SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the month of
February 2021
(Commission File
No. 001-32221)
GOL LINHAS AÉREAS
INTELIGENTES S.A.
(Exact name of registrant
as specified in its charter)
GOL INTELLIGENT
AIRLINES INC.
(Translation of
registrant’s name into English)
Praça Comandante
Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of registrant’s
principal executive offices)
Indicate by check mark
whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check
mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
|
|
Material Fact - Information about the Corporate
Reorganization
|
São
Paulo, February 12, 2021 – GOL Linhas Aéreas Inteligentes S.A. (“GOL”) (NYSE: GOL and B3: GOLL4),
Brazil’s #1 domestic airline, pursuant to paragraph 4 of Article 157 of Law No. 6,404, dated December 15, 1976, as amended
(“Brazilian Corporate Law”), CVM Instruction No. 358/2002 (“ICVM 358”) and CVM Instruction
No. 565/2014 (“ICVM 565”), hereby inform that, on the date hereof, a shareholders’ meeting has been
called to pass a resolution on the corporate reorganization (disclosed in GOL’s material facts dated December 7, 2020 and
January 18, 2021), as detailed below (“Reorganization”).
1. COMPANIES INVOLVED IN THE TRANSACTION
AND THEIR ACTIVITIES
1.1. GOL
(a) Identification. GOL Linhas
Aéreas Inteligentes S.A., a publicly-held company headquartered in the city of São Paulo, state of São Paulo,
at Praça Comandante Lineu Gomes, S/N, Portaria 3, Jardim Aeroporto, 04626-020, enrolled with the Corporate Taxpayers’
Registry (CNPJ/MF) under No. 06.164.253/0001-87.
(b) Activities. GOL’s
main corporate purpose is to exercise control over GOL Linhas Aéreas S.A. (“GLA”), whose main activities are
air passenger, cargo or mail transportation, services in Brazil and abroad. Additionally, GOL also holds control over SMILES, whose
main activity is the management of the SMILES Program, a coalition program.
1.2. SMILES
(a) Identification. Smiles
Fidelidade S.A., a publicly-held company headquartered in the city of Barueri, state of São Paulo, at Alameda Rio Negro,
585, Edifício Padauiri, Bloco B, 2nd floor, suites 21 and 22, Alphaville, 06454-000, enrolled with the Corporate Taxpayers’
Registry (CNPJ/MF) under No. 05.730.375/0001-20.
(b) Activities. SMILES’s
main corporate purpose is to manage SMILES Program, a coalition program. SMILES’s business model is based on the development
of a “pure” coalition program, comprising a single platform for the accrual and redemption of mileage, through a wide
network of commercial and financial partners; SMILES’s main commercial partner is GLA.
1.3. GLA
(a) Identification. GOL Linhas
Aéreas S.A., a privately-held company headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Praça
Senador Salgado Filho, S/N, Aeroporto Santos Dumont, ground floor, public area, between hubs 46-48/O-P, Back Office Management
Room, 20021-340, enrolled with the Corporate Taxpayers’ Registry (CNPJ/MF) under No. 07.575.651/0001-59.
(b) Activities. GLA’s
main activities are air passenger, cargo or mail transportation, services in Brazil and abroad, and other connected, related or
complementary air transportation activities, including, for example, passenger freight, own and third-party aircraft maintenance
and repair services, and aircraft hangar services.
