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Investor Relations

BM&FBOVESPA: MILS3 and OTC-US: MILTY

MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S/A
CNPJ/MF: 27.093.558/0001-15
Public Company
BM&FBOVESPA: MILS3
Notice about the capital increase approved by the Board of Directors according to
Annex 30-XXXII of Instruction No. 480/09 of CVM, of December 9, 2009, as amended
Pursuant to Article 30 of Instruction No. 480/09 of CVM, as amended, Mills Estrutura e Serviços de Engenharia S.A
("Company") hereby discloses the information required by Annex 30 - XXXII of the abovementioned Instruction in
relation to the capital increase by means of private subscription of new shares approved by the Board of Directors
on February 5, 2016 ("Capital Increase").
As detailed below, the Capital Increase will comprise the issue, within the limit of authorized capital, with the
possibility of partial homologation, for private subscription, of up to 47,528,517 common shares, at an issue price of
R$ 2.63 per share, resulting in an amount of up to R$124,999,999.71.
The information hereto is complementary and shall be read together with those information contained in the Notice
to Shareholders disclosed by the Company via IPE System on February 10, 2016 and other documents relating to
the Capital Increase announced by the Company in accordance with corporate law and CVM regulations.
1.

Reasons for the Capital Increase and its Legal and Economic Consequences.

The approved Capital Increase aims at: (i) strengthening the capital structure of the Company, by reinforcing its
cash to meet medium- and long-term needs for development of its activities; (ii) reducting the Company's debt
levels, in order to avoid the risk of breaching covenants; and (iii) taking advantage of market consolidation and
investment opportunities that may arise in the medium term.
The Capital Increase may lead to dilution of the current shareholders of the Company who choose not to exercise
their preemptive rights to subscribe for shares issued under the Capital Increase. Except for the abovementioned,
the Company's management sees no other legal or economic consequences than those expected in an usual
capital increase.
2.

Opinion of the Fiscal Council.

In a meeting held on February 5, 2016, the Company's Fiscal Council issued favorable opinion on Capital Increase,
a copy of which follows attached as Exhibit I.
3.

Allocation of Resources.

The resources will be allocated to reinforce the liquidity and strengthen the capital structure of the Company, and
sustain its growth plan in the medium term, allowing investment in new technologies and products that bring higher
productivity, or acquisitions amid an unstable macroeconomic and industry environment. The strengthening of
liquidity at this point is relevant to give the Company greater flexibility in order to respond to cash flow variations
and competitive conditions.
The Company's management believes that the purpose of the Capital Increase have been primarily achieved by
means it proceeds corresponding to the Minimum Subscription (as defined below) are secured, with the already
significant strengthening of its cash position. However, any funds that exceed the value of the Minimum
Subscription will be used for the same purposes described above.

4.

Number of Issued Shares of each Type and Class.

At least, R$105,435,311.36 ("Minimum Subscription") and a maximum of R$124,999,999.71, by means of private
subscription of, at least, 40,089,472 and, a maximum of, 47,528,517 common, nominative shares, and without par
value.

5.

Rights, Advantages and Restrictions assigned to the Shares to be Issued.

The shares to be issued under the Capital Increase will grant to its holders identical rights as the existing shares
and will participate fully in any remuneration (dividends and / or interest on net equity) declared after the
homologation of the capital increase by the Board of Directors.

6.

