Corporate Restructuring            November 2007
Agenda  Corporate Restructuring  Light  PCP                            2
Agenda  Corporate Restructuring  Light  PCP                            3
Corporate Restructuring   •   Corporate Restructuring        •   Step # 1: Increase in the Controlling Interest of Equator...
1. Increase in the Controlling Interest ofEquatorial and CEMAR     On November 5, GP Energia and PCP Latin America Power F...
1. Increase in the Controlling Interest ofEquatorial and CEMAR         •     Current Structure                            ...
2. Merger of PCP Energia by Equatorial                                                     •   Structure of Interest in Li...
2. Merger of PCP Energia by Equatorial    On November 5, 2007, the Board of Directors of Equatorial approved the execution...
2. Merger of PCP Energia by Equatorial                      Structure after the Increase in Controlling Interest          ...
2. Merger of PCP Energia by Equatorial   Calculation of the Equity Value of Equatorial Energia and PCP Energia Participaçõ...
3. Listing on the Novo Mercado     After the merger, Equatorial shareholders will deliberate the following matters:      •...
3. Listing on the Novo Mercado                 Structure after Increase in Controlling Interest , Merger                  ...
Exchange Ratios Analysis          Exchange Ratios Analysis               LIGT3       EQTL11          Price per 1,000 Share...
Exchange Ratios Analysis              Light - Generation                  Scenario 1         Scenario 2              Assur...
Exchange Ratios AnalysisAnalysis w/ EQTL @11/26/07              LIGT3       EQTL11     Light - Distribution              S...
Post-Restructuring Strategy     Cemar and Light:    outstanding returns       Continue the restructuring process at Cemar ...
Corporate Restructuring   The main consequences of the proposed restructuring are:       •   elimination of geographical r...
Agenda  Corporate Restructuring  Light  PCP                            18
Light S.A. – Highlights                                                                                            Energy ...
Light S.A. – Ownership History   After a negative result in its 2003 tariff revision process and poor management, Light   ...
Light S.A. – Ownership Structure                                   21
Light S.A. – Distribution                                                         Distribution              2005    2006  ...
Light S.A. – Generation                                                        Generation                   2005    2006  ...
Light S.A. – Trading •   Through its subsidiary Light Esco, Light     acts as a trader and broker for free     consumers •...
Light S.A. – Financials              Net Revenue                                  Operating Costs                     (R$M...
Light S.A. – Financials                EBITDA                                  Net Income                (R$MM)           ...
Light S.A. – Financials                          Net Debt                              (R$MM)         4,223               ...
Light S.A. – Corporate Governance                                    28
Light S.A. – Value Creation                              •   New generation projects                              •   Rene...
Agenda  Corporate Restructuring  Light  PCP                            30
PCP – History     In 2001, Banco Pactual, the leading Brazilian investment bank, created a Principal     Investment Unit w...
PCP – Investment Structure                             • Fundamental and long-only strategy with more                     ...
PCP – Selected Investment Cases                 •   In 1995, Pactual participated in the privatization of Escelsa (disco f...
PCP – PDG Realty•   Investment company focused on Brazil’s real    estate market, managing direct and indirect    investme...
PCP – Why the Electricity Sector?      PCP has a long track record and remarkable expertise in the sector       • Electric...
Contact                           Carlos Piani                              CEO                          Leonardo Dias    ...
Disclaimer     This document may contain prospective statements, which are subject to risks and uncertainties, as they    ...
