Energy Co Of Minas Gerais 6-K, filed Oct 25, 2022
Energy Co Of Minas Gerais (CIG-C)
About this 6-K
Energy Co Of Minas Gerais filed this 6-K on October 25, 2022.
FORM 6-K
securities and
exchange commission
washington, d.c. 20549
report of foreign
private issuer
pursuant to rule 13a-16 or 15d-16 of
the securities exchange act of 1934
For the month of October 2022
Commission File Number 1-15224
Energy Company of Minas Gerais
(Translation of Registrant’s Name Into English)
Avenida Barbacena, 1200
30190-131 Belo Horizonte, Minas Gerais, Brazil
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Item Description of Items
| 1. | Notice to the Market - Clarifications about Official Letter 184/2022/CVM/SEP/GEA-1, of August 31, 2022; |
| 2. | EGM 09/29/2022 - Call Notice; |
| 3. | Notice to the Market - BlackRock - Reduction of shareholding position; |
| 4. | Notice to Shareholders - Interest on Equity – IoE; |
| 5. | 2Q22 Semi-Annual Reporting; |
| 6. | Notice to the Market – B3's Request for clarification on an atypical fluctuation; and |
| 7. | Notice to the Market – Cemig GT was granted authorization by the ANEEL to start operations of Generating Units. |
Forward-Looking Statements
This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Actual results could differ materially from those predicted in such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include those risk factors set forth in our most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission. CEMIG undertakes no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
By: /s/ Leonardo George de Magalhães
Name: Leonardo George de Magalhães
Title: Chief Finance and Investor Relations Officer
Date: October 25, 2022
1. Notice to the Market - Clarifications about Official Letter 184/2022/CVM/SEP/GEA-1, of August 31, 2022
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31.300.040.127
NOTICE TO THE MARKET
Clarifications about Official Letter 184/2022/CVM/SEP/GEA-1, of August 31, 2022
CVM Questioning
Cia. Energética de Minas Gerais - CEMIG
Attn.: Mr. Leonardo George de Magalhães
Investor Relations Officer.
Ref: Request for clarification on the news article.
Dear Director,
| 1. | In response to the news article published on Infomoney’s website on August 30, 2022, under the headline: "Cemig employees and businessmen are investigated for fraud in the purchase of ‘worthless materials’", which includes the following statements: |
Nine search and seizure warrants were served on Tuesday (30) against employees of Companhia de Energia de Minas Gerais (Cemig) and businessmen from the wiring and electrical materials sector, who act as suppliers of the state-owned company, in an investigation conducted by the Prosecution Office of the Minas Gerais State (MPMG).
The blocking and seizure of R$132.261 million in properties of the investigated parties were also authorized to ensure future compensation for damages caused to Cemig’s (CMIG4) properties and the company’s consumers.
The “Operação Mau Contato” counted on the participation of the Prosecution Office of the São Paulo State (MPSP), the civil police of both States, and the Treasure Secretariat of Minas Gerais. The investigation conducted by the MPMG started after an internal investigation at Cemig, concluded at the end of 2020, which resulted in the removal from office of company managers and employees, and the termination of contracts with suppliers.
[...]
What does Cemig say?
[...]
Also according to the news article, Cemig has already informed the U.S. authorities, through a report shared with the Department of Justice (DoJ) and the U.S. Securities and Exchange Commission (SEC), about the investigation of the information, since the company’s shares are traded in that country. “Cemig is fully collaborating with the competent authorities and emphasizes that it is the most interested party in the clarification of the facts”.
2. In view of the above, we request that you clarify whether the news article is true and, if so, explain the reasons why you believe that it is not a material fact, and comment on other information deemed as important on the matter, especially by clarifying whether the information provided to the U.S. authorities was simultaneously provided to this Agency.
3. It is worth noting that according to article 3 of CVM Resolution 44/21, the Investor Relations Officer is responsible for disclosing and informing the CVM and, if applicable, the stock exchange and the organized over-the-counter market entity where the Company’s securities are traded, any material act or fact occurred or related to its business, as well as ensure its wide and immediate communication, simultaneously in all the markets in which such securities are traded.
CEMIG’s Response
Dear Ms. Nilza Maria Silva de Oliveira,
Companhia Energética de Minas Gerais - CEMIG (“Cemig” or “Company”), in response to Official Letter 184/2022/CVM/SEP/GEA-1, of August 31, 2022, makes the following considerations:
1. The news article published on Infomoney’s website refers to developments, under the scope of the Prosecution Office of the Minas Gerais State (“MPMG”), of the facts already widely referred to by CEMIG, which has been acting collaboratively and reiterates its interest in the full clarification of the occurrences.