Subscription of Shares by Related Parties

As reported in the Press Release of February 5, 2016, the Company's controlling shareholders, Andres Cristian
Nacht, Jytte Kjellerup Nacht, Tomas Richard Nacht, Antonia Kjellerup Nacht Peter Kaj Kjellerup Nacht, Snow
Petrel, SL and Francisca Kjellerup Nacht ("Controlling Shareholders") entered into an Investment Agreement with
the Fundo de Investimento em Participações Axxon Brazil Private Equity Fund II ("Axxon" and "Investment
Agreement").
The Investment Agreement provides, among other obligations, the commitment of the Controlling Shareholders (1)
subscribe and pay in 15,209,125 (fifteen million, two hundred and nine thousand one hundred and twenty five)
shares, in the total amount of R$39,999,998.75 (thirty-nine million, nine hundred ninety-nine thousand, nine
hundred ninety-eight Reais and seventy-five cents) ("Contribution of Controlling Shareholders") and (2) assign to
Axxon preemptive rights corresponding to the remainder of their participation. Axxon, in turn, is committed under
the Investment Agreement to exercise the preemptive rights that were transferred to it, including the right to
subscribe unsubscribed shares, to subscribe and pay for shares to be issued under the Capital Increase
representing up to 15% (fifteen percent) of the share capital of the Company after the Capital Increase
("Commitment of Subscription of Axxon"). The Contribution of Controlling Shareholders and Commitment of
Subscription of Axxon are sufficient to guarantee the subscription of shares corresponding to the Minimum
Subscription. Mr. Nicolas Arthur Jacques Wollak, member of the Company's Board of Directors, is an executive of
Axxon's management company.
The number of shares that will be effectively subscribed by Axxon will depend on the outcome of the exercise of
preemptive rights and the subscription of unsubscribed shares by other shareholders of the Company, and may
result therefore in an amount less than the Commitment of Subscription of Axxon.
The investment commitments made by the Controlling Shareholders and Axxon in the Investment Agreement will
be sufficient to guarantee the subscription of shares in an amount sufficient for partial homologation of the Capital
Increase.
7.

Issue Price of New Shares.

R$2.63 per share. The issue price per share was determined without unjustified dilution for the existing
shareholders of the Company, pursuant to Article 170, paragraph 1st, item III, of Law No. 6,404, dated
December 15, 1976, as amended the ("Corporations Law"), taking into account the average price (average of the
daily closing prices weighted by the trading volume) of shares of the Company on BM&FBOVESPA S.A. – Bolsa de
Valores, Mercadorias e Futuros in the trading sessions held between November 27th, 2015 (including such date)
and February 4th, 2016 (including such date). The price of the noted shares on the stock market is, in the opinion
of the Board of Directors, the most appropriate criteria in the current scenario of the Company.
8.

Par Value of Shares and the Part of the Issue Price to be Used to the Capital Reserve.

The shares will be without par value. The issue price will be fully allocated into the share capital.
9.
Management’s Opinion on the Effects of the Capital Increase, Especially with Regard to the Dilution
Caused by the Increase.
The Company's Board of Directors believe that the Capital Increase will strengthen the capital structure of the

Company as described in the items 1 to 3 above.
The issue price was determined without unjustified dilution for the existing shareholders of the Company pursuant
to Article 170, paragraph 1st, item III, of Corporations Law, taking into account the average price (average of the
daily closing prices weighted by the trading volume) of shares of the Company in BM&FBOVESPA S.A. – Bolsa de
Valores, Mercadorias e Futuros in the trading sessions held between November 27th, 2015 (including such date)
and February 4th, 2016 (including such date). The price of the noted shares on the stock market is, in the opinion
of the Board of Directors, the most appropriate criteria in the current scenario of the Company. Considering the
above, the Management believes that the possible dilution that may be suffered by shareholders (as described in
item 15), is justified by the need to effect the Capital Increase, together with the legitimate procedures for
determining the issue price.
10.
Criteria for Calculating the Issue Price and Detailed Justification of the Economic Aspects that Determined
this Choice.
The adopted calculation criteria was the price on the stock exchange, pursuant to Article 170, paragraph 1st, item
III, of the Corporations Law. The Company's management concluded that the reference to listing on the stock
exchange was the most appropriate methodology for determining the issue price, in view of the liquidity of the
Company's shares and the absence of external events that could recommend another criteria.
Regarding the other criteria listed in Article 170, paragraph 1st, of Corporations Law, it is worth to note that: (i) first,
the criteria of expected future profitability is based on high complexity and subjectivity propositions, given the
difficult quantitative forecasting of developments in infrastructure and construction sectors; and (ii) the criteria of the
net equity value is determined based exclusively on accounting criteria, taking mainly historical economic and
financial information that may not reflect the market's view of the Company's value, as currently observed, therefore
not proving to be the most appropriate.
The use of the average of the daily closing prices weighted by the trading volume in the last 45 trading sessions is
justified by the volatility of the Company's shares on the market, as a result of events recently experienced by the
Company, not only for the Company's own factors but also by macroeconomic and industry scenario. Thus, the
period of 45 trading sessions aims to eliminate, or at least minimize possible distortions due to volatility in the price
of shares.

