Frequently Asked Questions – FAQ
The Company’s shares are listed for trading in the B3 under the symbol “LIGT3”. Light has entered into an agreement with the B3 to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.
Each common share entitles its owner to one vote in Light general and special shareholders’ meetings. According to the agreement to be entered into with B3 for the listing the Company’s shares in the Novo Mercado, Light cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in the Company’s by-laws and the Brazilian corporation law, Light shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in the Company’s share capital.
Holders of Light’s common shares are entitled to be included in a public tender offer in the case that a controlling stake in the Company is sold and the minimum price to be offered for each share is 100.0% of the price paid per share of the controlling stake.
In event of Light dissolution, the Company’s shareholders have the right to receive payments proportional to their ownership interest in Light’s share capital, after the settlement of all the Company’s obligations. Owners of Light’s common shares have the right participate in the Company’s share capital increases, in proportion to their ownership interest in Light’s share capital, but are not obligated to subscribe to new shares in future share capital increases.
According to the Brazilian corporation law, neither Light’s by-laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:
- the right to participate in the distribution of profits;
- the right to participate, in proportion to ownership interest in Light’s share capital, in the distribution of any residual assets in the event of the Company’s dissolution;
- the right to preemptive rights in relation to the subscription of shares, convertible debentures or subscription bonuses, except in the circumstances described in the Brazilian corporation law;
- the right to inspect, in the manner set forth in the Brazilian corporation law, the management of corporate business; and
- the right to sell their shares in the circumstances defined by the Brazilian corporation law.
Each purchaser of Light common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- the purchaser: (i) is a qualified institutional buyer and is aware that the sale of Light common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- in making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
- Light common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including Light shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to Light shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
All Light’s material facts, earnings results and other notices to the market are published simultaneously at CVM/B3 and at the investor relations area of the Company’s website (light.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Jornal do Commercio” and “Diário Oficial do Rio de Janeiro”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of Light’s website (light.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (http://www.b3.com.br/en_us/) and at the Securities and Exchange Commission of Brazil – CVM (cvm.gov.br).
EBITDA means for any period, the Net Income of Light S.A. and its subsidiaries, calculated on a consolidated basis for this period, accrued of, provided that deducted in the calculation of Net Income, without duplicity, the sum of (a) expenses related to taxes over Net Income, (b) Adjusted and Consolidated Expense of Gross Interest, (c) amortization and depreciation expense, (d) extraordinary and non-recurring losses and (e) other operational items which do not typify cash outflow and reduce the Net Income, less, provided that included in the calculation of this Net Income, without duplicity, (i) financial income, (ii) any extraordinary and non-recurring gains, and (iii) other operating revenues increasing the Net Income and not typifying cash inflow;
From time to time, Light discloses so-called non-GAAP financial measures, primarily EBITDA. EBITDA means income before net financial expenses, income and social contribution taxes, depreciation and amortization. EBITDA is not Brazilian or the U.S. GAAP measurement, does not represent cash flows for the periods presented and should not be considered alternatives to net income as an indicator of Light’s operating performance or as an alternative to cash flows as an indicator of liquidity. EBITDA does not have a standardized meaning and Light’s definition of EBITDA may not be comparable to EBITDA as used by other companies.
Although the EBITDA does not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, Light management uses EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.
An ADR is a negotiable U.S. security representing shares of a non-American publicly-held company. ADRs are priced and traded in U.S. dollars on U.S. stock exchanges and any eventual dividends are also paid in U.S. dollars. ADRs are designed to facilitate the acquisition, retention and sale of non-U.S. shares by American investors, as well as to provide the companies in question with a financing vehicl
Such investors may prefer to acquire ADRs rather than common shares in the issuer’s local market since the ADRs are traded, cleared, and settled in accordance with U.S. market conventions. One of the biggest advantages of ADRs is that they facilitate the diversification of investments in foreign securities. They also allow easy comparisons with shares of similar companies as well as access to prices and trading information, when listed. ADR holders can also take advantage of prompt dividend payments and corporate share reception.
No. On December 24, 2013, the federal government removed the 1.5% IOF rate in force since 2009.
ADR issuers are normally large multinational companies, although any publicly-held non-American company seeking to raise capital in the United States or expand its investor base can issue ADRs.
This information is easily accessible on Light’s website. Investors can also register to receive annual reports and notices in English.
Light’s ADRs are traded on the U.S. over-the-counter (OTC) market.
J.P. Morgan. The depository institution plays a key role in the issue and cancellation of ADRs. It also maintains a register of ADR holders and distributes dividends in U.S. dollars.
Each Light ADR represents one Light common share.
ADR holders are those whose names are officially registered with the depositary institution, while ADR beneficiaries are those whose securities are recorded in the name of a third party, such as a broker, bank or agent.
Dividends are distributed in U.S. dollars and, in general, taxed as per U.S. share dividends. However, the government of the issuer’s country may withhold tax at source. Depending on the case, foreign withholding taxes may be used as credits to offset U.S. taxes or constitute an opportunity for tax refunds.