to capital increases arising from a stock options plan, in which case the issuer should provide the following information:
|
Not applicable.
(
a. Date of the General Meeting of Stockholders at which the options plan was approved.
b. Amount of the capital increase and the new total share capital.
c. Number of shares issued, of each type and class.
d. Issue price of the new shares.
e. Market price of each one of the types and classes of shares of the company in the markets in which they are traded,
identifying:
|
i.
|
Minimum, average and maximum price of each year, in the last three years.
|
|
ii.
|
Minimum, average and maximum price of each quarter, in the last two years.
|
|
iii.
|
Minimum, average and maximum price of each month, in the last six months.
|
|
iv.
|
Average market price in the last 90 days.
|
f. Potential percentage
dilution resulting from the issue. )
( E
ND
OF
EXCERPT
)
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
48
17. NOTICE TO STOCKHOLDERS DATED SEPTEMBER 29, 2017: BOARD PROPOSES R$ 1BN CAPITAL INCREASE
49
COMPANHIA ENERGÉTICA DE MINAS GERAISCEMIG
CEMIG
CNPJ
17.155.730/0001
NOTICE TO STOCKHOLDERS
Board proposes R$ 1bn capital increase
Cemig
(
Companhia Energética De Minas Gerais
)
(
Cemig
or
the Company
) hereby
informs
its stockholders and the market
as follows:
On September 25, 2017 Cemigs Board of Directors decided to submit to an Extraordinary
General Meeting of Stockholders, to be held on October 26, 2017, a proposal to authorize an increase in the Companys share capital by private subscription, with the following conditions and characteristics:
1.
|
INCREASE IN THE COMPANYS SHARE CAPITAL:
|
The proposed increase in the share capital is:
|
|
|
|
|
of up to
|
|
R$ 1,000,000,000.00
|
|
(one billion Reais)
|
through issuance of up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) new nominal common shares
|
and up to
|
|
133,150,495
|
|
(one hundred thirty three million one hundred fifty thousand four hundred ninety five) new nominal preferred shares
|
each with nominal value of
|
|
R$ 5.00
|
|
(five Reais),
|
for issue price per share of
|
|
R$ 6.57
|
|
(six Reais and fifty seven centavos),
|
for both common and preferred shares
|
|
the Capital Increase.
|
To result in the proportion between common and preferred shares remaining precisely the same as before the capital increase,
the precise numbers of the shares in the increase will be
|
|
|
|
|
up to
|
|
199,910,947
|
|
(one hundred ninety nine million nine hundred ten thousand nine hundred forty seven) new shares,
|
in the proportion of up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) will be common shares
|
and up to
|
|
133,061,442
|
|
(one hundred thirty three million sixty one thousand four hundred forty two) will be preferred shares.
|
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
50
2.
|
QUANTITIES, TYPES AND CHARACTERISTICS OF THE SHARES ISSUED:
|
|
|
|
|
|
The issue will be of up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) new common shares
|
and up to
|
|
133,150,495
|
|
(one hundred thirty three million one hundred fifty thousand four hundred ninety five) new preferred shares
|
each with nominal value of
|
|
R$ 5.00
|
|
(five Reais),
|
for issue price per share of
|
|
R$ 6.57
|
|
(six Reais and fifty seven centavos),
|
for both common and preferred shares.
|
|
|
|
|
To result in the proportion between common and preferred shares remaining precisely the same as before the capital increase,
the precise numbers of the shares in the increase will be
|
|
|
|
|
up to
|
|
199,910,947
|
|
(one hundred ninety nine million nine hundred ten thousand nine hundred forty seven) new shares,
|
in the proportion of up to
|
|
66,849,505
|
|
(sixty six million eight hundred forty nine thousand five hundred five) will be common shares
|
and up to
|
|
133,061,442
|
|
(one hundred thirty three million sixty one thousand four hundred forty two) will be preferred shares.
|
All the shares resulting from the said subscription will have the same rights enjoyed by the present shares in the Company of
the same class, including such dividends and/or Interest on Equity as the Company may declare.
3.
|
ISSUE PRICE PER SHARE:
|
The issue price (R$ 6.57 per share) was set in accordance with the criteria
established in
Sub-item
III of §1 of Article 170 of Law 6404/76, as amended by Law 9457/97, using as parameter the weighted average market price of the preferred shares in Brazil, on the São Paulo
securities exchange (B3) over the period May 4, 2017 to August 31, 2017 (120 days).
As to the establishment of a single issue price
for the common and preferred shares, the Company reports that it complied with the recommendations of CVM Orientation Opinion 05/79, which considers the question at length and concludes that a difference is only admissible when the following two
conditions are both present: difference in market prices, and significant liquidity.