2. DESCRIPTION AND PURPOSE OF THE TRANSACTION
2.1. Description.
The Reorganization includes the following
steps, which will be implemented simultaneously and interdependently, whose completion will be subject to the applicable corporate
approvals and the approval of the majority of holders of SMILES outstanding shares:
1
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
|
(i)
|
merger of SMILES common shares
by GLA, for their market value, with GLA’s issuance of common shares (“GLA Common Shares”), redeemable
class B preferred shares (“GLA Redeemable Class B Preferred Shares”) and redeemable class C preferred shares
(“GLA Redeemable Class C Preferred Shares,” together with the GLA Redeemable Class B Preferred Shares, “GLA
Redeemable Preferred Shares”) to SMILES shareholders (“Merger of SMILES Shares”);
|
|
(ii)
|
merger of GLA shares by GOL,
for their economic value, with GOL’s issuance of GOL preferred shares (“GOL Preferred Shares”), redeemable
class B preferred shares (“GOL Redeemable Class B Preferred Shares”) and redeemable class C preferred shares
(“GOL Redeemable Class C Preferred Shares,” together with the GOL Redeemable Class B Preferred Shares, “GOL
Redeemable Preferred Shares”) to GLA shareholders (“Merger of GOL Shares”); and
|
|
(iii)
|
redemption of GLA Redeemable
Preferred Shares and GOL Redeemable Preferred Shares, with payment in cash based on the redemption of GOL Redeemable Preferred
Shares to SMILES shareholders to be made on the Date of Settlement (“Redemption”).
|
GOL clarifies that adjustments have been
made in the structure described in the Material Fact disclosed on December 7, 2020, notably in relation to: the establishment of
only two exchange ratios, as described in item 4 below. However, the financial conditions previously announced have been fully
maintained, particularly with regard to the implicit exchange ratio on which the proposal was based, of 0.825 GOL preferred share
for each single common share issued by Smiles.
The following chart illustrates the Group’s
corporate structure as of the date of consummation of the operation and its corporate structure following the Reorganization:
2
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
2.2. Purpose of the Transaction.
The purpose of the Reorganization is to
migrate SMILES’s shareholder base to GOL. Assuming that: (i) SMILES’s total capital stock is represented, as of
the Date of Consummation of the Reorganization (as defined below), by 124,158,953 common shares, excluding treasury shares and
the shares vested under stock option plans; (ii) GLA’s total capital stock is represented, as of the Date of Consummation
of the Reorganization, by 1,915,298,982 common shares, and 701,729,152 preferred shares, excluding treasury shares; and (iii) GOL’s
total capital stock is represented, as of the Date of Consummation of the Reorganization, by 2,863,682,710 common shares and 272,200,223
preferred shares, excluding treasury shares and the shares vested under stock option plans; SMILES shareholders will receive, for
each common share issued by SMILES held by them as of such date:
|
(i)
|
(a) an amount in Brazilian
currency of R$4.46 (related to the redemption of the GOL Redeemable Class B Preferred Shares), adjusted in accordance with the
Protocol and Justification proposed by the management of GOL (“Protocol and Justification”), to be paid in cash,
in a single installment, within ten business days from the Date of Consummation of the Reorganization (“Date of Financial
Settlement”); and (b) 0.6601 preferred share issued by GOL (“Base Exchange Ratio”), adjusted
in accordance with the Protocol and Justification; or
|
|
(ii)
|
(a) an amount in Brazilian
currency of R$17.86 (related to the redemption of the GOL Redeemable Class C Preferred Shares), adjusted in accordance with the
Protocol and Justification, to be paid in cash, in a single installment, on the Financial Settlement Date; and (b) 0.1650
preferred share issued by GOL (“Optional Exchange Ratio”), adjusted in accordance with the Protocol and Justification,
at the discretion of SMILES shareholders that, in the latter case, must exercise the option within the period to be timely disclosed
through a Notice to Shareholders, if the Reorganization is approved.
|
GOL and GLA will take into account the
amount of R$27.05 per GOL share and R$22.32 per SMILES share to determine the proposed exchange ratio. As described in the Protocol
and Justification, the amounts described above will be proportionately adjusted by any stock splits, reverse stock splits, share
dividend bonuses, interest on shareholders’ equity or capital decreases of the companies as of the date hereof until the
Date of Consummation of the Reorganization, subject to item 4.2 below. Any dividends, interest on shareholders’ equity or
capital decreases to be distributed to SMILES shareholders between the date hereof and the Date of Consummation of the Reorganization,
as well as any withheld income tax due as a result of the Reorganization, when applicable and in accordance with applicable law,
as described in item 4.3, will be proportionately deducted from the domestic currency portion of the Base Exchange List or the
Optional Exchange List when implementing the Preferred Share Redemption described below.