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Corporate restructuring

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Corporate restructuring

  1. 1. Corporate Restructuring November 2007
  2. 2. Agenda Corporate Restructuring Light PCP 2
  3. 3. Agenda Corporate Restructuring Light PCP 3
  4. 4. Corporate Restructuring • Corporate Restructuring • Step # 1: Increase in the Controlling Interest of Equatorial and CEMAR • Step # 2: Merger of PCP Energia by Equatorial • Step # 3: Listing on the Novo Mercado • Exchange Ratios Analysis • Post-Restructuring Strategy 4
  5. 5. 1. Increase in the Controlling Interest ofEquatorial and CEMAR On November 5, GP Energia and PCP Latin America Power Fund entered into an agreement to transfer the total ownership interest held by GP Energia in Equatorial Energia Holdings, LLC, a company that indirectly controls Equatorial and CEMAR, to PCP Latin America Power Fund The amount to be paid to GP Energia in reference to the transfer is R$203.8 million, implying a price of R$18.64/Unit The transaction is contingent upon the prior consent by ANEEL and will only be implemented if and when this consent is obtained On conclusion of the transaction, corporate control of Equatorial and CEMAR will be held solely by PCP Latin America Power Fund 5
  6. 6. 1. Increase in the Controlling Interest ofEquatorial and CEMAR • Current Structure • Structure after Increase in Controlling Interest PCP Latin America PCP Latin America GP Energia Brasil LP GP Energia Brasil LP PCP Latin America PCP Latin America Power Fund Limited Power Fund Limited Power Fund Limited Power Fund Limited 46.25% total 53.75% total 100% total Equatorial Energia Equatorial Energia Equatorial Energia Equatorial Energia Holdings, LLC Holdings, LLC Holdings, LLC Holdings, LLC 100% total 100% total Brasil Energia II LLC Brasil Energia LLC Brasil Energia II LLC Brasil Energia LLC Abroad Abroad 55.60% ON 55.60% ON 3.80% PN 3.80% PN 30.70% total Brazil 30.70% total Brazil Equatorial Energia Equatorial Energia Equatorial Energia Equatorial Energia S.A. S.A. S.A. S.A. 65.07% ON 65.07% ON 65.02% total 65.02% total CEMAR CEMAR CEMAR CEMAR 6
  7. 7. 2. Merger of PCP Energia by Equatorial • Structure of Interest in Light S.A. PCP Latin America PCP Latin America After the increase in controlling interest, Power Fund Limited Power Fund Limited PCP Latin America Power Fund will aim to 99.96% ON Abroad consolidate its investments in the energy 99.96 total Brazil sector PCP Energia PCP Energia Participações S.A. Participações S.A. The proposal is to merge PCP Energia by 25.00% ON Equatorial 25.00% total RME – Rio Minas RME – Rio Minas PCP Energia indirectly holds 13.06% of Energia S.A. Energia S.A. Light through RME and shares its corporate control through a shareholders’ 52.24% ON 52.24% total agreement Light S.A. Light S.A. 7
  8. 8. 2. Merger of PCP Energia by Equatorial On November 5, 2007, the Board of Directors of Equatorial approved the execution of a protocol establishing the terms and conditions for the merger of PCP Energia into Equatorial The protocol establishes an exchange ratio between Equatorial and PCP Energia shares based on the weighted average of the quoted value of Equatorial Units (EQTL11) and Light common shares (LIGT3) during the last 90 Bovespa trading sessions until November 5, 2007 The average price for EQTL11 was R$19.31/Unit and for LIGT3 was R$27.85/thousand shares, equivalent to an exchange ratio of 0.6934 Equatorial Unit per thousand Light common shares Equatorial will hire an independent specialized company to prepare an appraisal report of Equatorial and PCP Energia to provide additional information in regard to the value of the companies The merger will only be implemented upon the conclusion of the transfer of GP Energia’s interest to PCP Latin America Power Fund and the transaction’s approval by a general shareholders’ meeting, where holders of preferred shares will have the same voting rights as holders of common shares 8
