Wilson Sons
Intention of Corporate Restructuring
May 2021
Forward-looking
statements
This presentation contains statements that may constitute forward-looking statements. Such statements are subject to risks and uncertainties as various factors, many of which are beyond the control of Wilson Sons, may cause actual developments and results to differ materially from the expectations contained in this presentation. Management's beliefs and assumptions may or may not prove to be correct and there can be no assurance that any estimates, targets or projections are attainable or will be realized, and actual results may vary materially, including the possibility that an investor may lose some or all of its invested capital. These statements are not guarantees of future performance and undue reliance should not be placed on them. The information contained herein has been compiled on a preliminary basis, and there is no obligation to update any of the information.
The Company's operating and financial results, as presented on the following slides, were prepared in accordance with the International Financial Reporting Standards (IFRS), except as otherwise expressly indicated. The independent auditor's report is an integral part of the Company's condensed consolidated financial statements.
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Presenters
Cezar Baião | Fernando Salek | Fabrícia Souza | Michael Connell |
Deputy Chairman of the | CEO | CFO | Investor Relations Officer |
Board of Directors | & Head of Treasury | ||
▪ 27+ years working at | ▪ Joined Wilson Sons in | ▪ Joined Wilson Sons in | ▪ 10+ years working at |
Wilson Sons | 2016 | 2021 | Wilson Sons |
▪ Served as CEO of the | ▪ Served as CFO for the | ▪ Former CFO of MRS | ▪ Former Finance Director |
Brazilian operations for | previous 5 years | Logística | of BAA Lynton Ltd |
20 years | ▪ Former Vice President | ▪ Solid experience in C- | ▪ Solid experience in |
▪ Board Member of | of Corporate Finance at | Level roles for capital- | corporate finance and |
ABRATEC and CIRJ | BHP Billiton | intensive companies | global infrastructure |
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Proposed Restructuring
Highlights of the Proposed Restructuring
Proposed
Restructuring
Restructuring
Benefits
- Wilson Sons Limited ("WSL") is currently headquartered in Bermuda with a sponsored programme of Brazilian Depositary Receipts ("BDRs") traded on B3(1).
- The Proposed Restructuring consists of (i) the downstream merger of WSL into its controlled subsidiary Wilson Sons Holdings Brasil S/A ("WSSA"), as well as (ii) the listing of WSSA on B3's Novo Mercado segment(2).
- The Proposed Restructuring does not imply the dilution of current WSL shareholders or BDR holders. WSSA shares will be directly owned by all former WSL share / BDR holders.
- The Proposed Restructuring is subject to the approval of the Bermudan Ministry of Finance, B3, CVM and the shareholders.
- Simplification of the corporate structure.
- Proposed Restructuring may potentially unlock value for all shareholders considering:
- Increase in stock liquidity.
- Strong corporate governance seal with the Novo Mercado listing.
- Opportunity to join the main Brazilian and LatAm stock market indexes.
- Wilson Sons is likely to increase its shareholder base by accessing several institutional investors that are currently restricted to invest in BDRs.
- The new simplified corporate structure will likely facilitate access to capital markets.
Notes: (1) B3 stands for B3 S.A. - Brasil, Bolsa, Balcão, also known as the Brazilian Stock Exchange; (2) Novo Mercado is the highest level of corporate governance for listing segments on B3. | 5 |
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Wilson Sons Ltd. published this content on 21 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2021 20:16:00 UTC.