UNISA - União de Transmissoras de Energia Elétrica SA

UNISA - União de Transmissoras
de Energia Elétrica S.A.
Business Appraisal of Equity at Net Book Value
as at November 30, 2012
Deloitte Touche Tohmatsu Auditores Independentes
Deloitte Touche Tohmatsu
Av. Presidente Wilson, 231 – 22º
Rio de Janeiro – RJ – 20030-905
Brasil
Tel: + 55 (21) 3981-0500
Fax:+ 55 (21) 3981-0600
www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese)
BUSINESS APPRAISAL OF EQUITY AT NET BOOK VALUE
To the Shareholders and Management of
UNISA - União de Transmissoras de Energia Elétrica S.A.
Rio de Janeiro - RJ
Audit firm data
1.
Deloitte Touche Tohmatsu Auditores Independentes, a company established in the city of
Rio de Janeiro, at Avenida Presidente Wilson 231 - 22º e 25º andares, enrolled with the
Ministry of Finance under the National Register of Legal Entities (CNPJ) under no.
49.928.567/0002-00, registered with the Rio de Janeiro State Regional Accounting Council
under no. 2SP 011.609/O-8 “F” RJ, herein represented by its undersigned partner Mr. José
Carlos Monteiro, accountant, bearer of ID card (RG) no. 5.543.493-9 SSP-SP, enrolled with
the National Register of Individuals (CPF) under no. 443.201.918-20, and registered with
the Rio de Janeiro State Regional Accounting Council under no. 1SP 100.597/O-2 ”S” RJ,
resident and domiciled in the city of Rio de Janeiro, with registered office at the same
address, appointed by the management of UNISA - União de Transmissoras de Energia
Elétrica S.A. (the “Company”) to conduct the evaluation of its accounting equity as at
November 30, 2012, in accordance with accounting practices adopted in Brazil, submits
below the results of its work.
Appraisal purpose
2.
The appraisal of the Company’s equity at net book value as at November 30, 2012 is
intended to support part of the documentation included and required for the upstream merger
of the Company with and into parent Transmissora Aliança de Energia Elétrica S.A.
(“Taesa”), in accordance with Article 227, of Law 6404/76, as subsequently amended.
Management’s responsibility for the accounting information
3.
Management is responsible for the recordkeeping of books and the preparation of
accounting information in accordance with accounting practices adopted in Brazil, and for
such internal control as Management determines is necessary to enable the preparation of
such accounting information that are free from material misstatement, whether due to fraud
or error.
Work scope and independent auditor’s responsibility
4.
Our responsibility is to express a conclusion on the carrying amount of the Company’s
equity as at November 30, 2012, based on the work performed in accordance with Auditing
Standard and Procedures (NPA) 14, issued by the Brazilian Institute of Independent
Auditors (IBRACON), which provides for the performance of audit procedures to balance
sheets.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member
firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal
structure of Deloitte Touche Tohmatsu Limited and its member firms.
© Deloitte Touche Tohmatsu. All rights reserved.
Deloitte Touche Tohmatsu
We have, therefore, performed said examination of the Company’s balance sheet in
accordance with brazilian and international standards on auditing, which require that the
auditor complies with all applicable ethical requirements and that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the carrying amount of the Company’s equity used in the preparation of Business Appraisal
are free from material misstatement.
5.
An audit involves performing selected procedures to obtain audit evidence about the
recorded amounts. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the equity, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation of the balance sheet in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates
made by Management. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our conclusion.
Conclusion
6.
Based on the work performed, we conclude that the amount R$1,669,802,298.18 (one billion,
six hundred sixty nine million, eight hundred and two thousand, two hundred and ninetyeight reais and eighteen cents), as disclosed in the Company’s balance sheet as at November
30, 2012, recorded in the Company’s accounting books, and summarized in the Appendix
hereto, present fairly, in all material respects, the equity of UNISA - União de
Transmissoras de Energia Elétrica S.A., appraised in accordance with accounting practices
adopted in Brazil.
Other matters
7.