11.
If the Issue Price has been Established at a Premium or a Discount in relation to the Market Value, Identify
the Reason for the Premium or Discount and Explain How it was Determined
Not applicable.

12.

Provide Copies of all of the Reports and Studies that Supported the Determination of the Issue Price.
Not applicable.

13.
State the Share Price for Each Type and Class of the Company's Shares on the Markets in which They are
Traded, Identifying:

a)

b)

minimum, average and maximum price for each of the last three years:

Price

2015

2014

2013

Maximum

9.45

32.80

35.78

Average

6.25

22.37

31.34

Minimum

2.20

8.21

26.77

minimum, average and maximum price for each quarter of the last two (2) years:
2015
Price

c)

1Q15

3Q15

4Q15

1Q14

2Q14

3Q14

4Q14

Maximum

9.41

9.45

7.36

5.95

32.80

29.85

25.68

19.70

Average

7.28

8.12

5.67

3.91

27.66

27.09

21.94

13.03

Minimum

5.26

6.54

4.50

2.20

24.49

24.75

17.90

8.21

minimum, average and maximum share price for each month of the last six (6) months; and
Price

d)

2Q15

2014

January
(2016)

December
(2015)

November
(2015)

October
(2015)

September
(2015)

August
(2015)

Maximum

2.55

3.14

4.82

5.95

4.95

6.48

Average

2.41

2.62

4.25

4.85

4.69

5.63

Minimum

2.25

2.20

3.40

4.41

4.50

4.90

average price over the last ninety (90) days;
The average price from November 6, 2015 to February 4, 2016: R$2.97.

14.

State the Share Issue Prices Under the Capital Increases Carried Out Over the Last Three (3) Years:

Issue date

Number of issued common
shares

Issue Price (R$)

08/15/2014

19,650

6.82

08/15/2014

1,550

21.02

08/15/2014

5,845

5.80

08/15/2014

4,800

13.36

05/15/2014

63,827

6.95

05/15/2014

101,550

21.03

05/15/2014

24,800

5.93

05/15/2014

95,391

22.20

05/15/2014

250,004

13.44

02/14/2014

2,800

20.60

15.

02/14/2014

3,890

21.74

02/14/2014

1,820

13.16

02/05/2014

3,554

5.81

02/05/2014

7,710

6.78

02/05/2014

11,250

20.56

02/05/2014

13,825

21.70

02/05/2014

50,174

13.13

01/10/2014

6

13.02

01/10/2014

3,000

20.39

01/10/2014

711

5.76

01/10/2014

5,772

21.51

11/14/2013

27,600

20.28

11/14/2013

1,780

5.83

11/14/2013

17,231

21.40

11/14/2013

19,086

13.00

11/01/2013

945

20.23

11/01/2013

5,152

21.33

08/15/2013

29,335

20.00

08/15/2013

7,148

5.74

08/15/2013

55,952

21.10

08/15/2013

101,395

12.81

05/22/2013

15,512

2.55

05/09/2013

153,265

20.05

05/09/2013

24,372

5.88

05/09/2013

138,185

21.13

05/09/2013

230,481

12.90

04/10/2013

66,903

2.53

02/08/2013

88,574

20.54

02/08/2013

3,050

12.40

02/08/2013

600

12.49

State the Potential Dilution Percentage Resulting From the Issue.

The dilution percentage for shareholders who do not subscribe any share during the period for exercise of
preemptive rights of the Capital Increase will be of up to 24.17% if the minimum amount is subscribed, and 27.42%,
if the maximum amount is subscribed. Such percentages disregard the shares held in treasury.

16.

State the Terms, Conditions and Form of Subscription and Payment for the Issued Shares.

