Documents and Announcements

Information to the Market - Closing of the reorganization of the partnership with MAPFRE


BB Seguridade Participações S.A. (“BB Seguridade” or “Company”) hereby informs that the corporate reorganization acts related to the restructuring of the joint-venture between BB Seguros Participações S.A. (“BB Seguros”) and MAPFRE Brasil Participações S.A. (“MAPFRE”), as announced in the Material Fact dated as of June 26, were concluded today (“Closing”) resulting in the following structure:
 
Fig. 1 – New structure of the partnership between BB Seguros and MAPFRE after the reorganization Fig. 2 – New structure of MAPFRE BB SH2 post reorganization transferred to MAPFRE
                      
 
 
According to the Partnership Restructuring Agreement (“Agreement”), which was signed on June 26, the amount of R$2.4 billion to be paid by MAPFRE to BB Seguros was reduced by dividends and interest on capital distributed as well as by the capital reductions carried out by the insurance companies involved on the reorganization. Considering these adjustments, BB Seguros received R$2.3 billion from MAPFRE today.
 
The deal will result, after the deductions of expenses related to the financial advisors and tax effects, on an estimated capital release amounting to R$2.1 billion, which is going to be subject of discussion by the Board of Directors about its distribution to shareholders. It is worth noting that the amount can change after the effective tax calculation, which will be held after the November financial statements closing.

It is estimated a negative impact on BB Seguridade’s 4Q18 earnings amounting to roughly R$79 million due to tax effects and the expenses with the financial advisors. Considering the non-recurrent nature of the event, the loss should be classified as extraordinary in order to calculate the adjusted net income of 2018. It is worth noting that the estimated impact considers the accounting numbers at the end of October, and can change until the release of the 2018 audited financial statements.
 
Further material information will be promptly announced to the market.

Click here to access the proforma historical data of the new BB MAPFRE SH1

Brasilia (DF), November 30th, 2018.
 
Werner Romera Süffert
CFO