In compliance with Brazilian Securities and Exchange Commission (CVM) requirements,
we hereby inform you that:
(a) In accordance with the professional standards set out by the Federal Accounting
Council, we are not aware of any direct or indirect conflict of interests, or any other
circumstance that presents a conflict of interests with respect to the services provided by
us, as described above; and
(b) We are not aware of any action taken by the Company's controlling shareholder or
management intended to steer, limit, impede, or otherwise compromise our access to
and use or knowledge of information, assets, documents, or work methodologies
material for the quality of the related conclusions.
8.
The Business Appraisal of Equity at Net Book Value has been translated into English for the
convenience of readers outside Brazil.
Rio de Janeiro, December 13, 2012
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
@ 2012 Deloitte Touche Tohmatsu. All rights reserved.
José Carlos Monteiro
Engagement Partner
2
APPENDIX
UNISA - UNIÃO DE TRANSMISSORAS DE ENERGIA ELÉTRICA S.A.
BALANCE SHEET
Based on the criteria described above, we present below the Company’s balance sheet as at
November 30, 2012 (amounts in Brazilian reais - R$):
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Recoverable taxes
Other receivables
NONCURRENT ASSETS
Investments
Property, plant and equipment
Intangible assets
Other receivables
TOTAL ASSETS
11.30.2012
13,732,317.58
62,224.60
1,060,925.85
14,855,468.03
1,656,993,565.12
33,565.94
159,242.08
219,917.43
1,657,406,290.57
1,672,261,758.60
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade payables
Taxes payable
Dividends payable
Other payables
NONCURRENT LIABILITIES
Other payables
EQUITY
Paid-in capital
Profits reserve
Anticipated Dividends
Profit for the period
TOTAL LIABILITIES AND EQUITY
415,454.09
86,009.66
672,106.43
601,625.64
1.775.195,82
684,264.60
684,264.60
1,585,626,761.14
4,315,631.17
(87,221,992.21)
167,081,898.08
1.669.802.298,18
1.672,261,758.60
3
NTE - Nordeste Transmissora
de Energia S.A.
Business Appraisal of Equity at Net Book Value
as at November 30, 2012
Deloitte Touche Tohmatsu Auditores Independentes
Deloitte Touche Tohmatsu
Av. Presidente Wilson, 231 – 22º
Rio de Janeiro – RJ – 20030-905
Brasil
Tel: + 55 (21) 3981-0500
Fax:+ 55 (21) 3981-0600
www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese)
BUSINESS APPRAISAL OF EQUITY AT NET BOOK VALUE
To the Shareholders and Management of
NTE - Nordeste Transmissora de Energia S.A.
Rio de Janeiro - RJ
Audit firm data
1.
Deloitte Touche Tohmatsu Auditores Independentes, a company established in the city of
Rio de Janeiro, at Avenida Presidente Wilson 231 - 22º e 25º andares, enrolled with the
Ministry of Finance under the National Register of Legal Entities (CNPJ) under no.
49.928.567/0002-00, registered with the Rio de Janeiro State Regional Accounting Council
under no. 2SP 011.609/O-8 “F” RJ, herein represented by its undersigned partner Mr. José
Carlos Monteiro, accountant, bearer of ID card (RG) no. 5.543.493-9 SSP-SP, enrolled with
the National Register of Individuals (CPF) under no. 443.201.918-20, and registered with
the Rio de Janeiro State Regional Accounting Council under no. 1SP 100.597/O-2 ”S” RJ,
resident and domiciled in the city of Rio de Janeiro, with registered office at the same
address, appointed by the management of NTE - Nordeste Transmissora de Energia S.A.
(the “Company”) to conduct the evaluation of its accounting equity as at November 30, 2012,
in accordance with accounting practices adopted in Brazil, submits below the results of its
work.
Appraisal purpose
2.
The appraisal of the Company’s equity at net book value as at November 30, 2012 is
intended to support part of the documentation included and required for the upstream merger
of the Company with and into parent Transmissora Aliança de Energia Elétrica S.A.
(“Taesa”), in accordance with Article 227, of Law 6404/76, as subsequently amended.
Management’s responsibility for the accounting information
3.
