Saraiva Announces the Acquisition of Shares Issued by the Company
SAO PAULO, Feb. 13, 2014 /PRNewswire/ -- Saraiva S.A. Livreiros Editores ("Company"), one of the major publishers in Brazil and one of the largest content retailers in culture and education, with stand-out performance in the production of technical and professional content, accordance with Article 157, paragraph 4, of Law 6404/76, and Instruction 358/02 issued by the Brazilian Securities and Exchange Commission (CVM), hereby informs its shareholders, investors and the market in general that the Board of Directors' meeting held today authorized the acquisition of up to 510,173 common shares and up to 1,581,128 preferred shares issued by the Company, under the conditions described in the Minutes published attached hereto.
SARAIVA S/A LIVREIROS EDITORES
Corporate Taxpayer's ID (CNPJ/MF): 60.500.139/0001-26
MINUTES OF THE BOARD OF DIRECTORS MINUTES
HELD ON FEBRUARY 13, 2014
On February 13, 2014, at 9:00 a.m., at the Company's headquarters, at Rua Henrique Schaumann, nº 270, Cerqueira Cesar, in the city and state of Sao Paulo, the Board of Directors of Saraiva S.A. Livreiros Editores, met to discuss the acquisition of Company shares. The meeting was presided over by Jorge Eduardo Saraiva, who invited me, Jorge Saraiva Neto, to act as secretary.
Considering the economic scenario and the current price of Saraiva's shares, the Chairman prepared a proposal for the acquisition of Company shares on the market.
After discussing the matters involved, in accordance with Article 15, item VII, of the Bylaws, and CVM Instructions 10/80 and 268/97, the Board of Directors unanimously resolved to authorize the Company's Executive Board to purchase up to five hundred ten thousand, one hundred and seventy-three (510,173) book-entry common shares and up to one million, five hundred eighty-one thousand, one hundred and twenty-eight (1,581,128) book-entry preferred shares issued by the Company, under the conditions described below:
a) the shares will be purchased with funds from the Company's cash flow, respecting the limit of Saraiva's profit and reserve balance, in accordance with the applicable regulations;
b) the acquisition will be executed with proceeds from the profit reserve declared in the balance sheet of December 31, 2012, audited by KPMG Auditores Independentes;
c) this authorization will be valid for a maximum of three hundred and sixty-five (365) days, from February 14, 2014 through February 13, 2015;
d) the Executive Board is authorized to purchase up to ten percent (10%) of the Company's common shares and eight point three five percent (8.35%) of its preferred shares on the market. The Company's current free float totals twenty-four million, forty-five thousand, five hundred and twenty-three (24,045,523) shares, divided into five million, one hundred one thousand, seven hundred and thirty-nine (5,101,739) common shares and eighteen million, nine hundred forty-three thousand, seven hundred and eighty-four (18,943,784) preferred shares, given that three hundred thirteen thousand, two hundred and fifty (313,250) preferred shares are owned by the Company and already held in treasury;
e) the Executive Board will determine, at its own criterion, when and how many shares will be acquired in each transaction;
f) the purchase of the Company's shares will take place at the Securities, Commodities and Futures Exchange (BM&FBovespa), at market price, and intermediated by the broker: Itau Corretora de Valores S.A., Rua Álvares Penteado, 218, Sao Paulo/SP.
The shares acquired may remain held in treasury to be subsequently sold back on the market, used in Stock Option Plans maintained by the Company, or cancelled upon resolution of a Shareholders' Meeting.
There being no further business to address, the meeting was adjourned for the drawing up of these minutes, which were read, approved, and signed by all in attendance. Sao Paulo, February 13, 2014. Signatures: Jorge Eduardo Saraiva – Chairman; Jorge Saraiva Neto – Secretary; Maria Cecilia S. M. Goncalves; Ricardo Reisen de Pinho.
Luciana Doria Wilson
Investor Relations Director
Phone: +55 11 3613-3081
SOURCE Saraiva S.A. Livreiros Editores