Material Fact – Request for registration of an offering, for primary and secondary distribution, of common shares issued by Movida Participações S.A.


Mogi das Cruzes,November 30, 2016 – JSL S.A. (BM&FBOVESPA: JSLG3 and Level I ADR: JSLGY)

in accordance with Instruction 358 of the Brazilian Securities and Exchange Commission (“CVM”), of January 3, 2002, as amended, CVM Instruction 400, of December 29, 2003, as amended (“CVM Instruction 400”), and paragraph 4 of Article 157 of Law 6,404, of December 15, 1976, as amended, hereby informs its shareholders and the market in general that it was presented today a request for registration of an offering, for primary and secondary distribution, of common shares issued by Movida Participações S.A. (“Movida”), a Company subsidiary, to be held in Brazil, on an over-the-counter (OTC) market, pursuant to CVM Instruction 400 and other legal provisions, under the coordination of financial institutions participating in the securities distribution system, also with placement efforts abroad (“Offering”).

The Offering was approved at Movida’s Extraordinary Shareholders’ Meeting held today, jointly with the submission of the request for Movida’s adherence to the Novo Mercado special listing segment of the &FBOVESPA S.A. – Securities, Commodities and Futures Exchange.

The Company’s participation in the Offering, through the sale of shares issued by Movida and held thereby, was also approved today at the Company‘s Board of Directors‘ Meeting. The Company’s Board of Directors will opportunely establish: (a) the number of shares to be sold by under the scope of the Offering; and (b) the sale price of the shares, as agreed upon on the Offering pricing date, after verifying the result of the bookbuilding procedure with institutional investors, to be held in Brazil and abroad, in accordance with the provisions in Article 44 of CVM Instruction 400. The Offering is subject to market conditions and the granting of the registrations by the CVM.

Given the need to align Movida’s guidance disclosure policy to the procedures adopted by its independent auditors and other consultants in the scope of the Offering, Movida’s administrators decided to discontinue the disclosure of the financial estimates (guidance) previously presented in its Reference Form. In this same line, and considering that the estimates presented by the Company included data of its subsidiary Movida, the Company’s administrators also decided to discontinue the disclosure of the financial estimates (guidance) previously presented in its Reference Form. Any considerations regarding the forward-looking statements and estimates related to the plans, expectations regarding future events, strategies and financial trends that affect the Company’s activities, including any type of guidance, which involves risks and uncertainties and, therefore, is not an indication or guarantee of future results, should not be considered by investors to support their investment decision regarding the Offering.

The Company will keep the market informed of any developments related to the Offering.

This material fact is for informational purposes only, under legislation in force, and should not be considered an announcement of a share offering. The Offering will not be registered in any capital market agency or regulating body in any other country other than in Brazil, before the CVM

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