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GAFISA S.A.
CNPJ/MF No. 01.545.826/0001-07 NIRE 35.300.147.952 Publicly-Held Company |
CONSTRUTORA TENDA S.A.
CNPJ/MF No. 71.476.527/0001-75 NIRE 35.300.348.206 Publicly-Held Company |
MATERIAL FACT
CONSTRUTORA TENDA S.A. (Bovespa, TEND3) (“Tenda”) and GAFISA S.A. (Bovespa, GFSA3) (“Gafisa”) hereby discloses to its shareholders and the market that, in accordance to the meeting held today, the Board of Directors of Tenda approved the creation of a repurchase of shares program (“Program”), by Tenda, of common shares issued by its controlling company Gafisa, for maintenance in treasury and future disposal. Such approval was in accordance to Article 30, §1st, “b”, of Law No. 6,404/76, CVM Instruction No. 10/80 (“ICVM 10”) and Article 17, (n) of Tenda’s Bylaws. It will compete to Tenda’s Executive Board to define the opportunity and volume to be purchased.
In accordance to Article 8th of ICVM 10, we hereby stipulate the following:
(i) Such Program has the purpose of purchasing shares of Gafisa, in the Stock Exchange, applying, in an effective manner, the resources available in Tenda, with a profitability expectation in medium and long term;
(ii) The purchase of Gafisa’s share by Tenda in the repurchase of shares program has its execution conditioned to the maintenance of Gafisa’s Consolidated Net Debt to Equity in a level equal or lower than 60%;
(iii) The amount of shares to be acquired in the scope of the Program shall not exceed 32,938,554 common shares issued by Gafisa which, together with the 10,599,486 common shares of Gafisa currently in treasury, correspond to 10% of the totality of outstanding common shares issued by Gafisa;
(iv) The purchase will be realized upon debt of the account Capital Reserve of Tenda, which presented, on September 30, 2013, balance in the amount of R$611,768,472.32, in accordance to financial statements as of such date;
(v) The purchase of shares will be for the market value of Gafisa’s shares at BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros, and will be intermediated by broker Itaú Corretora de Valores S.A., with headquarter located in the State Capital of São Paulo; and
(vi) The Program will be executed within 365 days, counted from the present date, to end on December 8, 2014.
Upon definition of Article 5th of ICVM 10 the amount of outstanding shares issued by Gafisa is 435,380,407, equivalent to the total amount of shares issued by Gafisa, observed that Gafisa has no controlling shareholder.
São Paulo, December 9, 2013
Gafisa S.A. André Bergstein Investor Relations Officer |
Construtora Tenda S.A. Rodrigo Osmo Investor Relations Officer |
SIGNATURE
Gafisa S.A. | |
By: |
/s/ Alceu Duílio Calciolari |
Name: Alceu Duílio Calciolari
Title: Chief Executive Officer |