Units Automatic Migration
Banco BTG Pactual S.A. ("Banco") and BTG Pactual Participations, Ltd. ("BTGP" and, together with Banco, the "Companies"), in accordance with CVM Instruction 358/02, and further to the Material Fact press release issued by the Companies on February 14, 2017, hereby inform their shareholders and the market in general, as follows:
Considering that BTGP received a demand from B3 S.A. - Brasil, Bolsa, Balcão ("B3"), as described in the Notice to the Marked published on April 25, 2017, by virtue of the trading price of BTGP‘s BBTG12 units having remained below R$1.00 for 30 consecutive trading sessions, the Companies have analyzed potential structures to fulfil the applicable regulation and the B3‘s determination, in accordance with item 5.2.f of the B3‘s Issuer Listing and Admission of Securities to Trading Rules and the Issuer Manual, in such a way as to maintain the trading price of the BBTG12 units above the R$1.00 threshold.
After reviewing the potential relevant impacts on the liquidity of the assets involved and operational difficulties related to the other alternatives that were analyzed, each of the Boards of Directors of the Companies approved, in meetings held on August 4, 2017 - in accordance with the rules set forth in the respective bylaws and in accordance with the service agreement of the issuer and depositary of units entered into with Banco Bradesco S.A. (the "Depositary"), which is responsible for all of the Companies‘ units programs in Brazil - the automatic migration of all currently remaining BBTG11 unit holders to the segregated trading structure of each of the Companies, i.e., BPAC11 for Banco investors and BBTG12 for BTGP investors ("Automatic Migration"). The Boards of Directors of the Companies understand that Automatic Migration is necessary to enable BTGP to carry out the Reverse Stock Split (as defined below) in order to arithmetically adjust the BBTG12 units‘ price level to the threshold required by applicable B3 regulations, as detailed below.
As described in the "Estimated Schedule" below, each holder of a BBTG11 unit as of the end of the trading session on August 18, 2017 will, starting from the beginning of the trading session on August 21, 2017, automatically hold one BPAC11 unit and one BBTG12 unit for each BBTG11 unit previously held by such holder, without any other significant change to such holders.
The Companies understand that Automatic Migration also represents the best alternative for its shareholders, considering (i) the approval of the possibility of the new units structure allowing for migration in the extraordinary general meetings of the Companies held in February 2017, including by a majority of the minority shareholders present and voting, and (ii) the percentage of approximately 60% of BBTG11 units existing immediately prior to the commencement of the migration having already voluntarily migrated or having been requested to have been migrated (in process) to BPAC11 units and BBTG12 units to date, indicating that the migration process has demonstrated success as well as an increasing rate of participation as a result of the upcoming deadline of no later than August 11, 2017 to adhere to the voluntary migration at reduced costs.
Automatic Migration will necessarily cause the liquidity of the assets of the Companies to be concentrated in BPAC11 units and BBTG12 units, and will continue to allow investors that so desire to invest in both Companies simultaneously as they had originally done through the BBTG11 units, as they will still be able to hold positions in both BPAC11 and BBTG12 units.
São Paulo, August 4 2017.
BANCO BTG PACTUAL S.A.
João Marcello Dantas Leite
Investor Relations Officer
BTG PACTUAL PARTICIPATIONS, LTD.
Renata Gomes Santiago Broenn
Investor Relations Officer
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Investor Relations Department
Phone: +55 (11) 3383-2000
Fax: +55 (11) 3383-2001