  9. 9. 2. Merger of PCP Energia by Equatorial Structure after the Increase in Controlling Interest PCP Latin America PCP Latin America Power Fund Limited Power Fund Limited 100% total Equatorial Energia Equatorial Energia Holdings, LLC Holdings, LLC 100% total Brasil Energia II LLC Brasil Energia LLC Abroad 99.96% ON 55.60% ON 99.96 total 3.80% PN PCP Energia PCP Energia 30.70% total Brazil Participações S.A. Participações S.A. Equatorial Energia Equatorial Energia 25.00% ON S.A. S.A. 25.00% total RME – Rio Minas RME – Rio Minas Energia S.A. Energia S.A. 65.07% ON 65.02% total 52.24% ON 52.24% total Light S.A. Light S.A. CEMAR CEMAR 9
  10. 10. 2. Merger of PCP Energia by Equatorial Calculation of the Equity Value of Equatorial Energia and PCP Energia Participações PCP Energia Part. Stake(%) 25,0% Stake (R$) R$ 740.036.708,96 RME / Lidil Stake (%) 52,24% Stake (R$) R$ 2.960.146.835,85 EQTL11 (R$/Unit) LIGT3 (R$/000 shares) Weighted Average Price* R$ 19,31 (1) R$ 27,85 (2) Number of Units /Shares 66.218.483 203.462.739.012 Market Cap R$ 1.278.678.900,29 R$ 5.666.437.281,48 Implict Exchange Ratio (1)/(2) 0,6934 * 90 trading days Calculation of the Exchange Ratio between Equatorial Energia and PCP Energia Participações Equatorial Energia PCP Energia Part. Equity Value R$ 1.278.678.900,29 R$ 740.036.708,96 Number of shares 198.655.448 179.831.100 Price per Share R$ 6,44 (1) R$ 4,12 (2) Exhange Ratio (2)/(1) 0,6393 .50% Common Shares Issue 0,3197 .50% Preferred Shares Issue 0,3197 10
  11. 11. 3. Listing on the Novo Mercado After the merger, Equatorial shareholders will deliberate the following matters: • The conversion of all preferred shares into common shares in the proportion of 1 common share for each preferred share • A reverse stock split in the proportion of 1 common share for each 3 common shares • An amendment to the By-Laws in order to comply with the highest corporate governance standards • The listing of Equatorial shares on the Bovespa’s Novo Mercado The conversion of all preferred shares into common shares will not dilute those shares representing more than 50% of Equatorial’s voting capital. These shares shall continue to be held by a single shareholder 11
  12. 12. 3. Listing on the Novo Mercado Structure after Increase in Controlling Interest , Merger of PCP Energia and Listing on the Novo Mercado PCP Latin America PCP Latin America Power Fund Limited Power Fund Limited 100% total Brasil Energia II LLC Brasil Energia LLC Abroad 56.1% ON 56.1% total Brazil Equatorial Energia Equatorial Energia S.A. S.A. 25.00% ON 25.00% total RME – Rio Minas RME – Rio Minas Energia S.A. Energia S.A. 65.07% ON 65.02% total 52.24% ON 52.24% total Light S.A. Light S.A. CEMAR CEMAR 12
  13. 13. Exchange Ratios Analysis Exchange Ratios Analysis LIGT3 EQTL11 Price per 1,000 Shares/Unit 27.85 19.31 # Units / Shares 203,462,739,012 66,218,483 Equity Value (R$MM) 5,666 1,279 Gross Debt 1,776 474 Cash (559) (325) Net Debt 1,217 149 Pension Fund Debt 873 Net Regulatory Asset (363) (58) Adj. Net Debt 1,727 91 Firm Value (FV) 7,393 1,370 EBITDA (TTM) 1,398 243 Adj. EBITDA (TTM) 1,235 243 FV/EBITDA 5.3 5.6 FV/Adj. EBITDA 6.0 5.6 Billed Volume (TTM MWh) 18,465 3,080 FV/MWh (R$/MWh) 400 445 13
  14. 14. Exchange Ratios Analysis Light - Generation Scenario 1 Scenario 2 Assured Capacity (MW) 537 537 FV/MW Ass. (R$ 000 s) 2,500 4,500 Firm Value (R$MM) 1,343 2,417 (--) Net Debt (R$MM) - - (=) Equity Value (R$MM) 1,343 2,417 # Shares 203,462,739,012 203,462,739,012 Price/1,000 Shares (R$) 6.60 11.88 Light - Distribution Scenario 1 Scenario 2 Price per 1,000 Shares 21.25 15.97 # Shares 203,462,739,012 203,462,739,012 Equity Value (R$MM) 4,324 3,250 Gross Debt (R$MM) 1,776 1,776 Cash (R$MM) (559) (559) Net Debt (R$MM) 1,217 1,217 Pension Fund Debt (R$MM) 873 873 Net Regulatory Asset (R$MM) (363) (363) Adj. Net Debt (R$MM) 1,727 1,727 Firm Value (FV) (R$MM) 6,051 4,977 EBITDA (TTM) (R$MM) 1,227 1,227 Adj. EBITDA (TTM) (R$MM) 1,064 1,064 FV/EBITDA (x) 4.9 4.1 FV/Adj. EBITDA (x) 5.7 4.7 Billed Volume (TTM MWh) 18,465 18,465 FV/MWh (R$/MWh) 328 270 14