Management is responsible for the recordkeeping of books and the preparation of
accounting information in accordance with accounting practices adopted in Brazil, and for
such internal control as Management determines is necessary to enable the preparation of
such accounting information that are free from material misstatement, whether due to fraud
or error.
Work scope and independent auditor’s responsibility
4.
Our responsibility is to express a conclusion on the carrying amount of the Company’s
equity as at November 30, 2012, based on the work performed in accordance with Auditing
Standard and Procedures (NPA) 14, issued by the Brazilian Institute of Independent
Auditors (IBRACON), which provides for the performance of audit procedures to balance
sheets.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member
firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal
structure of Deloitte Touche Tohmatsu Limited and its member firms.
© Deloitte Touche Tohmatsu. All rights reserved.
Deloitte Touche Tohmatsu
We have, therefore, performed said examination of the Company’s balance sheet in
accordance with brazilian and international standards on auditing, which require that the
auditor complies with all applicable ethical requirements and that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the carrying amount of the Company’s equity used in the preparation of Business Appraisal
are free from material misstatement.
5.
An audit involves performing selected procedures to obtain audit evidence about the
recorded amounts. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the equity, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation of the balance sheet in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates
made by Management. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our conclusion.
Conclusion
6.
Based on the work performed, we conclude that the amount R$311.562.753,87 (three
hundred and eleven million, five hundred sixty-two thousand, seven hundred fifty-three reais
and eighty-seven cents), as disclosed in the Company’s balance sheet as at November 30,
2012, recorded in the Company’s accounting books, and summarized in the Appendix hereto,
present fairly, in all material respects, the equity of NTE Nordeste Transmissora de Energia
S.A., appraised in accordance with accounting practices adopted in Brazil.
Other matters
7.
In compliance with Brazilian Securities and Exchange Commission (CVM) requirements,
we hereby inform you that:
(a) In accordance with the professional standards set out by the Federal Accounting
Council, we are not aware of any direct or indirect conflict of interests, or any other
circumstance that presents a conflict of interests with respect to the services provided by
us, as described above; and
(b) We are not aware of any action taken by the Company's controlling shareholder or
management intended to steer, limit, impede, or otherwise compromise our access to
and use or knowledge of information, assets, documents, or work methodologies
material for the quality of the related conclusions.
8.
The Business Appraisal of Equity at Net Book Value has been translated into English for the
convenience of readers outside Brazil.
Rio de Janeiro, December 13, 2012
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
@ 2012 Deloitte Touche Tohmatsu. All rights reserved.
José Carlos Monteiro
Engagement Partner
2
Appendix
NTE - NORDESTE TRANSMISSORA DE ENERGIA S.A.
BALANCE SHEET
Based on the criteria described above, we present below the Company’s balance sheet as at
November 30, 2012 (amounts in Brazilian reais - R$):
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Financial assets
Recoverable taxes
Other receivables
Other assets
NONCURRENT ASSETS
Other investments
Financial assets
Escrow deposits
Other receivables
TOTAL ASSETS
11.30.2012
35,234,785.78
13,033,328.94
79,779,420.46
1,273,337.67
1,706,030.76
4,229,318.46
135,256,222.07
11,531,420.71
286,971,875.81
3,621,408.60
24,055.00
302,148,760.12
437,404,982.19
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade payables
Borrowings and financing
Taxes payable
Regulatory charges
Other payables
NONCURRENT LIABILITIES
Borrowings and financing
Deferred taxes and contributions
Deferred taxes
Provision for labor, tax and civil risks
Other payables
EQUITY
Paid-in capital
Profit reserves
Profit for the period
TOTAL LIABILITIES AND EQUITY
1,867,856.60
22,226,754.82
3,281,391.31
5,156,739.73
717,801.56
33,250,544.02
58,455,356.50
19,330,376.36
13,259,694.81
24,000.00
1,522,256.63
92,591,684.30
147,183,428.00
105,397,177.84
58,982,148.03
311,562,753.87
437,404,982.19
3
STE - Sul Transmissora
de Energia S.A.