GOL may, unilaterally and without the
need to amend the Protocol and Justification, increase the redemption value of the shares and/or the number of shares to be received
by investors in the Base Exchange Ratio or the Optional Exchange Ratio (always in proportion to the two options), without a decrease,
in any case, in the total value to be received by investors, observing the adjustments foreseen in the Protocol and Justification.
3. MAIN BENEFITS, COSTS AND RISKS OF
THE TRANSACTION
3.1. Main Benefits.
Historically and globally, the leading
loyalty programs are controlled and managed by airlines. Airline tickets are consistently the most important reward category demanded
by loyalty program members. The Group comprises the leading domestic players in the airline and loyalty program markets in Brazil,
with a share of
3
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
approximately 38% of the Brazilian
aviation market and a share greater than 40% of the Brazilian loyalty program market.
In Brazil, competition in both the airline
and loyalty program markets has become increasingly challenging in recent years. Loyalty programs have faced significant redemption
cost increases due to, among other factors, higher occupancy rates of Brazilian airlines and increased competition from bank and
credit card loyalty programs, which have offered more appealing redemption possibilities, such as more available seats for more
travel destinations. Additionally, the credit card market, the main source of funds for loyalty programs, is stagnant and financial
market deregulation with the entry of new players, such as fintechs, has affected the budgets of major credit card-issuing banks
and put pressure on the prices of points of all loyalty programs in the Brazilian market.
The Group has made strong and coordinated
efforts to increase the attractiveness of GLA’s airline products and SMILES’s loyalty program for its clients and partners.
Nonetheless, distinct governance structures and shareholder bases have presented challenges to the Group in making necessary investments
and coordinating the development of more competitive products and services. While this structure has become a burden to the Group
as a whole, it has mainly affected the Group’s loyalty program business because the structure does not allow sufficient agility
and the managerial integration needed to compete in the current market reality.
In this context, the Group has concluded
that the maintenance of separate corporate structures among the Group’s businesses is not in the best interest of its shareholders.
Accordingly, the Reorganization seeks
to:
|
·
|
ensure the Group’s long-term competitiveness
in both of its key markets (airline travel and loyalty programs);
|
|
·
|
unify GOL’s and SMILES’s shareholder
bases, which will simplify the Group’s shareholding structure, align shareholder interests and increase the market liquidity
of the Group’s shares;
|
|
·
|
achieve improved, more efficient governance and
decision making, through increased management coordination, a shared business plan and aligned goals within the Group;
|
|
·
|
fully integrate (as opposed to merely consolidate)
the financial and operational results, balance sheets and cash flows of SMILES, GLA and GOL to permit the Group to optimize its
capital structure, cost of capital and financing sources, allowing the airline business to compete more effectively and the loyalty
program business to benefit from the improved market position of its key business partner;
|
|
·
|
strengthen the capital structure of the airline
business; and
|
|
·
|
realize synergies, achieving a more dynamic and
flexible revenue management, and terminate tax inefficiencies.
|
3.2. Costs.
The managements of GOL and GLA estimate
that the costs of the Reorganization will total, for both companies, approximately R$12,338,000, including expenses with publication,
auditors, appraisers, legal counsel and other professionals engaged to advise on the Reorganization.
The management of SMILES estimates that
the costs of the Reorganization will total, for SMILES, approximately R$7,253,000, including expenses with publication, auditors,
appraisers, legal counsel and other professionals engaged to advise on the Reorganization.
3.3. Risks of the Transaction.
4
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
The management of GOL does not expect
material risks in the implementation of the Reorganization, in addition to those that are usual for the day-to-day activities of
the involved companies and compatible with the companies’ sizes and operations.