4.
|
REASONS FOR THE CAPITAL INCREASE:
|
Management believes that the Capital Increase will provide the
Company with an increasingly robust capital structure and cash position, helping to reduce its financial leverage.
5.
|
RIGHT OF FIRST REFUSAL:
|
The Capital Increase will take place through private subscription, with present
shareholders having preference to participate in proportion to their current equity holdings, in the proportion of 15.887624200% of the number of shares of each type that they hold at the close of market on the day of the EGM (i.e. on
October 26, 2017).
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
51
6.
|
TRADING
EX-
THE RIGHT OF SUBSCRIPTION:
|
Shares in the Company
acquired as from October 27, 2017, inclusive, will not have the right of preference in subscription to the Capital Increase, and as from that date shares in Company will be traded
ex-
this
right.
7.
|
PAYMENT FOR SUBSCRIPTION OF SHARES:
|
Payment for subscription of the Shares subscribed in the Capital
Increase will obey the rules and procedures of the bookkeeping bank, Itaú Unibanco S.A. (Itaú), and of the Assets Deposit Center of the São Paulo securities exchange (Brasil, Bolsa, Balcão
B3).
8.
|
THE SUBSCRIPTION PREFERENCE PERIOD:
|
The proposed right of preference and subscription is to be
exercised over the period October 30, 2017 through November 29, 2017 (the Subscription Preference Period), in the proportion of 15.887624200% of the number of shares, of each type, held by the subscribing stockholder at the
close of market on the day of the EGM that decides on this subject, that is to say October 26, 2017. The shares subscribed must be paid up at sight, in cash.
9.
|
PROCEDURE FOR SUBSCRIPTION OF SHARES:
|
Holders of common and preferred shares registered with
Itaú, whose registration details with the bank are up to date, will receive
pre-printed
forms using which they may subscribe the issue, and also opt to subscribe leftover shares. They may sign and
present these forms at any branch of Itaú, with corresponding payment or authorization for debit in current account. Stockholders who do not receive the printed material from Itaú and wish to exercise their right to subscribe the issue
should visit any branch of Itaú.
Holders of shares deposited with the B3 exchange should exercise their rights through
their custody agents (brokers), in accordance with the rules and deadlines specified by B3.
Within up to five business days after the date of the
Extraordinary General Meeting of Stockholders to be held for the purpose of confirming and approving the said capital increase, the Company will announce the date for credit of the shares subscribed.
For further explanations in relation to subscription of the shares through Itaú, stockholders may contact the INVESTFONE investment center by phone,
between 9 a.m. and 6 p.m. on business days:
|
|
|
|
|
|
|
From State Capital cities:
|
|
3003-9285;
|
|
from other regions:
|
|
0800-720-9285.
|
Holders of shares deposited in the Assets Deposit Center of B3 must exercise their rights through their custody agents
(brokers), and in accordance with the rules specified by the Assets Deposit Center, complying with the periods and conditions stated in this Notice to Stockholders.
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
52
10.
|
ASSIGNMENT OF THE FIRST REFUSAL RIGHT:
|
Holders of shares in the company who wish to trade their rights
of preference for the subscription may do so, within the Subscription Preference Period, subject to the rules, deadlines and practices of B3, and are reminded to act with the necessary prior timing for the subscription rights to be exercised within
the said period.
Holders of shares issued by the Company and deposited at Itaú who wish to trade their first refusal rights may do so at one of
the specialized branches of Itaú.
Holders whose shares are in custody at the Assets Deposit Center should contact their custody agents (brokers).
11.
|
PROCEDURE FOR SUBSCRIPTION OF LEFTOVER SHARES:
|
Any stockholders who opt to subscribe leftover shares
may do so, at the same price and on the same conditions, exclusively on the following dates:
|
|
|
|
|
1st apportionment:
|
|
December
1-4,
2017,
|
|
in proportion to the shares subscribed during the preference period;
|
2nd apportionment:
|
|
December
6-7,
2017,
|
|
in proportion to the shares subscribed in the preference period plus those subscribed in the first apportionment period.
|
Stockholders whose shares are registered with Itaú may use any branch of Itaú, and Stockholders whose shares are
registered at the Assets Deposit Center of B3 should subscribe them through their custody agents (brokers).
If there are any shares not subscribed after
these two rounds of allocation, the Company will sell the entire remaining balance of unsubscribed shares on a securities exchange, as optionally permitted by §7º of Article 171 of Law 6404/1976.