2. We emphasize that this is not a new fact and that, on March 29, 2021, in response to Official Letter 201/2021/CVM/SOI/GOI-2, CEMIG provided CVM with proper explanations on the precautionary removal of professionals and the investigation conducted by the MPMG.
3. It is also worth noting that the 2021 Financial Statements (“DF”) were published and are available to anyone who may be interested on the Company’s website, as well as on the website of this Agency, with the following information: “At the end of 2020, the Company began internal procedures for the investigation of allegations received by the Prosecution Office of the Minas Gerais State (MPMG), through Official Letters, the content of which basically refers to alleged irregularities in public bidding purchasing processes. The investigation is being conducted by a New Investigation Committee, with support from specialized advisors. The independent internal investigation started in 2020 has been concluded and the final report has been delivered to and approved by the Investigation Committee on November 24, 2021, and no matters that could significantly impact the financial statements for December 31, 2021, or the financial statements for previous years have been identified. However, the Company is awaiting the outcome of the ongoing investigations by the MPMG and comments from Brazilian and international authorities, to which the reports were presented, to confirm whether any additional procedure will be necessary. The Company will evaluate any changes in the future scenario and eventual impacts that could affect the financial statements, when applicable. The Company continues to cooperate with Brazilian and foreign authorities in their analysis related to the ongoing investigations.”
4. Since the beginning, CEMIG undertook to cooperate with the MPMG, made such information available on the Financial Statements, and provided the U.S. authorities (DoJ and SEC) with the same information about the investigation that was sent to this Agency.
5. The Company informs that there is no new information until today that, according to CVM Resolution 44/21, justifies the disclosure of a Material Act or Fact about the matter.
6. The Company reiterates its commitment to transparency and the best market disclosure practices.
Belo Horizonte, September 01, 2022.
Leonardo George de Magalhães
Chief Finance and Investor Relations Officer
2. EGM 09/29/2022 - Call Notice
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ) 17.155.730/0001-64
Company Registry (NIRE): 31.300.040.127
CALL NOTICE
EXTRAORDINARY SHAREHOLDERS’ MEETING
We hereby invite our shareholders to the Extraordinary Shareholders’ Meeting (“ESM”) of Companhia Energética de Minas Gerais-Cemig (“Company” and “Cemig”), to be held remotely on September 29, 2022, at 11 a.m., through a platform to be provided by the Company, which will allow the shareholders to participate in the ESM and cast their votes, without prejudice to the sending of their remote voting forms, so as to resolve on the following matters:
| (i) | recomposition of the Company’s Board of Directors in light of the resignation of a board member elected under the multiple voting process and appointed by the minority shareholder FIA Dinâmica; |
| (ii) | recomposition of the Fiscal Council in light of the resignation of an alternate board member appointed by the majority shareholder Minas Gerais State Government; and |
| (iii) | revision of the Management’s overall compensation. |
General Information:
Shareholders may choose to exercise their voting rights through the remote voting system, pursuant to CVM Instruction 481/2009, by sending the corresponding remote voting form through their respective custodian agent or bookkeeping bank or by sending an email directly to the Company (ri@cemig.com.br), by September 22, 2022.
Requesting for the adoption of the multiple voting process for the election of the members of the Board of Directors is optional, pursuant to Article 141 of Law 6,404/1976, requiring the minimum percentage of the Company’s voting capital of 5%, as per CVM Instruction 70/2022.
Shareholders willing to be represented at said Shareholders’ Meeting shall comply with article 126 of Law 6,404/1976 and Paragraph 2 of Article 10 of the Company’s Bylaws, by sending their proof of ownership of Company shares issued by a depositary financial institution and the proxy appointment with special powers by email to ri@cemig.com.br, by September 26, 2022.
The guidelines and procedures for participating in the Extraordinary Shareholders’ Meeting will be available on the websites of the Company (www.ri.cemig.com.br) and the Brazilian Securities and Exchange Commission (www.cvm.gov.br), through the release of Notice to Shareholders.
Belo Horizonte/MG - August 30, 2022.
Márcio Luiz Simões Utsch
Chair of the Board of Directors
3. Notice to the Market - BlackRock - Reduction of shareholding position
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31.300.040.127
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“CEMIG” or “Company”), in compliance with article 12 of CVM Resolution 44/2021, of August 23, 2021, hereby announces that it received a letter from BlackRock, Inc (“BlackRock”), headquartered at 55 East 52nd Street, in the city and state of New York, 10022-0002, United States, stating that, as of August 31, 2022, its equity interests account, in the aggregate, for 9.913% of the Company's total capital, being 128,841,722 preferred shares and 89,370,659 ADRs representing 89,370,659 preferred shares, totaling 218,212,381 preferred shares representing approximately 14.890% of the Company’s total preferred shares and 7,694,036 derivative financial instruments referenced to preferred shares with financial settlement, corresponding for approximately 0.525% of the Company’s total preferred shares.
