SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K/A
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the month of
August 2023
(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___
![](https://www.sec.gov/Archives/edgar/data/1291733/000129281423003613/gol_logo1.jpg) |
Notice to Shareholders
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São
Paulo, August 14, 2023 – GOL Linhas Aéreas Inteligentes S.A. (B3: GOLL4 and NYSE: GOL) (“GOL” or “Company”),
Brazil’s largest domestic airline, in compliance with the provisions of Law No. 6,404 of December 15, 1976, as amended ("Brazilian
Corporations Law") and the regulations of the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários,
“CVM”), hereby informs its shareholders and the market in general that its Board of Directors approved, at a meeting
opened on July 26, 2023 and closed on the date hereof, the Company’s issuance of Warrants (as defined below). This notice sets forth
the conditions for shareholders to exercise their preemptive rights to the Warrants, pursuant to sole paragraph of article 77 and item
“b” of paragraph 1st of article 171 of the Brazilian Corporations Law.
a. Inform
the number of warrants to be issued
Up to 1,891,497,584
(one billion, eight hundred ninety-one million, four hundred ninety-seven thousand, five hundred eighty-four) warrants for the
subscription of preferred shares, registered, book-entry, with no par value and no voting rights, except as provided for in the Bylaws,
of the Company (“Warrants”). Each Warrant will entitle the holder to subscribe 1 (one) preferred share issued by the
Company, which has the characteristics described in article 5 of the Bylaws.
Partial ratification of the
Warrants will be allowed, provided that at least 991,951,681 (nine hundred ninety-one million, nine hundred fifty-one thousand, six hundred
eighty-one) Warrants are subscribed, as detailed below.
b. Explain,
in detail, the reasons for the issuance and its consequences
The issuance is mainly aimed
at enabling the exchangeable debt transaction carried out by GOL Equity Finance, as announced on March 3, 2023. For this purpose, the
Company's controlling shareholders have already informed the Company that they will assign to GOL Equity Finance their respective preemptive
rights for subscription of their Warrants.
c. Inform
the issuance price and the exercise price of the warrant
The
issuance price of the Warrants is BRL 5.84 (five Brazilian reais and eighty-four Brazilian cents) per
Warrant and must be paid in cash, in Brazilian currency, upon subscription of the warrants. The Company's management was advised
by Evercore Group LLC and Apsis Consultoria Empresarial Ltda. issued a fairness opinion confirming the calculation for the Warrant Price.
Each
Warrant will give its holder the right to subscribe 1 (one) preferred share, at an exercise price of BRL 5.82 (five Brazilian
reais and eighty-two Brazilian cents) (which may be adjusted from time to time under the terms described
in the Warrants).
d. Inform
the criteria which was used to determine the issuance price and the strike price, justifying, in detail, the economic aspects that determined
its choice
The issuance price of the Warrants
was set based on the economic value of each Warrant, considering the exercise term of the Warrants of 5 (five) years.
The exercise price, that means,
the issuance price of the shares that will be allocated to the Warrants holders in the future, should they decide to exercise them, was
set according to the assumptions of the exchangeable debt transaction of GOL Equity Finance, in order to make such fund raising feasible.
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1 | GOL Linhas Aéreas Inteligentes S.A.
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![](https://www.sec.gov/Archives/edgar/data/1291733/000129281423003613/gol_logo1.jpg) | Notice to Shareholders |
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e. Provide
management's opinion on the effects of the capital increase, especially with regard to the dilution caused by the increase
Considering that the preemptive
right in the subscription of the Warrants will be assured to the Company's shareholders, if these shareholders exercise all their respective
preemptive rights and convert all their Warrants into shares, there will be no dilution of their positions in the Company.
f. Inform
the terms and conditions to which the exercise of the bonus is subject
The right arising from the Warrants
may be exercised by their holders at any time from, and including, August 18, 2023 to, and including, March 2, 2028.
g. Inform
whether the shareholders will have preemptive rights to subscribe to the warrants, detailing the terms and conditions to which this right
is subject
This private issuance is directed
primarily to current shareholders, who will have preemptive rights for subscribing the Warrants proportionally to the number of shares
they hold, as provided for in article 171, paragraph 3rd, of the Brazilian Corporations Law.
The preemptive right shall apply
to shareholders holding shares of the Company on August 17, 2023.
The exercise of the preemptive
right may occur from, and including, August 18, 2023 to, and including, September 26, 2023. The Company's shares acquired as of, and including,
August 18, 2023 will not be eligible for preemptive rights and will be traded ex-preemptive right.
Each 1 (one) preferred share
of the Company will entitle the shareholder who holds it to subscribe for 4.52268204173 Warrants. Each 1 (one) common share of the Company
will entitle the shareholder who holds it to subscribe 0.12921948690 Warrants. For the purposes of this calculation, all shares issued
by the Company, whether common or preferred, were considered, although common shares were considered at a ratio of 35 : 1.
Any fractions of Warrants resulting
from the exercise of the preemptive right shall be disregarded.
The controlling shareholders
have informed the Company that they and their investment vehicles will assign a portion of their preemptive rights to GOL Equity Finance,
which, in turn, has expressed its commitment to subscribe the totality of the Warrants to which it will be entitled as a result of such
assignment, i.e. 991,951,681 (nine hundred ninety-one million, nine hundred fifty-one thousand, six hundred eighty-one) Warrants.
Procedure for the exercise
of preemptive rights, subscription and payment of Warrants
Shareholders that wish to exercise
their preemptive right must follow the procedures below and must pay, upon subscription, the subscription price in Brazilian reais,
according to the amount obtained by multiplying the number of Warrants subscribed by the subscription price, being certain that:
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2 | GOL Linhas Aéreas Inteligentes S.A.
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![](https://www.sec.gov/Archives/edgar/data/1291733/000129281423003613/gol_logo1.jpg) | Notice to Shareholders |
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| · | regarding the shares under custody of Itaú Corretora
de Valores S.A. (“Bookkeeping Agent”), holders of shares under custody of the Bookkeeping Agent who wish to exercise
their preemptive right on the subscription of the Warrants must, within the exercise term of the preemptive right, go to one of the Bookkeeping
Agent’s agencies on the Brazilian Territory to (i) fill and sign the subscription form, according to the form to be made
available by the Bookkeeping Agent, and (ii) deliver the documentation set forth below. In case of doubts, shareholders may
contact the Bookkeeping Agent, on business days, from 9:00 a.m. to 6:00 p.m., in the following numbers: (a) capital city and metropolitan
regions: +55 (11) 3003-9285; and (b) other locations: 0800 7209285; and |
| · | regarding the shares under custody of the Central Depository
of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), holders of shares under custody of the Central Depositary of
B3 must exercise their preemptive right in accordance with the instructions of the custodian agents and in accordance with the rules stipulated
by the Central Depository of B3. |
Assignment of the preemptive right
The preemptive rights to the subscription of Warrants
may be freely assigned to third parties, pursuant to article 171, paragraph 6th, of the Brazilian Corporations Law.
Holders of shares issued by the Company
must observe the procedures established by B3 and/or by the Bookkeeping Agent, as the case may be, for the assignment of their preemptive
rights.
The Company's controlling shareholders and
their investment vehicles will freely assign a portion of their preemptive rights to GOL Equity Finance, which, in turn, expressed is
commitment to subscribe for the totality of the Warrants it will be entitled to as a result of such assignment, i.e. 991,951,681 (nine
hundred ninety-one million, nine hundred fifty-one thousand, six hundred eighty-one) Warrants.
Possibility of partial homologation
Partial homologation of the
Warrants will be allowed, provided that at least 991,951,681 (nine hundred ninety-one million, nine hundred fifty-one thousand, six hundred
eighty-one) Warrants are subscribed, being certain that (i) in view of the commitment of GOL Equity Finance informed above, such requirement
is already fulfilled; and (ii) there will be no subscription round for remaining warrants.
Subscribers who wish to condition
their subscription decision (for the issuance of all Warrants or a minimum amount determined by them, and subject to the minimum amount
established by the Board of Directors informed above) must do so at the time of the subscription.
Considering that partial homologation
of the Warrants will be allowed, subscribers must indicate upon subscription whether, in the case of a partial homologation, they choose
to receive (a) the totality of the Warrants they subscribed to or (b) the amount equivalent to the ratio between the number of Warrants
actually subscribed to and the maximum number of Warrants subject to the issuance. In the absence of a subscriber's indication, the subscriber's
interest in receiving the totality of the Warrants subscribed to by him shall be presumed.
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3 | GOL Linhas Aéreas Inteligentes S.A.
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![](https://www.sec.gov/Archives/edgar/data/1291733/000129281423003613/gol_logo1.jpg) | Notice to Shareholders |
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The Company will not open an
additional period for the revision of the subscription decision in the case of partial homologation of the Warrants.
Documentation to subscribe to the Warrants
Holders of subscription rights
to subscribe Warrants in custody of the Central Depository of B3 who wish to exercise their preemptive rights should consult their custody
agents regarding required documents.
Holders of subscription rights
in custody of the Bookkeeping Agent who wish to exercise their preemptive rights directly through the Bookkeeping Agent must present the
following documents:
| · | individuals: (a) identity
card (RG or RNE); (b) proof of enrollment with the Brazilian Individual Taxpayer’s Registry of the Ministry of Finance
(“CPF/MF”); and (c) proof of address; |
| · | legal entity: (a) original
and copy of its by-laws and minutes of election of the current officers of authenticated copy of the bylaws or consolidated articles of
association; (b) proof of enrollment with the Brazilian Registry of Legal Entities of the Ministry of Finance (“CNPJ/MF”);
(c) authenticated copy of the corporate documentation which prove the powers of the signatory of the subscription bulletin; and (d) authenticated
copy of the identity card, CPF/MF and proof of residence of its signatories; and |
| · | investment fund: (a)
original and copy of the regulation of the fund, corporate documents of its manager and corporate documentation granting powers of representation,
if applicable; (b) proof of enrollment with the CNPJ/MF; (c) authenticated copies of the corporate documentation which prove the
powers of the signatory of the subscription bulletin; and (d) authenticated copy of the identity card, CPF/MF and proof of residence of
its signatories. |
In case of representation
by power-of-attorney, a public power-of-attorney with specific powers must be presented, together with the documents mentioned above,
as applicable, of the grantor and the attorney-in-fact. Investors residing abroad may be required to present other representation documents,
under the terms of the applicable legislation.
