Energy Co Of Parana SC TO-C, filed Apr 2, 2021
Energy Co Of Parana (ELPC)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
COMPANHIA PARANAENSE DE ENERGIA – COPEL
(Name of Subject Company (Issuer))
COMPANHIA PARANAENSE DE ENERGIA – COPEL
(Names of Filing Persons (Issuer))
| Preferred Class B Shares of Companhia Paranaense de Energia ‒ Copel, no par value per share (including in the form of American Depositary Shares) (Title of Class of Securities) |
N/A 20441B407 (CUSIP Number) |
Daniel Pimentel Slaviero
Rua Coronel Dulcídio, 800, 3rd floor – 80420.170 Curitiba, Paraná, Brazil
Tel: +55 41 3331 4011
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Nicolas Grabar
Cleary, Gottlieb, Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee | |
| Not applicable. | Not applicable. |
* No filing fee is required because the filing contains only preliminary communications made before the commencement of a tender offer.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form or Registration No.: N/A | Date Filed: N/A |
x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
o third party tender offer subject to Rule 14d-1.
x issuer tender offer subject to 13e-4.
x going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
EXPLANATORY NOTE
This Tender Offer Statement on Schedule TO relates to a possible offer by Companhia Paranaense de Energia ‒ Copel (“Copel” or the “Company”), a corporation (sociedade por ações) organized under the laws of the Federative Republic of Brazil, to convert all or a portion of the Company’s preferred class B shares (the “Shares”), without par value per share, to units, each representing four Shares and one common share of Copel (the “Units”), including Shares held in the form of American Depositary Shares representing such Units. The attached communications have been made public relating to the possible tender offer.
These materials are neither an offer to purchase nor a solicitation of an offer to sell any securities. Copel has not yet commenced a tender offer for the Shares. If required by applicable law and if the transactions described herein occur, Copel intends to file with the U.S. Securities and Exchange Commission a Tender Offer Statement and related materials on Schedule TO. Holders of the Shares and American Depositary Receipts representing the Shares are encouraged to read such documents carefully when they become available, and as they may be amended from time to time, before making any decision with respect to the potential offer, because they will contain important information. If and when filed, such documents will be available free of charge at the website of the U.S. Securities and Exchange Commission — www.sec.gov. In addition, if and when filed, Copel will provide copies of such documents free of charge to holders of the Shares.
2
EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 99.1 | Units Program Q&A for Companhia Paranaense de Energia – Copel, dated April 1, 2021 (English translation) |
3
Exhibit 99.1
UNITs Program
The window for converting Copel shares into UNITs will be opened from March 22 to April 20, 2021.
Preferred shareholders (CPLE6 shares) and/or common shareholders (CPLE3 shares) can convert such shares into UNITs during this period.
Each UNIT will be formed by one (1) common share (ON) and four (4) class B preferred shares (PNB). Accordingly, by requesting the conversion, each shareholder will have their shares grouped into UNITs.
The conversion of shares and formation of UNITs will only occur if there is a minimum adhesion of approximately 60% (sixty percent) of the shares in circulation. This condition is necessary to seek to ensure that the liquidity of the Company's shares will not be dispersed in another asset..
How to join the program
In order to join the program, contact your brokerage firm. In this contact with the brokerage firm, you should be informed of your intention to join Copel’s UNITs Program so that your request can be made, by the brokerage firm, with B3.
By joining the UNITs program, shareholders will have their CPLE3 and CPLE6 shares converted, as shown below:
Frequently asked questions
Do you have any other question? Check our FAQ session below, email us at ri@copel.com or call (41) 3331-4011.
What are UNITs?
· UNITs are share deposit certificates that represent a “package" of shares of more than one class. In the case of Copel, the UNITs will be formed by one common share (CPLE3) and four class B preferred shares (CPLE6).
· The UNITs grant their holders the same rights as those granted by individual shares of the same class. At Copel, the holders of one UNIT will have the same rights as those who separately hold one (1) common share and four (4) class B preferred shares.
Why did the Company propose a UNITs Program?
· The objective in forming UNITs is to concentrate the liquidity of different shares in a single asset, in order to making trading volume and liquidity higher than those of the shares composing them.
How can I join the UNITs program?
· In Brazil: in order to join the program and start holding UNITs, contact your brokerage firm and inform you intention to join Copel’s UNITs Program so that your request can be made with B3. If you do not have the contact information of your brokerage firm or if your brokerage firm does not respond to your request, you can access B3’s customer service at https://atendimento.b3.com.br/atendimento.
What will the price of the UNITs be?
· At the moment of conversion of the UNITs, their value will correspond to the sum of the prices of the shares composing them. In the case of Copel, it will be the sum of the market price of one common share (CPLE3) plus four class B preferred shares (CPLE6). After they start being traded UNITs on the stock exchange, their price will vary similarly to any other asset and the UNIT price may differ from the sum of the share prices.
What if I do not want to migrate to UNITs?
· You can choose to maintain your direct position in the shares currently held. They will continue to be listed on B3. To do this, you do not need to take any additional steps.
What are common shares?
· Common shares are those that grant their holders the right to vote at the Shareholders’ Meeting. This means that common shareholders can participate in the Company’s strategic decisions.
What are preferred shares?
· Preferred shares are those that do not grant their holders the right to vote in all matters of the Meeting. However, these shares entitle their holders preference to receive dividends and, in the case of Copel, they grant their holders the right to receive, at least, ten percent (10%) more dividends than what is attributed to each common share.