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SABESP ANNOUNCES THE PRICING OF THE PUBLIC OFFERING OF ITS SHARES
SAO PAULO, BRAZIL, July 19, 2024 /EINPresswire.com/ -- COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP (“Company” or “Sabesp”) (B3: SBSP3; NYSE: SBS) informs its shareholders and the market that, further to its Form 6-K furnished to the U.S. Securities and Exchange Commission (“SEC”) on June 21, 2024, it has priced the public offering of 191,713,044 common shares (“Shares”), including in the form of 1,789,502 American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, on July 18, 2024 (“Global Offering”). Each ADS represents one Share.
The Global Offering consists of an international public offering and placement of Shares, including in the form of ADSs, outside Brazil, including in the United States, registered with the SEC under the U.S. Securities Act of 1933, as amended (the “International Offering”) and a concurrent public offering of Shares in Brazil. The International Offering is being conducted pursuant to a registration statement on Form F-3 filed with the SEC on June 21, 2024, which automatically became effective upon filing, and a preliminary prospectus supplement filed on June 21, 2024 (the “Prospectus Supplement”). The registration statement on Form F-3 and the Prospectus Supplement, including documents incorporated therein by reference, may be accessed through the SEC’s website at www.sec.gov. The Global Offering consists solely of the distribution of Shares owned by the State of São Paulo (the “Selling Shareholder”), as indicated in the Prospectus Supplement.
The Brazilian underwriting agreement contains an overallotment option representing up to 15.0% of the Shares offered in the Global Offering (up to an additional 28,756,956 Shares). There is no overallotment option in connection with the offering of ADSs.
The price per Share to the public was set at R$67.00. The price per Share in the form of ADSs was set at U.S.$12.14 per ADS (including an ADS issuance fee of U.S.$0.05 per ADS). The price per Share in the form of ADSs corresponds to the price per Share translated into U.S. dollars, based on the selling exchange rate for U.S. dollars (PTAX) as published by the Central Bank of Brazil on July 18, 2024.
We expect to deliver the ADSs through the facilities of The Depository Trust Company against payment in New York, New York on or about July 22, 2024. Delivery of the Shares will be made in Brazil through the book-entry facilities of the B3 Central Depository (Central Depositária da B3) and is expected to occur on or about July 22, 2024.
Equatorial Participações e Investimentos IV S.A., a subsidiary of Equatorial Energia S.A., was selected by the Selling Shareholder to be the reference investor in the Global Offering (the “Reference Investor”) and, in this connection, has agreed to purchase 102,526,480 Shares from the Selling Shareholder in a priority allocation of the Global Offering, representing 53.5% of the Shares offered in the Global Offering (not considering the overallotment option). On July 18, 2024, the Reference Investor entered into the Investment Agreement, Lock-Up and Other Covenants (Acordo de Investimento, Lock-up e Outras Avenças) (substantially in the form incorporated by reference in the Form 6-K furnished to the SEC by the Company on June 28, 2024) with the Selling Shareholder.
Banco BTG Pactual S.A. — Cayman Branch, BofA Securities, Citigroup Global Markets Inc., UBS Securities LLC, Itau BBA USA Securities, Inc., Banco Bradesco BBI S.A., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. are serving as international underwriters with respect to the International Offering of ADSs.
BTG Pactual US Capital, LLC, BofA Securities, Citigroup Global Markets Inc., UBS Securities LLC, Itau BBA USA Securities, Inc., Bradesco Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Safra Securities LLC, Santander US Capital Markets LLC and XP Investments US, LLC are acting as international placement agents with respect to the International Offering of Shares (not in the form of ADSs) sold outside Brazil on behalf of the Brazilian underwriters.
BTG Pactual Investment Banking Ltda., Bank of America Merrill Lynch Banco Múltiplo S.A., Citigroup Global Markets Brasil CCTVM S.A., UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., Itaú BBA Assessoria Financeira S.A., Banco Bradesco BBI S.A., Goldman Sachs do Brasil Banco Múltiplo S.A., Banco J.P. Morgan S.A., Banco Morgan Stanley S.A., Banco Safra S.A., Banco Santander (Brasil) S.A. and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A., are acting as Brazilian underwriters with respect to the Brazilian Offering.
You should read the registration statement (including the Prospectus Supplement) and other documents filed with the SEC for more complete information about the Company, the Selling Shareholder and the Global Offering. Please refer to our annual report on Form 20-F as of and for the year ended December 31, 2023 filed with the SEC, as well as any further updates in our current reports on Form 6-K, which may be amended, supplemented or superseded, from time to time, by other reports that we file with the SEC. You may access these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the registration statement (including the Prospectus Supplement) may be obtained by contacting: (i) Banco BTG Pactual S.A. – Cayman Branch, Address: Harbour Place, 5th Floor 103 South Church Street, PO Box 1353GT Grand Cayman, Cayman Islands KYI-1108; E-mail: ol-btgpactual-prospectusdepartment@btgpactual.com; (ii) BofA Securities, Inc., Address: NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001; (iii) Citigroup Global Markets Inc., Address: 388 Greenwich Street, New York, New York 10013; (iv) UBS Securities LLC, Address: 1285 Avenue of the Americas, New York, New York 10019; and (v) Itau BBA USA Securities, Inc., Address: 540 Madison Avenue, 24th Floor, New York, New York 10022.