The market value of GOL shares may vary
at the time of completion of the Reorganization due to a number of factors that are beyond the control of the involved companies.
The success of the transaction will partially
depend on the ability of the managements of the involved companies to create opportunities, economies and new businesses from the
combination of activities and synergy generated by the unification of the shareholder bases of the companies. However, no assurance
can be given that these opportunities and economies will be successful. If these objectives are not successfully achieved, the
benefits expected from the Reorganization may not fully occur or may take longer than expected to occur.
4. SHARE EXCHANGE RATIO AND DETERMINATION
CRITERIA
4.1 Merger
of SMILES Shares by GLA
SMILES shareholders may, at their sole
discretion, elect the Optional Exchange Ratio, within the period and in accordance with the procedure to be timely informed through
a Notice to Shareholders (“Optional Exchange Ratio Period”). SMILES shareholders that do not elect the Optional
Exchange Ratio will automatically migrate in accordance with the Base Exchange Ratio in relation to the totality of their shares.
The migration based on the Optional Exchange Ratio, as the case may be, may be applied to all or some of the shares held by investors,
with the investor indicating the number of shares to be used on said option.
Base Exchange Ratio: for
each common share issued by SMILES, four common shares and one GLA Redeemable Class B Preferred Share will be granted; or
Optional Exchange Ratio:
for each common share issued by SMILES, one common share and one GLA Redeemable Class C Preferred Share will be granted.
4.2. Merger of GLA Shares by GOL
(i) For each common share issued by
GLA, 0.1650 GOL preferred share will be granted; (ii) for each GLA Redeemable Class B Preferred Share, one GOL Redeemable
Class B Preferred Share will be granted; and (iii) for each GLA Redeemable Class C Preferred Share, one GOL Redeemable Class
C Preferred Share will be granted.
Any fractions of shares issued by GOL under
the Merger of GLA Shares will be grouped in whole numbers to be subsequently sold in the spot market managed by B3 S.A. –
Brasil, Bolsa e Balcão (“B3”), after the consummation of the Reorganization, in accordance with the notice
to shareholders to be timely disclosed. The amounts received in this sale will be made available to the former SMILES shareholders
that held the relevant fractions, net of fees and taxes, when applicable, in proportion to the interest they held in each share
sold.
4.3. Redemption of Preferred Shares
Upon approval of the Reorganization, the
redemptions of GLA Redeemable Preferred Shares and GOL Redeemable Preferred Shares will occur on the same day, immediately and
subsequently.
The Withholding Income Tax ("IRRF")
levied on the capital gain earned by SMILES shareholders who are residents or domiciled abroad ("Non Resident Shareholders
of SMILES"), will be deducted from the proceeds from the redemption of GLA Redeemable Preferred Shares, as a result of the
Merger of SMILES Shares by GLA, as described in item 9 below. The remaining amount, after said deduction, will go to GOL, which
will be the sole shareholder of GLA.
Proceeds from the redemption of GOL Redeemable
Preferred Shares will go to shareholders that then hold shares as a result of the implementation of the procedures described above.
In the case of Non-Resident Shareholders of SMILES, proceeds from the redemption of GOL Redeemable Preferred Shares will be net
of the IRRF levied on the capital gain earned by them in the previous step (as a result of the Merger of SMILES Shares by GLA),
as described in item 9 below.
5
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
The redemption of: (i) GLA Redeemable
Class B Preferred Shares will occur at R$4.46 per redeemed GLA Redeemable Class B Preferred Share; and (ii) GLA Redeemable
Class C Preferred Shares will occur at R$17.86 per redeemed GLA Redeemable Class C Preferred Share.
The redemption of: (i) GOL Redeemable
Class B Preferred Shares will occur at R$4.46 per redeemed GOL Redeemable Class B Preferred Share; and (ii) GOL Redeemable
Class C Preferred Shares will occur at R$17.86 per redeemed GOL Redeemable Class C Preferred Share.
