Itau Unibanco Holding S.A 6-K, filed Nov 4, 2020
Itau Unibanco Holding S.A. (ITUB)
About this 6-K
Itau Unibanco Holding S.A filed this 6-K on November 4, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November, 2020
Commission File Number: 001-15276
Itaú Unibanco Holding S.A.
(Exact name of registrant as specified in its charter)
Itaú Unibanco Holding S.A.
(Translation of Registrant’s Name into English)
Praça Alfredo Egydio de Souza Aranha, 100-Torre Conceicao
CEP 04344-902 São Paulo, SP, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ 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):
Yes ☐ No ☒
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):
Yes ☐ No ☒
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
82–
EXHIBIT INDEX
99.1 - MATERIAL FACT - THE FUTURE OF ITS INVESTMENT IN XP INC.
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.
Date: November 4, 2020.
| Itaú Unibanco Holding S.A | ||||
| By: | /s/ Alexsandro Broedel | |||
| Name: | Alexsandro Broedel | |||
| Title: | Group Executive Finance Director and Head of Investor Relations | |||
| By: | /s/ Milton Maluhy Filho | |||
| Name: | Milton Maluhy Filho | |||
| Title: | Chief Financial Officer | |||
1
Exhibit 99.1
ITAU UNIBANCO HOLDING S.A.
CNPJ 60.872.504/0001-23
A Publicly-Held Company NIRE 35300010230
MATERIAL FACT
Itau Unibanco Holding
SA (“Itau Unibanco” or “Company”) informs its shareholders and the market in general that it has been holding internal discussions about the future of its investment in XP Inc. (“XP”), a company based in the Cayman
Islands and listed on Nasdaq. In this context, the Company informs it is at an advanced stage of analyzing and discussing the possibility of segregating this business line from the Itau Unibanco conglomerate into a new company (“Newco”),
by spinning-of companies from the forementioned conglomerate with part of its equity, represented by shares which are equivalent of 41.05% of XP’s capital, into Newco. After the spin-off, Itau
Unibanco’s shareholders would receive an equity interest in Newco, whose only asset would be the business line represented by these shares of XP. Newco would be listed on the stock exchange and would become part of the XP Shareholders’
Agreement. If the Company finally decides to move forward with this plan, it would not take place before December 31, 2020.
This study also provides for the
possibility of selling the remainder of the shares issued by XP held by Itau Unibanco, corresponding to 5% of XP’s share capital, in order to monetize part of its investment, which would generate an increase in the Basel III Common Equity Tier
I Capital. Such sale, if completed, and depending on the applicable market conditions, would be implemented through one or more public offers on Nasdaq or any other stock exchange on which XP has its shares or depositary receipts listed.
These transactions still depend on the approval of the Company’s Board of Directors, which will assess in detail the applicable conditions and their respective effects. Any
new decision, negotiation or transaction related to the Company’s stake in XP will be promptly communicated to the market, as established in Itau Unibanco’s Material Fact Disclosure Policy and in the Brazilian Exchange Commission (CVM)
Instruction No. 358/02.
Sao Paulo, November 3, 2020.
ALEXSANDRO BROEDEL
Group Executive Finance Director and Head of Investor Relations