As a reference, in accordance with the notice dated August 23, 2022, the date of the last mail received by the Company, BlackRock communicated that it held 10.01% of Cemig's total capital, being 15.03% of preferred shares.
In the letter, BlackRock also states that:
“(I) the purpose of the above-mentioned equity interests is strictly related to investing, not aiming at changing the Company’s controlling interest or the management structure; and
(II) BlackRock did not enter into any agreements or contracts regulating voting rights or the purchase and sale of securities issued by the Company.”
Belo Horizonte, September 05, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
4. Notice to Shareholders - Interest on Equity – IoE
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
COMPANHIA ABERTA
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31300040127
NOTICE TO SHAREHOLDERS
We hereby inform our shareholders that the Executive Board approved the declaration of Interest on Equity - IoE. Detailed information about the payment is as follows:
| 1. | Gross amount: R$471,529,000.00 (four hundred and seventy-one million, five hundred and twenty-nine thousand reais); |
| 2. | Gross amount per share: R$0.21428027494 per share, to be paid with the mandatory minimum dividend referring to 2022, with a 15% withholding income tax, except for shareholders exempt from said withholding, under the law in force; |
| 3. | Date “with rights”: shareholders of record on September 23, 2022 that hold common and preferred shares will be entitled to the payment; |
| 4. | “Ex-rights” date: September 26, 2022; |
| 5. | Payment date: 2 (two) equal installments, with the first paid by June 30, 2023, and the second by December 30, 2023. |
Shareholders whose shares are not held in custody at CBLC (Companhia Brasileira de Liquidação e Custódia) and whose registration data is outdated are advised to go to a branch of Banco Itaú Unibanco S.A. (the institution managing CEMIG’s Registered Share System) bearing their personal documents for the due update.
Belo Horizonte, September 20, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
6. Notice to the Market – B3's Request for clarification on an atypical fluctuation
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31.300.040.127
NOTICE TO THE MARKET
On October 03, 2022, the Company received Official Letter CVM B3 785/2021-SLS, as follows:
B3 Questioning
Cia. Energética de Minas Gerais - CEMIG
Attn. to: Mr. Leonardo George de Magalhães
Investor Relations Officer
Ref: Request for clarification on an atypical fluctuation
Dear Sir,
Given the latest fluctuations in the price of the company’s securities, the number of trades, and the trading volume, as shown below,
we hereby request you to inform us, by October 04, 2022, if you are aware of any fact that can justify these fluctuations.
| Common Shares | |||||||||
| Prices (R$ per share) | |||||||||
| Date | Opening | Minimum | Maximum | Average | Close | Variation % | # Trades | Amount | Volume (R$) |
| 09/20/2022 | 17.78 | 17.27 | 17.78 | 17.39 | 17.27 | -1.87 | 1,192 | 288,900 | 5,023,737.00 |
| 09/21/2022 | 17.29 | 17.10 | 17.45 | 17.25 | 17.10 | -0.98 | 1,126 | 293,400 | 5,059,719.00 |
| 09/22/2022 | 17.34 | 17.11 | 17.73 | 17.45 | 17.73 | 3.68 | 1,045 | 220,400 | 3,846,200.00 |
| 09/23/2022 | 17.69 | 17.44 | 18.40 | 17.91 | 17.96 | 1.29 | 1,493 | 390,400 | 6,991,822.00 |
| 09/26/2022 | 17.68 | 16.61 | 17.70 | 16.98 | 16.61 | -6.56 | 1,114 | 266,500 | 4,525,204.00 |
| 09/27/2022 | 16.80 | 15.93 | 16.85 | 16.30 | 15.93 | -4.09 | 1,301 | 361,700 | 5,894,492.00 |
| 09/28/2022 | 15.93 | 15.85 | 16.06 | 15.93 | 15.88 | -0.31 | 811 | 202,200 | 3,220,281.00 |
| 09/29/2022 | 15.72 | 15.50 | 15.88 | 15.72 | 15.71 | -1.07 | 1,155 | 310,200 | 4,875,307.00 |
| 09/30/2022 | 15.70 | 15.66 | 16.28 | 16.16 | 16.20 | 3.11 | 2,062 | 635,700 | 10,275,731.00 |
| 10/03/2022* | 16.72 | 16.71 | 18.39 | 17.40 | 18.13 | 11.91 | 2,298 | 700,900 | 12,201,193.00 |