Business Appraisal of Equity at Net Book Value
as at November 30, 2012
Deloitte Touche Tohmatsu Auditores Independentes
Deloitte Touche Tohmatsu
Av. Presidente Wilson, 231 – 22º
Rio de Janeiro – RJ – 20030-905
Brasil
Tel: + 55 (21) 3981-0500
Fax:+ 55 (21) 3981-0600
www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese)
BUSINESS APPRAISAL OF EQUITY AT NET BOOK VALUE
To the Shareholders and Management of
STE - Sul Transmissora de Energia S.A.
Rio de Janeiro - RJ
Audit firm data
1.
Deloitte Touche Tohmatsu Auditores Independentes, a company established in the city of
Rio de Janeiro, at Avenida Presidente Wilson 231 - 22º e 25º andares, enrolled with the
Ministry of Finance under the National Register of Legal Entities (CNPJ) under no.
49.928.567/0002-00, registered with the Rio de Janeiro State Regional Accounting Council
under no. 2SP 011.609/O-8 “F” RJ, herein represented by its undersigned partner Mr. José
Carlos Monteiro, accountant, bearer of ID card (RG) no. 5.543.493-9 SSP-SP, enrolled with
the National Register of Individuals (CPF) under no. 443.201.918-20, and registered with
the Rio de Janeiro State Regional Accounting Council under no. 1SP 100.597/O-2 ”S” RJ,
resident and domiciled in the city of Rio de Janeiro, with registered office at the same
address, appointed by the management of STE - Sul Transmissora de Energia S.A. (the
“Company”) to conduct the evaluation of its accounting equity as at November 30, 2012, in
accordance with accounting practices adopted in Brazil, submits below the results of its
work.
Appraisal purpose
2.
The appraisal of the Company’s equity at net book value as at November 30, 2012 is
intended to support part of the documentation included and required for the upstream merger
of the Company with and into parent UNISA - União de Transmissoras de Energia Elétrica
S.A. (“UNISA”), in accordance with Article 227, of Law 6404/76, as subsequently amended.
Management’s responsibility for the accounting information
3.
Management is responsible for the recordkeeping of books and the preparation of
accounting information in accordance with accounting practices adopted in Brazil, and for
such internal control as Management determines is necessary to enable the preparation of
such accounting information that are free from material misstatement, whether due to fraud
or error.
Work scope and independent auditor’s responsibility
4.
Our responsibility is to express a conclusion on the carrying amount of the Company’s
equity as at November 30, 2012, based on the work performed in accordance with Auditing
Standard and Procedures (NPA) 14, issued by the Brazilian Institute of Independent
Auditors (IBRACON), which provides for the performance of audit procedures to balance
sheets.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member
firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal
structure of Deloitte Touche Tohmatsu Limited and its member firms.
© Deloitte Touche Tohmatsu. All rights reserved.
Deloitte Touche Tohmatsu
We have, therefore, performed said examination of the Company’s balance sheet in
accordance with brazilian and international standards on auditing, which require that the
auditor complies with all applicable ethical requirements and that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the carrying amount of the Company’s equity used in the preparation of Business Appraisal
are free from material misstatement.
5.
An audit involves performing selected procedures to obtain audit evidence about the
recorded amounts. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the equity, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation of the balance sheet in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates
made by Management. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our conclusion.
Conclusion
6.
Based on the work performed, we conclude that the amount R$178.956.467,98 (one hundred
seventy-eight million nine hundred and fifty-six thousand, four hundred sixty-seven reais
and ninety-eight cents), as disclosed in the Company’s balance sheet as at November 30,
2012, recorded in the Company’s accounting books, and summarized in the Appendix hereto,
present fairly, in all material respects, the equity of STE Sul Transmissora de Energia S.A.,
appraised in accordance with accounting practices adopted in Brazil.
Other matters
7.
In compliance with Brazilian Securities and Exchange Commission (CVM) requirements,
we hereby inform you that:
(a) In accordance with the professional standards set out by the Federal Accounting
Council, we are not aware of any direct or indirect conflict of interests, or any other
circumstance that presents a conflict of interests with respect to the services provided by
us, as described above; and
(b) We are not aware of any action taken by the Company's controlling shareholder or
management intended to steer, limit, impede, or otherwise compromise our access to
and use or knowledge of information, assets, documents, or work methodologies
material for the quality of the related conclusions.
