The Company’s shares are listed for trading in the Bovespa under the symbol “CCPR3”. SYN has entered into an agreement with the Bovespa to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.
Each share in the Company grants the respective holder the right to a vote at the annual and extraordinary general meetings of the Company. Pursuant to the Company’s Bylaws and the Regulations of the Novo Mercado listing segment, SYN may not issue shares that do not grant holders the right to vote or that restrict voting rights in any way.
Furthermore, pursuant to the Company’s Bylaws and to Brazilian Corporate Law, holders of shares in SYN have the right to receive dividends or other distributions carried out related to the shares, in the proportion of their interests in the Company’s total capital stock.
In the case of the winding-up of the Company, holders of the common shares have the right to receive capital, in the proportion of the shares held, following the fulfillment of all of the obligations of SYN. Shareholders also hold the right of first-refusal in any subscription of new common shares issued by the Company, except in specific situations provided for by Brazilian Corporate Law.
Pursuant to Brazilian Corporate Law, the Bylaws of SYN and the resolutions adopted by the Company’s shareholders at the general meetings of shareholders may not deny shareholders any of the following rights:
- the right to participate in the distribution of profits;
- the right to participate, in the proportion of the shareholder’s interest in the capital stock of SYN, in the distribution of any remaining assets in the event of the winding-up of the Company;
- the right of first refusal in the subscription of shares, debentures convertible into shares or warrants, except in certain circumstances provided for by Brazilian Corporate Law;
- the right to oversee, as provided for by Brazilian Corporate Law, the management of the company’s business; and
- the right to withdraw from the Company in the cases provided for by Brazilian Corporate Law.
Each purchaser of SYN common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- the purchaser: (i) is a qualified institutional buyer and is aware that the sale of SYN common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- in making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
- SYN common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including SYN shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to SYN shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
–appoint representative in Brazil, with powers to perform actions relating to its investment;
–appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
–through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
All SYN’s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (www.syn.com.br).
Complete financial statements are published annually on the newspapers “Diário Oficial do Estado de São Paulo” and “Valor Econômico”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of SYN’s website (www.syn.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.b3.com.br) and at the Securities and Exchange Commission of Brazil – CVM (www.cvm.gov.br).
From time to time, SYN discloses so-called non-GAAP financial measures, primarily EBITDA. EBITDA represents profit (loss) before income and social contribution tax for the fiscal year or period, excluding the effects of the financial result, depreciation and amortization, including amortization of goodwill. EBITDA is not Brazilian or the U.S. GAAP measurement, does not represent cash flows for the periods presented and should not be considered alternatives to net income as an indicator of SYN’s operating performance or as an alternative to cash flows as an indicator of liquidity. EBITDA does not have a standardized meaning and SYN’s definition of EBITDA may not be comparable to EBITDA as used by other companies.
Although the EBITDA does not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, SYN management uses EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.