| Preferred Shares | |||||||||
| Prices (R$ per share) | |||||||||
| Date | Opening | Minimum | Maximum | Average | Close | Variation % | # Trades | Amount | Volume (R$) |
| 09/20/2022 | 11.75 | 11.55 | 11.81 | 11.65 | 11.67 | -0.25 | 15,271 | 8,457,400 | 98,507,358.00 |
| 09/21/2022 | 11.69 | 11.51 | 11.80 | 11.61 | 11.62 | -0.42 | 15,242 | 9,721,200 | 112,822,680.00 |
| 09/22/2022 | 11.67 | 11.49 | 12.03 | 11.78 | 11.93 | 2.66 | 21,111 | 12,129,100 | 142,861,872.00 |
| 09/23/2022 | 11.74 | 11.68 | 11.91 | 11.80 | 11.84 | -0.75 | 11,144 | 8,210,400 | 96,884,724.00 |
| 09/26/2022 | 11.61 | 11.08 | 11.61 | 11.21 | 11.17 | -4.18 | 44,898 | 13,933,900 | 156,254,524.00 |
| 09/27/2022 | 11.21 | 10.79 | 11.23 | 10.94 | 10.82 | -3.13 | 15,036 | 10,888,100 | 119,106,367.00 |
| 09/28/2022 | 10.83 | 10.63 | 10.87 | 10.73 | 10.67 | -1.38 | 19,918 | 11,682,400 | 125,311,040.00 |
| 09/29/2022 | 10.58 | 10.38 | 10.62 | 10.50 | 10.55 | -1.12 | 17,719 | 11,030,900 | 115,826,136.00 |
| 09/30/2022 | 10.56 | 10.49 | 10.89 | 10.75 | 10.76 | 1.99 | 29,286 | 17,039,300 | 183,253,307.00 |
| 10/03/2022* | 11.47 | 11.15 | 11.94 | 11.61 | 11.93 | 10.87 | 26,428 | 18,267,100 | 212,129,322.00 |
* Last updated at 4:11 p.m.
CEMIG’s Answer
Dear Ms. Ana Lucia Pereira,
Companhia Energética de Minas Gerais - CEMIG (“Cemig” or “Company”), in response to the Official Letter B3 1096/2022-SLS of October 03, 2022, through which you request information on any fact known by the Company about the latest fluctuations recorded in its shares, the increase in the number of trades, and the quantity traded, according to the tables above, hereby clarifies that it is not aware of any fact resulting from its activities or business that could cause fluctuations, which has not been duly disclosed by the Company, under the terms of the specific regulation, especially CVM Resolution 44/2021.
The Company reiterates its commitment to transparency and the best market disclosure practices.
Belo Horizonte, October 04, 2022.
Leonardo George de Magalhães
Chief Finance and Investor Relations Officer
7. Notice to the Market – Cemig GT was granted authorization by the ANEEL to start operations of Generating Units
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64 Company Registry (NIRE): 31.300.040.127
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“CEMIG” or “Company”), a publicly held company with shares traded on the stock exchanges of São Paulo, New York, and Madrid, and CEMIG GERAÇÃO E TRANSMISSÃO S.A. (“Cemig GT”), a publicly held company and a wholly-owned subsidiary of CEMIG, hereby inform the Brazilian Securities and Exchange Commission (CVM), B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and the market in general that Cemig Geração Poço Fundo, a wholly-owned subsidiary of Cemig GT and owner of the Poço Fundo SHPP (“SHPP”), was granted authorization by the National Electric Energy Agency (“ANEEL”) to start operations of the Generating Units #1 (“UG-01”) and #2 (“UG-02”) on September 29, 2022, and October 1, 2022, respectively.
Cemig GT was the winner of Auction A-4 held by ANEEL in June 2018, when it sold incremental energy resulting from the expansion of the Poço Fundo SHPP (from 9.16 MW to 30.00 MW and physical guarantee from 5.79 MW on average to 16.59 MW on average), with supply starting on January 01, 2023. Therefore, the Generating Unit’s start-up occurred around three months before the supply deadline defined in the Auction.
Investments were allocated based on internal capital return policies, whose profitability is compatible with the Company’s cost of capital for this type of project.
With the start-up of the Poço Fundo SHPP, Cemig GT reiterates its commitment to investing in renewable energy generation, in the Minas Gerais State, in line with the Company’s strategic planning.
Belo Horizonte, October 04, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer