LPS Brasil - Consultoria de Imoveis SA : Material Fact - Acquisition of Additional Stock in Controlled Company
April 30, 2013 at 09:10 am
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MATERIAL FACT
São Paulo, April 29, 2013 - LPS Brasil (BM&FBOVESPA: LPSB3), a publicly held company, headquartered in the city of São Paulo, São Paulo State, at Rua Estados Unidos, nº 1.971, pursuant to CVM Instruction 358/2002, according to its corporate strategy, hereby informs the shareholders and the public that:
The company executed an agreement for the acquisition of 29% additional stake of the capital stock of Itaplan Brasil Consultoria de Imóveis S.A. and A.T.I. Brasil Serviços e Documentação S.A. (both "Itaplan"), headquartered in the city of São Paulo, SP, and anticipation of the two earnouts remaining installments for the acquisition of the starting 51%. With that, LPS Brasil now owns 80% of Itaplan's capital stock.
For the acquisition of 29% additional stake, the company has used its call option ("call") totaling R$ 1,975,523.48 (one million, nine hundred and seventy-five thousand, five hundred and twenty-three reais and forty eight centavos). The call option calculation has observed the sum of Itaplan's net profit on the past nineteen months, between September 2011, month of Itaplan's acquisition, and March 2013, being that on the twelve-month average of this net profit was considered, approximately, a multiple of 4 times.
The value of the two remaining earnouts installments predicted for the acquisition of 51% totaled R$ 1,505,577.25 (one million, five hundred and five thousand, five hundred and seventy-seven reais and twenty-five centavos). The calculation for the payment of the two remaining installments has considered Itaplan's net profit on the past nineteen months, between September 2011 and March 2013, being that on the twelve-month average of this net profit was considered, approximately, a multiple of 4 times.
The executive director in charge of the operation will be Cyro Naufel Filho, who since 2004 holds the position of Lopes São Paulo's Key Account Director. Cyro holds a bachelor degree in Civil Engineering at USP (Universidade de São Paulo), with post-graduation in Business Administration at Fundação Getúlio Vargas (FGV) and has over 20 years of experience in the real estate market.
The increase of LPS's stake in Itaplan has as objectives strength its commercial area, who now will be under management of and executive appointed by LPS, and increase its market-share in the primary market in São Paulo's Metropolitan Area. Itaplan brand will keep acting independently in line with LPS Brasil's corporate strategy.
LPS Brasil's objective with this transaction is to reach over R$ 1 billion of transactions closed in 12 months.
It was maintained the purchase option granted by Itaplan's founding shareholder to LPS, for acquisition of the remaining 20% capital stock. The exercise price for the purchase option is 6 times the audited net profit of the last 12 months before the purchase option's period, being the result multiplied by the shareholder's acquired percentage, allowing it to be exercised by LPS at any moment after 29 months from the present date.
For more information, please contact our investor relations team.
LPS Brasil - Consultoria de Imoveis SA (LPS Brasil) is a Brazil-based company engaged in the provision of real estate services. The Companyâs main activities include intermediation services in purchase and sale of real estate properties, real estate consultancy and technical advice. The Company is also involved in the operation and promotion of financial products and services in the real estate market. LPS Brasil divides its business into three sectors: Primary Market, engaged in the sale of new properties; Secondary Market, active in the resale of real estate, and Financing Promotion, involved in the promotion and provision of financial products and services related to the real estate brokerage. As of December 31, 2011, its subsidiaries included LPS Minas Gerais Consultoria de Imoveis Ltda, LPS Eduardo, EBC - Solucoes Imobiliarias Ltda, Habitcasa Consultoria de Imoveis Ltda, and Pronto Erwin Maack Consultoria de Imoveis SA, among others.