5. CRITERIA FOR DETERMINATION OF THE
EXCHANGE RATIO
The exchange ratio above was submitted
by the management of GOL for approval of the shareholders of the companies.
6. SUBMISSION OF THE MERGER FOR APPROVAL
OF BRAZILIAN OR FOREIGN AUTHORITIES
The Merger is not subject to the approval
of Brazilian or foreign authorities.
7. EXCHANGE RATIO CALCULATED PURSUANT
TO ARTICLE 264 OF LAW NO. 6,404/76
In compliance with Article 264 of the Brazilian
Corporate Law:
(i) Apsis Consultoria e Avaliações
Ltda. (“Apsis”) was engaged by SMILES to prepare an appraisal report of the shareholders’ equities of
SMILES and GLA as of September 30, 2020, both adjusted to market prices and by the same criteria. In view of the GLA’s negative
shareholders’ equity amount assessed at market prices, it was not possible to determine an exchange ratio, as described in
the referred report; and
(ii) Apsis was engaged by GLA to prepare
an appraisal report of the shareholders’ equities of GLA and GOL as of September 30, 2020, both adjusted to market prices
and by the same criteria. In view of the GLA’s and GOL’s negative shareholders’ equity amounts assessed at market
prices, it was not possible to determine an exchange ratio, as described in the referred report.
8. RIGHT TO WITHDRAW AND REIMBURSEMENT
AMOUNT
8.1. Right to Withdraw from the Merger
of SMILES Shares
Pursuant to Articles 137 and 252, paragraph
2, of the Brazilian Corporate Law, if the Reorganization is completed, the Merger of SMILES Shares by GLA will entitle SMILES and
GLA shareholders to withdrawal rights.
As of the date of the GLA’s Shareholders’
Meeting that will pass a resolution on the Merger of SMILES Shares, GOL will be the sole shareholder of GLA. Accordingly, there
will be no dissenting shareholders or withdrawal rights in GLA in this Reorganization step.
6
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
Pursuant to Article 264, paragraph 3 of
Brazilian Corporate Law, dissenting shareholders may elect: (i) the reimbursement amount set forth in Article 45 of the Brazilian
Corporate Law, in accordance with the financial statements of SMILES as of and for the year ended December 31, 2019, approved at
the Ordinary Shareholders’ Meeting dated July 31, 2020, corresponding to R$9.71 per share, without prejudice to the right
to prepare a special balance sheet; or (ii) the amount assessed pursuant to Article 264 of the Brazilian Corporate Law, corresponding
to R$19.60. We clarify that the exercise of withdrawal rights will exclusively refer to all shares. Accordingly, dissenting shareholders
cannot partially exercise their options.
8.2. Right to Withdraw from the Merger
of GLA Shares
Pursuant to Articles 137 and 252, paragraph
2, of the Brazilian Corporate Law, if the Reorganization is completed, the Merger of GLA Shares by GOL will entitle GLA and GOL
shareholders to withdrawal rights. Withdrawal rights will be granted to GOL shareholders uninterruptedly, from February 12, 2021
to the Date of Consummation of the Reorganization, that do not vote in favor of the merger of GLA Shares, abstain from voting or
do not attend the relevant Extraordinary Shareholders’ Meeting, and expressly state their intention to exercise their withdrawal
rights within 30 days from the date of publication of the minutes of the Extraordinary Shareholders’ Meeting that approves
the Merger of GLA Shares.
As of the date of the GLA’s Shareholders’
Meeting that will pass a resolution on the Merger of GLA Shares, GOL will be the sole shareholder of GLA. Accordingly, there will
be no dissenting shareholders or withdrawal rights in GLA in this step of the Reorganization.