The execution of the
subscription bulletin will represent the subscriber's irrevocable and irreversible expression of subscribing to the Warrants, resulting
in the subscriber’s irrevocable and irreversible obligation to pay them in full.
h Inform
if the subscription will be public or private
The private issuance is directed
primarily to the current shareholders, who will have preemptive rights for subscribing the Warrants proportionally to the number of shares
they hold, as provided for in article 171, paragraph 3rd of the Brazilian Corporations Law.
i. Inform
the matters whose definition may be delegated to the board of directors
Not applicable.
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4 | GOL Linhas Aéreas Inteligentes S.A.
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![](https://www.sec.gov/Archives/edgar/data/1291733/000129281423003613/gol_logo1.jpg) | Notice to Shareholders |
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j. Inform
the secondary market where the warrants will be negotiated, if applicable
The Warrants will be admitted
for trading on B3, on a date after the period for the exercise of preemptive rights, to be communicated to the shareholders by means of
a Notice to Shareholders.
k. Describe
the rights, advantages and restrictions of the shares resulting from the exercise of the warrants
The preferred shares issued
by the Company resulting from the exercise of the right of the Warrants will be entitled to receive in full the dividends or interest
on equity that may be declared by the Company as from the date of their issuance and to all the other rights and benefits conferred on
the other holders of preferred shares issued by the Company as from then, on an equal basis with the other preferred shares issued by
the Company.
l. Percentage
of potential dilution resulting from the issuance
If only the minimum amount of
991,951,681 (nine hundred ninety-one million, nine hundred fifty-one thousand, six hundred eighty-one) Warrants is subscribed for, as
detailed above, the potential economic dilution percentage resulting from exercise of the Warrants for the Company's shareholders will
be 70.32%. If all the Warrants are subscribed for, and the respective rights attached to them are exercised, the percentage of potential
economic dilution resulting from exercise of the Warrants for the Company's shareholders will be 81.87%.
Subscription rights of the
ADS holders
The Warrants' subscription
rights apply to holders of preferred and common shares issued by the Company, and not to holders of American Depositary Shares representing
preferred shares issued by the Company ("ADS"). However, the Company has filed a registration statement with
the U.S. Securities and Exchange Commission ("SEC") to allow holders of ADSs to subscribe for rights
related to the underlying preferred shares. The registration statement will be subject to a declaration of effectiveness by SEC. If SEC
declares the registration statement as effective prior to the expiration of the Warrants’ subscription term, the
Company will make commercially reasonable efforts to offer ADS holders the right to subscribe for Warrants relating to the underlying
preferred shares, and, if it cannot execute such offer, will request that the ADS Depositary sell the subscription rights in the Brazilian
market.
Investor
Relations
ri@voegol.com.br www.voegol.com.br/ri
+55 (11) 2128-4700
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5 | GOL Linhas Aéreas Inteligentes S.A.
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![](https://www.sec.gov/Archives/edgar/data/1291733/000129281423003613/gol_logo1.jpg) | Notice to Shareholders |
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About GOL Linhas
Aéreas Inteligentes S.A.
GOL is the largest airline
in Brazil, leader in the corporate and leisure segments. Since founded in 2001, the Company has the lowest unit cost in Latin America,
thus democratizing air transportation. The Company has alliances with American Airlines and Air FranceKLM, besides several codeshare and
interline agreements available to Customers, bringing more convenience and simple connections to any place served by these partnerships.
With the purpose of “Being the First for All”, GOL offers the best travel experience to its passengers, including: the largest
number of seats and more space between seats; the greatest platform with internet, movies and live TV; and the best frequent-flyer program,
SMILES. In cargo transportation, GOLLOG delivers orders to different regions in Brazil and abroad. The Company has a team of 14,000 highly
qualified aviation professionals focused on Safety, GOL’s value number one, and operates a standardized fleet of 146 Boeing 737
aircraft. The Company's shares are traded on the NYSE (GOL) and the B3 (GOLL4). For further information, visit www.voegol.com.br/ri.
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6 | GOL Linhas Aéreas Inteligentes S.A.
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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: August 15, 2023
GOL LINHAS AÉREAS INTELIGENTES S.A. |
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By: |
/s/ Mario Tsuwei Liao |
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Name: Mario Tsuwei Liao
Title: Chief Financial and IR Officer |
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