The potential percentage dilation resulting from the issue is 13.704239283%, for both the
common shares, and the preferred shares.
13.
|
ADDITIONAL INFORMATION:
|
More detailed information on the capital increase may be obtained
on the Companys Investor Relations website (
http://ri.cemig.com.br
),
by phone on
(++55-31)
3506-5024, or
by
e-mail
on
ri@cemig.com.br
.
Belo Horizonte, September 29, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
53
18. EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS CONVOCATION DATED SEPTEMBER 25, 2017
54
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
CNPJ
17.155.730/0001-64
NIRE 31300040127
EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS
CONVOCATION
Stockholders are hereby
called to an Extraordinary General Meeting of Stockholders to be held on October 26, 2017 at 11 a.m., at the companys head office, Av. Barbacena 1200, 21
st
floor, Belo Horizonte, Minas
Gerais, Brazil to decide on the following matters:
|
|
|
Authorization of increase in the share capital of the Company by up to one billion Reais, through issue of up to two hundred million new shares.
|
Proxy votes
Any stockholder who wishes to be
represented by proxy at the said General Meeting of Stockholders should obey the precepts of Article 126 of Law 6406 of 1976, and of Paragraph 1 of Clause 9 of the Companys
by-laws,
by exhibiting at the
time, or depositing, preferably by October 24, 2017, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemigs Corporate Executive Office
(
Superintendência da Secretaria Geral
) at Av. Barbacena 1200 19th Floor, B1 Wing, Belo Horizonte, Minas Gerais.
Belo
Horizonte, September 25, 2017.
José Afonso Bicalho Beltrão da Silva
Chair, Board of Directors
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
55
19. MATERIAL ANNOUNCEMENT DATED OCTOBER 2, 2017: LIGHT GROUP DATA ROOM: CEMIG EXTENDS ACCESS PERIOD
56
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MATERIAL ANNOUNCEMENT
Light Group data room: Cemig extends access period
Complementing information in the Material Announcement published on August 28, 2017, and in accordance with §7 of Article 171 of Law 6404/1976, and
CVM Instruction 358/2002,
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby
informs the public as follows:
The Data Room providing investors with information on the
Light
Group will now remain available until the close of October 30, 2017.
This Material Announcement is part of the Companys commitment to keep the market updated on the progress of its Disinvestment Program, as announced
in its Material Announcement of June 1 of this year, updated on July 7.
Belo Horizonte, October 2, 2017
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
57
20. MARKET ANNOUNCEMENT DATED OCTOBER 4, 2017: AGC REDUCES HOLDING IN CEMIG ON TO 16.29%
58
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ
17.155.730/0001-64
NIRE 31300040127
MARKET ANNOUNCEMENT
AGC reduces holding in Cemig ON to 16.29%
Cemig
(
Companhia Energética de Minas Gerais
), a listed company with securities traded on the stock exchanges of São Paulo, New
York and Madrid, in compliance with Item 12 of CVM Instruction 358/2002 as amended,
hereby reports
to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (
Brasil, Bolsa, Balcão B3
) and the
market
as follows:
Cemig has received correspondence from AGC ENERGIA S.A. with the following content:
In accordance with the terms of Article 12 of CVM Instruction 358 of January 3, 2002 as amended, AGC ENERGIA S.A., a
corporation constituted under the laws of Brazil, with head office at Av. do Contorno 8123, Cidade Jardim, Belo Horizonte, Minas Gerais, registered in the CNPJ/MF under
No. 11.221.326/0001-65,
herein
represented in accordance with its articles of association (AGC Energia), hereby reports that it has reduced its equity interest in the common shares of Companhia Energética de Minas Gerais CEMIG (Cemig)
from 84,357,856 common shares, equivalent to 20.05% of the voting stock in Cemig
to 68,545,756 common shares, equivalent to 16.29% of the voting stock in Cemig,
through sale on a securities exchange of 15,812,100 common shares in Cemig.
The equity interest in Cemig now held by AGC Energia in Cemig is a minority investment which does not involve any change in the composition of the
stockholding control of Cemig nor any change in Cemigs administrative structure.
Please do not hesitate to contact us if you need any
further information.
Belo Horizonte, October 4, 2017.
Adézio de Almeida Lima
Chief Finance and Investor Relations Officer
|
|
|
|
|
|
|
|
|
|
|
Av. Barbacena 1200
|
|
Santo Agostinho
|
|
30190-131 Belo Horizonte, MG
|
|
Brazil
|
|
Tel.: +55 31
3506-5024
|
|
Fax +55 31 3506-5025
|
This text is a translation, provided for information only. The original text in Portuguese is the
legally valid version.
|
59