This communication is for informative purposes only and is neither an offer to sell nor a solicitation of an offer to buy the Shares described herein, nor shall there be any sale of the Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Global Offering consists of an international public offering and placement of Shares, including in the form of ADSs, outside Brazil, including in the United States, registered with the SEC under the U.S. Securities Act of 1933, as amended (the “International Offering”) and a concurrent public offering of Shares in Brazil. The International Offering is being conducted pursuant to a registration statement on Form F-3 filed with the SEC on June 21, 2024, which automatically became effective upon filing, and a preliminary prospectus supplement filed on June 21, 2024 (the “Prospectus Supplement”). The registration statement on Form F-3 and the Prospectus Supplement, including documents incorporated therein by reference, may be accessed through the SEC’s website at www.sec.gov. The Global Offering consists solely of the distribution of Shares owned by the State of São Paulo (the “Selling Shareholder”), as indicated in the Prospectus Supplement.
The Brazilian underwriting agreement contains an overallotment option representing up to 15.0% of the Shares offered in the Global Offering (up to an additional 28,756,956 Shares). There is no overallotment option in connection with the offering of ADSs.
The price per Share to the public was set at R$67.00. The price per Share in the form of ADSs was set at U.S.$12.14 per ADS (including an ADS issuance fee of U.S.$0.05 per ADS). The price per Share in the form of ADSs corresponds to the price per Share translated into U.S. dollars, based on the selling exchange rate for U.S. dollars (PTAX) as published by the Central Bank of Brazil on July 18, 2024.
We expect to deliver the ADSs through the facilities of The Depository Trust Company against payment in New York, New York on or about July 22, 2024. Delivery of the Shares will be made in Brazil through the book-entry facilities of the B3 Central Depository (Central Depositária da B3) and is expected to occur on or about July 22, 2024.
Equatorial Participações e Investimentos IV S.A., a subsidiary of Equatorial Energia S.A., was selected by the Selling Shareholder to be the reference investor in the Global Offering (the “Reference Investor”) and, in this connection, has agreed to purchase 102,526,480 Shares from the Selling Shareholder in a priority allocation of the Global Offering, representing 53.5% of the Shares offered in the Global Offering (not considering the overallotment option). On July 18, 2024, the Reference Investor entered into the Investment Agreement, Lock-Up and Other Covenants (Acordo de Investimento, Lock-up e Outras Avenças) (substantially in the form incorporated by reference in the Form 6-K furnished to the SEC by the Company on June 28, 2024) with the Selling Shareholder.
Banco BTG Pactual S.A. — Cayman Branch, BofA Securities, Citigroup Global Markets Inc., UBS Securities LLC, Itau BBA USA Securities, Inc., Banco Bradesco BBI S.A., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Santander US Capital Markets LLC and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. are serving as international underwriters with respect to the International Offering of ADSs.
BTG Pactual US Capital, LLC, BofA Securities, Citigroup Global Markets Inc., UBS Securities LLC, Itau BBA USA Securities, Inc., Bradesco Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Safra Securities LLC, Santander US Capital Markets LLC and XP Investments US, LLC are acting as international placement agents with respect to the International Offering of Shares (not in the form of ADSs) sold outside Brazil on behalf of the Brazilian underwriters.
BTG Pactual Investment Banking Ltda., Bank of America Merrill Lynch Banco Múltiplo S.A., Citigroup Global Markets Brasil CCTVM S.A., UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., Itaú BBA Assessoria Financeira S.A., Banco Bradesco BBI S.A., Goldman Sachs do Brasil Banco Múltiplo S.A., Banco J.P. Morgan S.A., Banco Morgan Stanley S.A., Banco Safra S.A., Banco Santander (Brasil) S.A. and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A., are acting as Brazilian underwriters with respect to the Brazilian Offering.
You should read the registration statement (including the Prospectus Supplement) and other documents filed with the SEC for more complete information about the Company, the Selling Shareholder and the Global Offering. Please refer to our annual report on Form 20-F as of and for the year ended December 31, 2023 filed with the SEC, as well as any further updates in our current reports on Form 6-K, which may be amended, supplemented or superseded, from time to time, by other reports that we file with the SEC. You may access these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, a copy of the registration statement (including the Prospectus Supplement) may be obtained by contacting: (i) Banco BTG Pactual S.A. – Cayman Branch, Address: Harbour Place, 5th Floor 103 South Church Street, PO Box 1353GT Grand Cayman, Cayman Islands KYI-1108; E-mail: ol-btgpactual-prospectusdepartment@btgpactual.com; (ii) BofA Securities, Inc., Address: NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001; (iii) Citigroup Global Markets Inc., Address: 388 Greenwich Street, New York, New York 10013; (iv) UBS Securities LLC, Address: 1285 Avenue of the Americas, New York, New York 10019; and (v) Itau BBA USA Securities, Inc., Address: 540 Madison Avenue, 24th Floor, New York, New York 10022.
This communication is for informative purposes only and is neither an offer to sell nor a solicitation of an offer to buy the Shares described herein, nor shall there be any sale of the Shares in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Contatos de RI
SABESP
+55 11 3388-8679
sabesp.ri@sabesp.com.br
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