  15. 15. Exchange Ratios AnalysisAnalysis w/ EQTL @11/26/07 LIGT3 EQTL11 Light - Distribution Scenario 1 Scenario 2Exchange Ratio 0.6934Price per 1,000 Shares/Unit 23.03 15.97 Price per 1,000 Shares/Unit 16.43 11.15# Shares / Units 203,462,739,012 66,218,483 # Shares 203,462,739,012 203,462,739,012Equity Value (R$MM) 4,686 1,058 Equity Value (R$MM) 3,344 2,270Gross Debt (R$MM) 1,776 474 Gross Debt (R$MM) 1,776 1,776Cash (R$MM) (559) (325) Cash (R$MM) (559) (559)Net Debt (R$MM) 1,217 149 Net Debt (R$MM) 1,217 1,217Pension Fund Debt (R$MM) 873 Pension Fund Debt (R$MM) 873 873Net Regulatory Asset (R$MM) (363) (58) Net Regulatory Asset (R$MM) (363) (363)Adj. Net Debt (R$MM) 1,727 91 Adj. Net Debt (R$MM) 1,727 1,727Firm Value (FV) (R$MM) 6,413 1,149 Firm Value (FV) (R$MM) 5,071 3,997EBITDA (TTM) 1,398 243 EBITDA (TTM) 1,227 1,227Adj. EBITDA (TTM) 1,235 243 Adj. EBITDA (TTM) 1,064 1,064FV/EBITDA (x) 4.6 4.7 FV/EBITDA (x) 4.1 3.3FV/Adj. EBITDA (x) 5.2 4.7 FV/Adj. EBITDA (x) 4.8 3.8Billed Volume (TTM MWh) 18,465 3,080 Billed Volume (TTM MWh) 18,465 18,465FV/MWh (R$/MWh) 347 373 FV/MWh (R$/MWh) 275 216 15
  16. 16. Post-Restructuring Strategy Cemar and Light: outstanding returns Continue the restructuring process at Cemar and Light through above-average aiming to capture additional efficiency gains, decrease operational and financial operating expenses and reduce commercial losses performance Acquisition of control, independently or jointly Consolidation of distributors in Brazil and Add value through operational and financial in Latin America restructuring, synergy gains and reduced energy losses Heavy investments in generation will be required over Investments in the next years in Brazil Generation and Transmission This scenario will generate attractive investment and co-investment opportunities for Equatorial 16
  17. 17. Corporate Restructuring The main consequences of the proposed restructuring are: • elimination of geographical restrictions on Equatorial’s growth strategy • exchange of best practices between the controlled companies • better governance standards through listing on the Novo Mercado • concentration of the controlling shareholder’s energy sector investments in a single asset 17
  18. 18. Agenda Corporate Restructuring Light PCP 18
  19. 19. Light S.A. – Highlights Energy Sales – 9M07 (Captive) Others Residential 17.5% 40.2% RR AP AM MA CE PA RN PB AC PI PE Commercial RO TO SE AL 31.3% Industrial MT BA 10.9% DF GO 13,753 GWh MG MS ES SP RJ EBITDA by Segment – 9M07 PR Trading SC Generation 0.3% RS 11.8% Holding with presence in distribution, generation and trading 3rd largest distributor in Brazil in terms of energy sales* Distribution 4th largest customer base in Brazil* 87.9% Plants with 852 MW of installed capacity Over R$6 billion in gross revenue in the 9M07 R$1,032 Million Source: ABRADEE and Light; * 2006 19
  20. 20. Light S.A. – Ownership History After a negative result in its 2003 tariff revision process and poor management, Light became insolvent and was forced to renegotiate its debt with creditors In March 2006, a consortium formed by PCP, Cemig, AG Concessões and Luce Fund (RME) won a competitive bidding process for the acquisition of a controlling stake at Light The consortium acquired 79.39% of Light’s total and voting capital for US$320 MM After fulfilling a series of prerequisites, including the approval of regulatory authorities in Brazil and France, the consortium effectively took over the company in August 2006 20
  21. 21. Light S.A. – Ownership Structure 21
  22. 22. Light S.A. – Distribution Distribution 2005 2006 9M07• 3.8 million customers in 31 municipalities in Net Revenues (R$ MM) 4.875 5.212 3.742 Rio de Janeiro, covering 25% of the state PMSO (R$MM) 511 588 425 Provisions (R$MM) 479 732 237 with total coverage area of 10,970 km² EBITDA (R$MM) 751 599 911• Energy sales reached 18,324 GWh in the last Consumers Avg. (000s) 3.732 3.788 3.828 12 months ended September 2007, and PMSO (R$) / Consumer 137 155 111 accounted for approximately 75% of all EBITDA (R$) / Consumer 201 158 238 electricity consumed in the state• Service quality among the highest in Brazil. In the LTM, FEC index reached 6.24x and DEC index 8.38h• Collection rate improved significantly after the change in control, increasing from 91% in the 3Q06 to 99% in the 3Q07• Energy losses represent a challenge in the concession area, at 26.5% in the 3Q07• Tariff readjustments occur every November, with next tariff revision expected in November 2008 22