8.
The Business Appraisal of Equity at Net Book Value has been translated into English for the
convenience of readers outside Brazil.
Rio de Janeiro, December 13, 2012
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
@ 2012 Deloitte Touche Tohmatsu. All rights reserved.
José Carlos Monteiro
Engagement Partner
2
Appendix
STE - SUL TRANSMISSORA DE ENERGIA S.A.
BALANCE SHEET
Based on the criteria described above, we present below the Company’s balance sheet as at
November 30, 2012 (amounts in Brazilian reais - R$):
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Financial assets
Recoverable taxes
Other receivables
Other assets
NONCURRENT ASSETS
Other investments
Financial assets
Escrow deposits
Other receivables
TOTAL ASSETS
11.30.2012
22,219,341.85
6,844,423.76
45,530,078.50
165,788.41
1,199,372.47
1,221,204.15
77,180,209.14
8,819,453.36
176,583,087.64
579,580.47
4,242.37
185,986,363.84
263,166,572.98
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade payables
Borrowings and financing
Taxes payable
Regulatory charges
Other payables
NONCURRENT LIABILITIES
Borrowings and financing
Deferred taxes and contributions
Deferred taxes
Provision for labor, tax and civil risks
Other payables
EQUITY
Paid-in capital
Profit reserves
Profit for the period
TOTAL LIABILITIES AND EQUITY
314,257.49
13,959,139.76
1,280,728.92
2,328,780.84
1,053,950.28
18,936,857.29
41,711,770.37
14,894,511.13
7,535,299.81
18,899.85
1,112,766.55
65,273,247.71
72,801,000.00
77,458,789.26
28,696,678.72
178,956,467.98
263,166,572.98
3
ATE Transmissora
de Energia S.A.
Business Appraisal of Equity at Net Book Value
as at November 30, 2012
Deloitte Touche Tohmatsu Auditores Independentes
Deloitte Touche Tohmatsu
Av. Presidente Wilson, 231 – 22º
Rio de Janeiro – RJ – 20030-905
Brasil
Tel: + 55 (21) 3981-0500
Fax:+ 55 (21) 3981-0600
www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese)
BUSINESS APPRAISAL OF EQUITY AT NET BOOK VALUE
To the Shareholders and Management of
ATE Transmissora de Energia S.A.
Rio de Janeiro - RJ
Audit firm data
1.
Deloitte Touche Tohmatsu Auditores Independentes, a company established in the city of
Rio de Janeiro, at Avenida Presidente Wilson 231 - 22º e 25º andares, enrolled with the
Ministry of Finance under the National Register of Legal Entities (CNPJ) under no.
49.928.567/0002-00, registered with the Rio de Janeiro State Regional Accounting Council
under no. 2SP 011.609/O-8 “F” RJ, herein represented by its undersigned partner Mr. José
Carlos Monteiro, accountant, bearer of ID card (RG) no. 5.543.493-9 SSP-SP, enrolled with
the National Register of Individuals (CPF) under no. 443.201.918-20, and registered with
the Rio de Janeiro State Regional Accounting Council under no. 1SP 100.597/O-2 ”S” RJ,
resident and domiciled in the city of Rio de Janeiro, with registered office at the same
address, appointed by the management of ATE Transmissora de Energia S.A. (the
“Company”) to conduct the evaluation of its accounting equity as at November 30, 2012, in
accordance with accounting practices adopted in Brazil, submits below the results of its
work.
Appraisal purpose
2.
The appraisal of the Company’s equity at net book value as at November 30, 2012 is
intended to support part of the documentation included and required for the upstream merger
of the Company with and into parent UNISA - União de Transmissoras de Energia Elétrica
S.A. (“UNISA”), in accordance with Article 227, of Law 6404/76, as subsequently amended.
Management’s responsibility for the accounting information
3.
Management is responsible for the recordkeeping of books and the preparation of
accounting information in accordance with accounting practices adopted in Brazil, and for
such internal control as Management determines is necessary to enable the preparation of
such accounting information that are free from material misstatement, whether due to fraud
or error.
