RELEVANT FACT
CENTRAIS ELÉTRICAS BRASILEIRAS S/A
CNPJ: 00.001.180/0001-26 | NIRE: 533.0000085-9
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Centrais Elétricas Brasileiras S/A (“Company” or “Eletrobras”) (B3: ELET3, ELET5 & ELET6; NYSE: EBR & EBR.B; LATIBEX: XELT.O & XELT.B) hereby informs its shareholders and the market in general, in addition to the information disclosed by the Company in the Relevant Fact disclosed on August 31, 2018, as follows:
1. On this date, the compliance with all the conditions set forth in Auction Notice No. 2/2018-PPI/PND and its annexes ("Notice"), related to the bidding procedure in the auction mode ("Auction"), was verified for the granting of public electric energy distribution service concession, associated with the transfer of the shareholding control of Companhia de Eletricidade do Acre (“Eletroacre”) to Energisa S/A ("Buyer"), as follows:
(a) Prior approval by the Administrative Council for Economic Defense - CADE ("CADE"), on September 27, 2018;
(b) Prior consent by National Electric Energy Agency - ANEEL ("ANEEL"), on September 28, 2018;
(c) Conversion, by Eletrobras, of debt into share capital of Eletroacre, in the total amount of R$ 113.8 million, through Eletroacre’s shareholders’ general meetings, held on October 25 and December 5, 2018, , pursuant to Resolution CPPI No. 20/2017 and subsequent amendments;
(d) Financial settlement, on this date, by the Buyer of the purchase of shares issued by Eletroacre, the object of sale described in this Relevant Fact; and
(e) Full payment, on this date and by the Buyer, of the remuneration due to B3, as the body responsible for the operationalization of the auction settlement.
2. In addition to the conditions mentioned above, the period for the exercise of preemptive rights (October 29, 2018 to November 28, 2018) and tag along (November 1, 2018 to December 3, 2018) of Eletroacre's minority shareholders, were also closed. Tag along was exercised by only one shareholder, who sold 1,878,382 preferred shares to Energisa.
3. In compliance with all the conditions of the Notice, Eletrobras transferred to the Buyer, on this date, its 86,020,249,480 common shares and 31,518,111,400 preferred shares issued by Eletroacre representing approximately 87.61% of Eletroacre’s total share capital, pursuant to the Purchase and Sale Agreement of Shares and Other Covenants entered into between the Company and the Buyer ("Stock Purchase Agreement").
4. In addition to the Share Purchase and Sale Agreement, the Company also entered into, on this date, the Eletroacre’s Shareholders Agreement with Buyer, and it is ensured to Eletrobras, within a period of six months from the present date, to increase its capital in Eletroacre in order to increase its shareholding in up to 30% in the total share capital of said distribution company;
5. We also inform that the Buyer also made, on this date, a mandatory capital contribution in Eletroacre, in the amount of R$ 238.8 million, under the terms set forth in the Notice.
6. Eletrobras, after the sale referred to in item 3 above, still holds approximately 9.73% of the share capital of Eletroacre, on this date, represented by 13,060,320,977 common and preferred shares, of which 13,060,320,976 are the subject of Offer to employees and retirees, as provided in the Notice. If such shares are not acquired by employees and retirees, the Buyer shall also acquire them, pursuant to the Notice rules.
Rio de Janeiro, December 6, 2018.
Armando Casado de Araujo
CFO and Investor Relations Officer
This document may contain estimates and forecasts that are not statements of fact that occurred in the past but reflect our management beliefs and expectations and may constitute future events' forecasts and estimates under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words "believe", "may", "estimate", "continue", "anticipate", "intend", "expect" and related words are intended to identify estimates that necessarily involve risks and uncertainties, known or unknown . Known risks and uncertainties include, but are not limited to: general economic, regulatory, political and commercial conditions in Brazil and abroad, changes in interest rates, inflation and value of the Real, changes in volumes and the pattern of use of electricity by consumer, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables, changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our financing and capital investment plans, existing and future government regulations , and other risks described in our annual report and other documents filed with CVM and SEC. Estimates and forecasts refer only to the date they were expressed and we assume no obligation to update any of these estimates or forecasts due to the occurrence of new information or future events. Future results of the Company's operations and initiatives may differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations that may not reflect accurate results due to rounding.