Anda di halaman 1dari 2

KLABIN S.A. CNPJ/MF: no. 89.637.

490/0001-45 NIRE: 35300188349 Publicly-Held Company NOTICE OF MATERIAL FACT

Klabin S.A. (Company), pursuant to Article 157, paragraph 4, of Law No. 6404 of December 15, 1976, and to CVM Instruction No. 358, of January 3, 2002, in furtherance to the Notice of Material Fact and to the Notice to the Market disclosed by the Company respectively on October 21st, 2013 and on March 18th, 2014, hereby informs its shareholders and the market in general that all of the conditions precedent for the effectiveness of the financing approved by Banco Nacional de Desenvolvimento Social BNDES, in the amount of R$ 3,370,768,000.00 (three billion, three hundred and seventy million, seven hundred and sixty-eight thousand reais), have been fulfilled, among which is the undertaking of an issuance of debentures in the additional amount of approximately R$ 800 million, thus totaling the entirety of the funds made available by BNDES for Project Puma, which consists of the construction of a cellulose factory in the city of Ortigueira Paran. Said funds, when added to the R$ 1.7 billion raised by means of the 6th Issuance of Debentures Mandatorily Convertible into Shares concluded in January 2014, amount to approximately R$ 5.8 billion for Project Puma, the conclusion of which is estimated to occur in March 2016, with the beginning of the factorys operation. The aforementioned issuance of debentures, under the terms agreed with BNDES Participaes S.A. BNDESPAR, was approved by the Companys Board of Directors meeting held on the date hereof, as per the following terms and conditions (Debentures and Issuance):
Quantity and Amount: 55,555,000 (fifty five million, five hundred and fifty five thousand) Debentures, with personal guarantee, combined with share warrants, with an unit par value of R$14.40 (fourteen reais and forty cents), in an amount of R$799,992,000.00 (seven hundred and ninety nine million, nine hundred and ninety two thousand reais), in two series of 27,777,500 (twenty seven million, seven hundred and seventy seven thousand and five hundred) Debentures each, provided that for every single Debenture of the 1st Series which is subscribed, the subscriber shall also mandatorily subscribe one (1) Debenture of the 2nd Series, and vice-versa, simultaneously. 1st Series: The Debentures of the 1st Series have their maturity date on June 15, 2020, yielding

IPCA plus 7.25% per year, paid biannually as from the second anniversary of the Issuance, without amortization of principal, and have the nature of a convertible debt, in light of the fact that they may be utilized at any time up to their maturity, at the debentureholders criteria, to subscribe and pay-in shares to be issued by the Company in the form of Units (comprised by 1 common share and 4 preferred shares), pursuant to the ratio of one (1) Unit for each Debenture, by means of the exercise of the Share Warrants which shall be attributed as an additional benefit to the subscribers of the Debentures. 2nd Series: The Debentures of the 2nd Series have their maturity date on June 15, 2022, yielding IPCA plus 2.50% per year, paid biannually as from the second anniversary of the Issuance jointly with the amortization of principal, and do not have the nature of convertible debt, given that they are dissociated from the Share Warrants. Preemptive Rights: By virtue of the attribution of the Share Warrants, and given that the Issuance is meant for private placement, the Companys shareholders shall be entitled, for a 30-day period, to the preemptive right to the subscription of the Debentures, proportionally to the number of common and/or preferred shares issued by the Company which they hold (directly or through Units) on April 24th, 2014.

In connection with the Issuance and seeking to ensure the raising of the funds contemplated by the Company for Project Puma, BNDES Participaes S.A. BNDESPAR undertook the commitment to subscribe up to the totality of the issued Debentures, to the extent that the Companys shareholders do not exercise their respective preemptive rights. The Companys controlling shareholders, Klabin Irmos & Cia and Niblak Participaes S.A., shall assign the entirety of their respective preemptive rights under the Issuance to BNDESPAR. On the date hereof a Notice to Shareholders has been disclosed with further information pertaining to the Issuance, including for purposes of the exercise of preemptive rights. Said Notice, along with the full Deed of Issuance of the Debentures and the minutes of the meeting of the Board of Directors which approved it, have been disclosed by means of CVMs IPE system and are available at the Companys website (www.klabin.com.br/ir).

So Paulo, April 22, 2014. Klabin S.A. Antonio Sergio Alfano Investor Relations Officer

Anda mungkin juga menyukai