Work scope and independent auditor’s responsibility
4.
Our responsibility is to express a conclusion on the carrying amount of the Company’s
equity as at November 30, 2012, based on the work performed in accordance with Auditing
Standard and Procedures (NPA) 14, issued by the Brazilian Institute of Independent
Auditors (IBRACON), which provides for the performance of audit procedures to balance
sheets.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee, and its network of member
firms, each of which is a legally separate and independent entity. Please see www.deloitte.com/about for a detailed description of the legal
structure of Deloitte Touche Tohmatsu Limited and its member firms.
© Deloitte Touche Tohmatsu. All rights reserved.
Deloitte Touche Tohmatsu
We have, therefore, performed said examination of the Company’s balance sheet in
accordance with brazilian and international standards on auditing, which require that the
auditor complies with all applicable ethical requirements and that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the carrying amount of the Company’s equity used in the preparation of Business Appraisal
are free from material misstatement.
5.
An audit involves performing selected procedures to obtain audit evidence about the
recorded amounts. The procedures selected depend on the auditor’s judgment, including the
assessment of the risks of material misstatement of the equity, whether due to fraud or error.
In making those risk assessments, the auditor considers internal control relevant to the
Company’s preparation of the balance sheet in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates
made by Management. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our conclusion.
Conclusion
6.
Based on the work performed, we conclude that the amount R$382,174,672.87 (three
hundred eighty-two million, one hundred seventy-four thousand, six hundred seventy-two
reais and eighty-seven cents), as disclosed in the Company’s balance sheet as at November
30, 2012, recorded in the Company’s accounting books, and summarized in the Appendix
hereto, present fairly, in all material respects, the equity of ATE Transmissora de Energia
S.A., appraised in accordance with accounting practices adopted in Brazil.
Other matters
7.
In compliance with Brazilian Securities and Exchange Commission (CVM) requirements,
we hereby inform you that:
(a) In accordance with the professional standards set out by the Federal Accounting
Council, we are not aware of any direct or indirect conflict of interests, or any other
circumstance that presents a conflict of interests with respect to the services provided by
us, as described above; and
(b) We are not aware of any action taken by the Company's controlling shareholder or
management intended to steer, limit, impede, or otherwise compromise our access to
and use or knowledge of information, assets, documents, or work methodologies
material for the quality of the related conclusions.
8.
The Business Appraisal of Equity at Net Book Value has been translated into English for the
convenience of readers outside Brazil.
Rio de Janeiro, December 13, 2012
DELOITTE TOUCHE TOHMATSU
Auditores Independentes
@ 2012 Deloitte Touche Tohmatsu. All rights reserved.
José Carlos Monteiro
Engagement Partner
2
Appendix
ATE TRANSMISSORA DE ENERGIA S.A.
BALANCE SHEET
Based on the criteria described above, we present below the Company’s balance sheet as at
November 30, 2012 (amounts in Brazilian reais - R$):
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade receivables
Financial assets
Recoverable taxes
Other receivables
Other assets
NONCURRENT ASSETS
Other investments
Financial assets
Escrow deposits
Other receivables
TOTAL ASSETS
11.30.2012
31,145,282.29
12,189,252.83
84,553,230.19
710,825.47
2,633,650.32
2,989.04
131,235,230.14
14,977,293.42
420,078,341.56
1,753,625.44
6,877.05
436,816,137.47
568,051,367.61
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Trade payables
Borrowings and financing
Taxes payable
Regulatory charges
Other payables
NONCURRENT LIABILITIES
Borrowings and financing
Deferred taxes and contributions
Deferred taxes
Other payables
EQUITY
Paid-in capital
Profit reserves
Profit for the period
TOTAL LIABILITIES AND EQUITY
936,166.91
25,676,198.37
2,053,808.05
3,747,966.63
1,133,392.15
33,547,532.11
119,927,253.86
13,044,814.02
17,373,461.48
1,983,633.27
152,329,162.63
273,323,106.23
59,466,644.49
49,384,922.15
382,174,672.87
568,051,367.61
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