Issuance of Agribusiness Credit Certificates (CDCA)

MARFRIG GLOBAL FOODS S.A.
A PUBLIC COMPANY
Taxpayer ID (CNPJ/MF) No. 03.853.896/0001-40
(BM&FBOVESPA: MRFG3)
NOTICE OF MATERIAL FACT
São Paulo, March 30, 2015 – MARFRIG GLOBAL FOODS S.A. (“Company or Marfrig” –
BM&FBOVESPA: MRFG3; Level 1 ADRs: MRTTY), acting herein for compliance with
Brazilian Securities Commission (“CVM”) Ruling No. 358 dated January 3, 2002, as
amended, and with paragraph 4 of article 157 of Brazilian Corporate Law (Law No. 6,404
dated December 15, 1976, as amended), today announces to shareholders and the market
at large that, acting upon recommendation of the Company’s Management Committee, as
expressed in the minutes of a committee meeting held on March 30, 2015, Marfrig is
proceeding to its First Issuance (the “Issue”) of Agribusiness Credit Certificates (the “CDCAs”,
as they are known locally) in total nominal amount of fifty million Brazilian reais
(R$50,000,000.00), for public distribution under an offering with limited selling efforts
(“Limited Offering”) in reliance on Brazilian Securities Commission (CVM) Ruling No. 476
dated January 16, 2009, as amended (“CVM Ruling 476”), with the offering proceeds being
allocated to pay the price of the rural product notes underlying the CDCAs.
Pursuant to items I and II of article 4 of CVM Instruction 476, the Limited Offering will target
only qualified buyers. Therefore, such as permitted under CVM Ruling 476, the Limited
Offering will be exempt from registration with the Brazilian Securities Commission, as
otherwise required under article 19 of the Securities Market Law (Law No. 6,385 dated
December 7, 1976, as amended).
The Company will be issuing five hundred (500) CDCAs at a unitary nominal amount as of
the Issue Date (as defined) equal to one hundred thousand Brazilian reais (R$100,000.00)
(the “Unitary Nominal Amount”), having due regard to the minimum lot per buyer set forth
under item II of article 4 of CVM Ruling 476. The CDCAs will be issued with a twelve (12)
months maturity period starting from the issue date of March 30, 2015 (the “Issue Date”).
Thus, except in the event of acceleration under the terms and conditions of the issuance, the
securities will be maturing on March 30, 2016.
The Unitary Nominal Amount will not be subject to adjustment for inflation. Starting from the
first pay-in date through to the Maturity Date, the CDCAs will yield remunerative interest
CONTADOS DE RI
Av. Chedid Jafet, n° 222, Bloco A, 5ª Andar, Vila Olímpia, São Paulo – SP, CEP 04551-065.
Tel.: (55 11) 3728.8994
www.marfrig.com.br/ri
e-mail: [email protected]
accruing on the outstanding balance of the Unitary Nominal Amount at a rate in the equivalent
of one hundred percent (100%) of the average overnight, “extragrupo”, interbank lending rate
(DI), which is the annualized accumulated variation of the average daily interbank lending
rate expressed as a percentage per annum calculated pursuant to a Business Days/252 daycount convention (two hundred and fifty-two business days), as compiled on a daily basis by
CETIP and released in its daily bulletin accessible in the website (http://www.cetip.com.br)
(“DI Rate”), plus a spread of one point fifty percent (1.50%) per annum compounded
exponentially on a pro rata basis for the relevant number of business days, computed
pursuant to a Business Days/252 day-count convention (two hundred and fifty-two business
days).
The CDCAs will not be secured by security interest or personal guarantee. The CDCAs will
be registered for primary market distribution within the scope of the Limited Offering and for
secondary market trading in the CETIP Securities Module (Módulo CETIP 21 – Títulos e
Valores Mobiliários) operated by CETIP S.A. – Mercados Organizados ("CETIP"). Thus, the
offering and subsequent trades in the securities will be cleared and settled according to
procedures adopted by CETIP.
This notice is released for information purposes only, as required by applicable regulations,
and should not be construed as marketing material or an offer to sell or solicitation of offers
to buy the CDCAs.
Ricardo Florence dos Santos
Vice President of Finance and IRO
CONTADOS DE RI
Av. Chedid Jafet, n° 222, Bloco A, 5ª Andar, Vila Olímpia, São Paulo – SP, CEP 04551-065.
Tel.: (55 11) 3728.8994
www.marfrig.com.br/ri
e-mail: [email protected]