  23. 23. Light S.A. – Generation Generation 2005 2006 9M07 Net Revenues (R$ MM) 20 253 197• Light owns and operates 5 hydro power PMSO (R$MM) 3 41 29 plants and two water pumping stations Provisions (R$MM) - 6 - EBITDA (R$MM) 14 147 122• The 5 plants are located in three generation Assured Capacity (MW Avg.) 537 537 537 regions: Santa Branca, Lages and Ilha dos Pombos EBITDA / Assured Cap. (kw) 26 274 227• Total installed capacity of 852 MW, for assured energy of 537 MW• Light Generation has average contract selling price of R$60/MWh, with the bulk of contracts expiring in 2012 and 2013• 3 new hydro power plants currently being developed: SHP Paracambi (25 MW installed capacity) and SHP Lages in the Lages complex and HPP Itaocara on the Paraíba do Sul River (195 MW installed capacity) 23
  24. 24. Light S.A. – Trading • Through its subsidiary Light Esco, Light acts as a trader and broker for free consumers • In its trading activities, Light has 19 clients with total energy sales of Trading 2005 2006 9M07 278 GWh in the 9M07 Net Revenues (R$ MM) - - 24 PMSO (R$MM) - - 8 Provisions (R$MM) - - - • Clients include Unilever and InBev EBITDA (R$MM) - - 3 • As a broker, Light has 9 clients and traded 892 GWh in the 9M07 • Over 10 clients, including TV Globo and Gerdau Steel 24
  25. 25. Light S.A. – Financials Net Revenue Operating Costs (R$MM) (R$MM) CAGR 6.4% 4.534 CAGR 9.3% 4.268 4,443 1,643 5,423 1,381 5,335 4,886 3,543 - 16% 4,084 2,891 2,887 2004 2005 2006 LTM07 2004 2005 2006 LTM07 Non-Manageable Manageable 25
  26. 26. Light S.A. – Financials EBITDA Net Income (R$MM) (R$MM) CAGR 18.6% 1,398 942 838 765 738 243 (98) (150) 2004 2005 2006 LTM07 2004 2005 2006 LTM07 26
  27. 27. Light S.A. – Financials Net Debt (R$MM) 4,223 -71.2% Rated 3,147 Investment Grade 2,540 (S&P) brA- 1,217 2004 2005 2006 SEP07 Short Term Foreign 8% Currency 9% Long Term Local 92% Currency 91% 27
  28. 28. Light S.A. – Corporate Governance 28
  29. 29. Light S.A. – Value Creation • New generation projects • Renewal of initial energy contracts Growth • Energy trading • Significant investment in Rio de Janeiro state • Cost cutting Efficiency • Loss prevention strategy • Increase in collection rates Gains • Outsourcing of all non-core activities • Sale of non-core assets Return for • Strong cash flow generation Shareholders • Dividend distribution policy Commitment to • Improve customer relationships the Future • Recovery of Light’s institutional image 29
  30. 30. Agenda Corporate Restructuring Light PCP 30
  31. 31. PCP – History In 2001, Banco Pactual, the leading Brazilian investment bank, created a Principal Investment Unit with the objective of managing the partnership’s excess capital and diversifying its investments In 2006, with the sale of Banco Pactual to UBS, part of the proceeds from the sale was reinvested in the Principal Investment Unit, which was renamed UBS Pactual Alternative Investments Today, UBS Pactual Alternative Investments manages the capital of Pactual’s former partners through a major fund of funds named PCP, which invests in Brazil and abroad in specific funds based on various investment strategies Today, PCP has over US$3 billion under management with investments in fund-of- funds, hedge-funds, public equities, private equity and real estate 31
  32. 32. PCP – Investment Structure • Fundamental and long-only strategy with more than R$250 million invested (October 2007) • Acquisition of control or shared control of private and public companies • Investments made through PCP’s associated company PDG Realty 32