In relation to the withdrawal rights of
GOL shareholders, considering that GOL’s shareholders’ equity assessed according to the method set forth in Article
45 of the Brazilian Corporate Law (without prejudice to the preparation of a special balance sheet) and the method set forth in
Article 264 of the Brazilian Corporate Law was negative, the reimbursement amount is zero. We clarify that the exercise of withdrawal
rights will exclusively refer to all shares. Accordingly, dissenting shareholders cannot partially exercise their options.
9. OTHER MATERIAL INFORMATION
9.1. Corporate Approvals
The Merger of SMILES Shares, Merger of
GLA Shares and Redemption will be given effect subject to the following acts, all of which are interdependent and must be coordinated
to occur on the same date. The Extraordinary Shareholders’ Meetings of GOL and SMILES will be held, on first call, on March
15, 2021, in accordance with the Call Notices disclosed on the date hereof:
(a) the Extraordinary Shareholders’
Meeting of SMILES will be held to, in this order, (i) approve the voluntary delisting from the Novo Mercado segment,
dismissing the tender offer, pursuant to Article 42 of the Novo Mercado Regulation; (ii) approve the terms and conditions
of the Protocol and Justification; (iii) ratify the appointment of Apsis, as the company responsible for the preparation of
the appraisal report of the shareholders’ equities of SMILES and GLA, for purposes of Article 264 of the Brazilian Corporate
Law; (iv) approve the Reorganization, expressly dismissing the installation of an Independent Committee; and (v) authorize
the members of management to subscribe for new shares to be issued by GLA and practice other acts required for the Reorganization;
(b) the Extraordinary Shareholders’
Meeting of GLA will be held to, in this order, (i) approve the Protocol and Justification; (ii) ratify the appointment
of Apsis, as the company responsible for the assessment and determination of the market value of the shares issued by SMILES to
be merged by GLA (“Appraisal Report of the SMILES Shares”), as well as the preparation of the appraisal report
of the shareholders’ equities of GLA and GOL, for purposes of Article 264 of the Brazilian Corporate Law ; (iii) approve
the Appraisal Report of the SMILES Shares; (iv) approve the creation of redeemable preferred shares, and the relevant amendment
to the Bylaws; (v) approve the Merger of SMILES Shares and the Merger of GLA shares, in accordance with the Protocol and Justification;
(vi) authorize, as a result of the Merger of the SMILES Shares, GLA’s capital increase, to be subscribed for and paid
by the members of management of SMILES, and subsequent amendment to its bylaws (once the final number of shares has been determined,
depending on the exchange ratio to be elected by SMILES shareholders, and, therefore, the final number of GLA shares to be issued
as a result of the Merger of SMILES Shares), including the authorization of the Board of Directors to determine, at the time of
consummation of the Reorganization, the exact number of
7
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
shares to be issued, as well as
the respective financial amount; and (vii) authorize the subscription, by the members of management, of new shares to be issued
by GOL; and
(c) the Extraordinary Shareholders’
Meeting of GOL will be held to, in this order, (i) approve the Protocol and Justification; (ii) ratify the appointment
of Apsis, as the company responsible for the assessment and determination of the economic value of the shares issued by GLA to
be merged by GOL (“Appraisal Report of the GLA shares”); (iii) approve the Appraisal Report of the GLA
shares; (iv) approve the Reorganization, in accordance with the Protocol and Justification; (v) authorize, as a result
of the Merger of the GLA Shares, GOL’s capital increase, to be subscribed for and paid by the members of management of GLA,
and subsequent amendment to its bylaws (once the final number of shares has been determined, depending on the exchange ratio to
be elected by SMILES shareholders, and, therefore, the final number of GOL shares to be issued as a result of the Merger of GLA
Shares), including the authorization of the Board of Directors to determine, at the time of consummation of the Reorganization,
the exact number of the shares to be issued, as well as the amounts to be allocated to the capital stock and capital reserve; and
(vi) approve the creation of redeemable preferred shares issued by GOL, and the relevant amendment to the Bylaws.
