Investor Presentaiton
(b) VTRM IPO and Listing on the Novo Mercado
On December 10, 2021, VTRM submitted an application for registration as
a publicly-held company category A with the CVM (Open Public Offering)
and for listing on the Novo Mercado of B3 (Listing on the Novo Mercado),
noting that the effective listing and trading of Nova VTRM shares on the
Novo Mercado will depend on the conclusion of the CESP Transaction.
(c) Proposal for the merger of CESP Shares into VTRM
In order to allow CESP's minority shareholders to participate in the New
VTRM, a proposal for the merger of shares was presented to the indepen-
dent special Committee, with the intention of merging all the shares issued
by CESP by VTRM, and consequent attribution, to the other shareholders
of CESP, of these new shares.
(d) Approvals
The corporate reorganization is not subject to the approval of any other
governmental authority, either in Brazil or abroad, with the exception of
the prior approval of the Economic Defense Administration Council (CADE),
which was obtained on December 9, 2021, and the antitrust authorities of
the European Union and Turkey.
(e) Other transaction steps
The next steps of the transaction, which will take place throughout 2022,
will be as follows:
e.1) VGE reverse incorporation - already consummated. See detail in Note 36 of
Subsequent Events.
e.2) Capital contribution from CPP Investments
e.3) Redemption of CESP Preferred Shares
Further details on these items were detailed in Note 36 - Subsequent
Events.
(ii) Extension of the concessions for Barra, França, Fumaça,
Porto Raso and Serraria Hydroeletric Power Plants - CBA
In October 1st, 2021, the subsidiary CBA was granted, in a Dispatch in the
Official Gazette of the Union, an extension for 27 years of the grants for
the following hydroelectric power plants: Barra, França, Fumaça, Porto Raso
and Serraria.
The annual amount, adjusted for the remaining period of twenty-seven
years of the Grants, referring to the base date of December 2019, will be
paid in favor of the reasonable tariff as Use of Public Property as shown in
the table below:
Power plant
UHE Barra
UHE França
UHE Fumaça
UHE Porto Raso
UHE Serraria
Annual value UBP adjusted for the remaining term of
(jj) Reclassification of investee Acerías Paz del Rio
discontinued operations
the grant (27 years)
R$ 3.5
R$ 2.9
R$ 3.8
R$ 1.8
R$ 1.2
-
APDR - to
In November 2021, the Company entered into an agreement for the sale of
all the shares of the investee APDR with Trinity Capital S.A.S. and Structure
S.A.S. Investment Bank. As a result, the investment was reclassified to the
item Assets held for sale in the amount of R$ 100. The Company recorded
a provision for loss related to the sale of the investment in the amount of
R$ 827, recorded in the item Other operating income, net, as per Note 30.
In accordance with CPC 31 - Non-current assets held for sale and disconti-
nued operations, the assets and liabilities of the subsidiary were reclassified
to a specific line in the balance sheet, as per Note 34.
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