  33. 33. PCP – Selected Investment Cases • In 1995, Pactual participated in the privatization of Escelsa (disco for Espirito Santo state), the first privatization in Brazil’s electricity sector, through Iven, a Iven company controlled by financial and institutional investors. In 1996, Escelsa acquired Enersul, disco for Mato Grosso do Sul state. In 1999, the investment at Iven was sold to the Portuguese group EDP • In March 2006, PCP invested R$87.5 million in Equatorial Energia, the controlling Equatorial shareholder of Cemar, the disco for Maranhão state, and obtained shared control Energia together with GP Investments. In May 2006, Equatorial Energia went public • In March 2006, a consortium formed by PCP, Cemig, Andrade Gutierrez Concessões and Luce Fund won a competitive bidding process for the Light acquisition of a controlling stake in Light S.A., an energy holding company with generation, distribution and trading activities • PCP started to participate in real estate developments in 2002. In January 2007, PDG Realty PDG Realty concluded its IPO and formally became PCP’s real estate arm. PDG Realty concentrates all present and future PCP investments in the sector 33
  34. 34. PCP – PDG Realty• Investment company focused on Brazil’s real estate market, managing direct and indirect investments in real estate developments through its subsidiaries• One of the largest real estate developers on the BOVESPA, with market capitalization over R$3.6 billion. One of the largest companies in Brazil’s residential real estate development industry, with focus on mid-low segment• As of September 2007, participated in the launch of more than 100 real estate developments• Raised R$630 million through an IPO in January 2007, and R$500 million through a follow-on offering in October 2007• Management mostly former partners in Pactual, with vast experience in the real estate, private equity and corporate finance industries• FIP PDG I, a private equity fund controlled indirectly by PCP, currently owns 46.5% of the Company (interest worth more than R$1.4 billion) 34
  35. 35. PCP – Why the Electricity Sector? PCP has a long track record and remarkable expertise in the sector • Electricity sector in Brazil is complex and heavily regulated • Sector in which leverage on this expertise is highly valuable Sector still highly fragmented • Sector expected to consolidate, with fewer players • PCP’s ability to evaluate and quickly exploit opportunities with very rigid capital discipline is key in this scenario Leveraged on economic growth Distribution well suited for implementing PCP’s rigid cost discipline and financial skills • Regulated sector where companies compete against a “reference company” • Competition in sales and purchase price is limited • Optimal capital structure key to enhancing returns 35
  36. 36. Contact Carlos Piani CEO Leonardo Dias CFO and IRO Phone 1: +55 98 3217 2123 Phone 2: +55 98 3217 2113 E-mail: ir@equatorialenergia.com.br Website: http://www.equatorialenergia.com.br/ir 36
  37. 37. Disclaimer This document may contain prospective statements, which are subject to risks and uncertainties, as they were based on the expectations of Company’s management and on available information. These prospects include statements concerning the Company’s current intensions or expectations for our clients; this presentation will also be available on our website www.equatorialenergia.com.br/ir and also in the IPE system at the Brazilian Security Exchange Commission – CVM. Forward-looking statements refer to future events which may or may not occur. Our future financial situation, operating results, market share and competitive positioning may differ substantially from those expressed or suggested by said forward-looking statements. Many factors and values that can establish these results are outside Company’s control or expectation. The reader/investor is prevented not to completely rely on the information above. The words “believe", “can", “predict", “estimate", “continue", “anticipate", “intend", “forecast" and similar words, are intended to identify affirmations. Such estimates refer only to the date in which they were expressed, therefore Company has no obligation to update said statements. This presentation does not consist of offering, invitation or request of subscription offer or purchase of any marketable securities. And, this statement or any other information herein, does not consist of a contract base or commitment of any kind. 37

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