As mentioned in the material fact dated
January 18, 2021, GOL will not negotiate the operation with the management of Smiles or with the Independent Committee, so that
the Reorganization will be subject to approval of its terms and conditions by the majority of the holders of outstanding SMILES
shares in accordance with CVM Opinion (Parecer de Orientação) No. 35/2008. GOL also informs that it does not
intend to request the trading of its shares in the Novo Mercado segment of the B3 and, accordingly, the Reorganization will
also be subject to approval by SMILES’s minority shareholders pursuant to the Sole Paragraph of Article 46 of the Novo
Mercado Regulation.
Notice to shareholders will be disclosed,
in due time, informing the reference date to determine the SMILES shareholders that will receive shares issued by GOL (“Date
of Consummation of the Reorganization”).
Shareholders should seek the advice of
their legal and tax advisors on the legal, foreign exchange and tax implications deriving from the Reorganization Non-Resident
SMILES Shareholders will be subject to withholding of the Income Tax charged on the positive difference, as applicable, between
the amount attributed to SMILES shares held by them for purposes of the Merger of SMILES Shares by GLA, adjusted by the deductions
set forth in item 2.2, and the corresponding cost of acquisition of the shares held by the relevant Non-Resident Shareholder. Income
tax will be withheld from the amount to paid upon redemption of the GOL Redeemable Preferred Shares, in accordance with item 4.3.
The rate applicable for the calculation
of Income Tax may vary from 15% to 22.5%, depending on the amount of capital gain. Non-Resident SMILES Shareholders in favored
tax jurisdictions, as set forth by tax authorities, are subject to a rate of 25%. The Companies will timely disclose a Notice to
Shareholders requesting the information required for this withholding.
If, on this occasion, a Non-Resident Shareholder
does not inform its average cost of acquisition or does not send the documentation required, at GOL’s discretion, to support
the informed average cost, GOL will consider that the cost of acquisition of the Non-Resident Shareholder is zero, and the amount
attributed to the SMILES shares held by this Non-Resident Shareholder for purposes of the Merger of SMILES Shares by GLA will be
fully deemed a capital gain, as permitted by applicable law.
9.2. American Depositary Receipts
– ADRs
GOL Preferred Shares issued to SMILES shareholders
under the Reorganization cannot be converted into GOL ADRs for a period of (i) 40 days, from the Date of Consummation of the
Reorganization, for all shareholders, except shareholders that reside in the United States; and (ii) one year, from the Date
of Consummation of the Reorganization, for shareholders that reside in the United States.
9.3. Availability of Documents
The Proposal of the Management of GOL
for the Extraordinary Shareholders’ Meeting of the company and the appraisal reports prepared in the Reorganization will
be available to shareholders of this company, as of the date hereof, at the respective headquarters, Investor Relations website
(http://ri.voegol.com.br/), as well as in the websites of the CVM (www.cvm.gov.br)
and B3.
Additional disclosures of information to
the market will be timely made pursuant to applicable law.
8
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
For
more information, see http://ri.voegol.com.br/conteudo_en.asp?idioma=1&conta=44&tipo=66906,
access to which is restricted to certain investors as specified therein.
This material fact does not constitute
an offer to sell, buy or exchange, or a solicitation of an offer to sell, buy or exchange, any security described herein, and no
offer, sale, purchase or exchange of any such security will occur in any jurisdiction in which such offer, sale, purchase or exchange
would be unlawful without prior registration or exemption pursuant to the applicable securities laws of such jurisdiction. In particular,
any offer, sale, purchase or exchange will be made pursuant to registration under the U.S. Securities Act of 1933 (“Securities
Act”) or pursuant to an exemption from registration or a transaction not subject to the registration requirements of the
Securities Act.
9
|
.
|
|
|
Material Fact - Information about the Corporate
Reorganization
|
Investor Relations
ri@voegol.com.br
www.voegol.com.br/ir
+55(11) 2128-4700
Media Relations
Becky Nye, Montieth & Company
bnye@montiethco.com
About
GOL Linhas Aéreas Inteligentes S.A.
GOL
serves more than 36 million passengers annually. With Brazil's largest network, GOL offers customers more than 750 daily
flights to over 100 destinations in Brazil and in South America, the Caribbean and the United States. GOLLOG’s cargo
transportation and logistics business serves more than 3,400 Brazilian municipalities and more than 200 international destinations
in 95 countries. SMILES allows over 16 million registered clients to accumulate miles and redeem tickets to more than 700
destinations worldwide on the GOL partner network. Headquartered in São Paulo, GOL has a team of approximately 14,000 highly
skilled aviation professionals and operates a fleet of 128 Boeing 737 aircraft, delivering Brazil's top on-time performance and
an industry leading 20-year safety record. GOL has invested billions of Reais in facilities, products and services and technology
to enhance the customer experience in the air and on the ground. GOL's shares are traded on the NYSE (GOL) and the B3 (GOLL4).
For further information, visit www.voegol.com.br/ir.
Disclaimer
The information contained in this press release
has not been subject to any independent audit or review and contains “forward-looking” statements, estimates and projections
that relate to future events, which are, by their nature, subject to significant risks and uncertainties. All statements other
than statements of historical fact contained in this press release including, without limitation, those regarding GOL’s future
financial position and results of operations, strategy, plans, objectives, goals and targets, future developments in the markets
in which GOL operates or is seeking to operate, and any statements preceded by, followed by or that include the words “believe”,
“expect”, “aim”, “intend”, “will”, “may”, “project”, “estimate”,
“anticipate”, “predict”, “seek”, “should” or similar words or expressions, are
forward-looking statements. The future events referred to in these forward-looking statements involve known and unknown risks,
uncertainties, contingencies and other factors, many of which are beyond GOL’s control, that may cause actual results, performance
or events to differ materially from those expressed or implied in these statements. These forward-looking statements are based
on numerous assumptions regarding GOL’s present and future business strategies and the environment in which GOL will operate
in the future and are not a guarantee of future performance. Such forward-looking statements speak only as at the date on which
they are made. None of GOL or any of its affiliates, officers, directors, employees and agents undertakes any duty or obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
to the extent required by law. None of GOL or any of its affiliates, officers, directors, employees, professional advisors and
agents make any representation, warranty or prediction that the results anticipated by such forward-looking statements will be
achieved, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed
as the most likely or standard scenario. Although GOL believes that the estimates and projections in these forward-looking statements
are reasonable, they may prove materially incorrect and actual results may materially differ. As a result, you should not rely
on these forward-looking statements.
Non-GAAP
Measures
To be consistent with industry practice, GOL
discloses so-called non-GAAP financial measures which are not recognized under IFRS or U.S. GAAP, including “Net Debt”,
“Adjusted Net Debt”, “total liquidity” and "EBITDA". The Company’s management believes
that disclosure of non-GAAP measures provides useful information to investors, financial analysts and the public in their review
of its operating performance and their comparison of its operating performance to the operating performance of other companies
in the same industry and other industries. However, these non-GAAP items do not have standardized meanings and may not be directly
comparable to similarly-titled items adopted by other companies. Potential investors should not rely on information not recognized
under IFRS as a substitute for the GAAP measures of earnings or liquidity in making an investment decision.
****
10
|
.
|
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: February 12, 2021
GOL LINHAS AÉREAS INTELIGENTES S.A.
|
|
|
|
|
By:
|
/s/ Richard F. Lark, Jr.
|
|
|
Name: Richard F. Lark, Jr.
Title: Investor Relations Officer
|
Gol Linhas Aereas Inteli... (NYSE:GOL)
Historical Stock Chart
From Jun 2024 to Jul 2024
Gol Linhas Aereas Inteli... (NYSE:GOL)
Historical Stock Chart
From Jul 2023 to Jul 2024