The payment of the shares subscribed shall be made at sight, in Brazilian currency, upon subscription. The
shareholders shall pay for 100% of the price of the shares upon subscription.
The shares issued as a result of the Capital Increse may be subscribed by the sharesholders of the Company by
means the exercise of preemptive right in the proportion of the common shares held at the close of trading on the
BM & FBovespa on February 11, 2016, within thirty (30) days, as informed in the Notice to Shareholders that shall
also inform the other conditions for the exercise of preemptive rights. The payment shall be made at sight, upon
subscription.
a)

Shares Held in Custody with Itaú Corretora de Valores S.A.

Holders of shares held in custody with Itaú Corretora de Valores S.A. ("Itaú Corretora") shall exercise their
preemptive rights by attending one of branches of Itaú Unibanco SA, specialized in shareholder services, as
indicated at the Notice to Shareholders, within thirty (30) days to exercise the preemptive right.
b)

Shares Held in Custody Central Depositary of Assets of the BM&FBovespa.

Holders of shares held in custody with Central Depositary of Assets of BM&FBovespa ("Central Depository") shall
exercise their preemptive rights through their custody agents and pursuant to the instructions stipulated by the
Central Depository, within thirty (30) days to exercise the preemptive right.
The payment in of the shares subscribed under the Capital Increase shall be subject to the rules and procedures of
Itaú Corretora and Central Depository

17.
State Whether the Shareholders will Have Preemptive Rights to Subscribe the New Shares Issued and
Detail the Terms and Conditions to Which this Right is Subject.
Subject to Compliance with of the procedures provided by Itaú Corretora, custody agent of the shares issued by the
Company, and by BM&FBovespa, the Company’s shareholders shall be entitled to preemptive rights to subscribe
the new Shares issued in the Capital Increase, in the proportion of the common shares held on February 11, 2016,
(closing position).
In such case, considering the maximum amount of the Capital Increase, each one (1) common share shall entitle
its holder the right to subscribe 0.37787171889 new common Share. The shares held in treasury will not be entitled
to subscription rights.
The preemptive right may be exercised within thirty (30) days, as informed in the Notice to Shareholders relating to
the Capital Increase.
The shares purchased as of February 12, 2016 (including such date) shall not be entitled to the preemptive right to
subscribe shares issued in the Capital Increase.

18.

State the Proposal by Management for Handling any Remaining Unsubscribed Shares.

At the time of exercising preemptive rights, subscribers that wish to subscribe shares that have not subscribed
during the preemptive right period shall declare, in the subscription bulletin, their intention to subscribe additional
unsubscribed shares. Up to five (5) business days prior to the end of the term to exercise the preemptive rights, the
Company shall release a new Notice to Shareholders, in which the apportionment of the unsubscribed shares shall
be informed.
In case of an apportionment of the unsubscribed shares, the shareholders that have declared their interest in the
unsubscribed shares reserve in the subscription form shall have up to five (5) days, as from the date informed on
the Notice to Shareholders regarding the verification of the unsubscribed shares, to inform the number of
unsubscribed Shares they wish to subscribe, considering that in the first round of unsubscribed shares ("1st Round
of Unsubscribed Shares"), such number shall not be greater than the number of unsubscribed shares that each
shareholder is entitled to, in accordance with the declarations of interest for the subscription of the unsubscribed
shares.
The amount of unsubscribed shares that each shareholder or assignee of the preemptive rights to subscription
shall be entitled to subscribe in the 1st Round of Unsubscribed Shares shall be calculated by multiplying the

number of new shares that remain unsubscribed after the term to exercise the preemptive right by the number of
shares subscribed by such shareholder or assignee of the preemptive rights to subscription during the term to
exercise the preemptive right, dividing the result by the total number of shares subscribed by all shareholders and
assignees of the preemptive rights to subscription that have declared their interest in the subscription of
unsubscribed shares during such term.
In case there are still unsubscribed Shares after the 1 st Round of Unsubscribed Shares, the shareholders that
declared, in the subscription bulletin, their intention in participating in the second round of unsubscribed shares
("2nd Round of Unsubscribed Shares") shall have a new term of up to five (5) business days, as from the release of
the Notice to Shareholders to be released, in order to inform the amount of unsubscribed shares they wish to
subscribe at the 2nd Round of Unsubscribed Shares, that, in this case, may exceed to the minimum number of
unsubscribed shares which each shareholder shall be entitled to at the 2nd Round of Unsubscribed Shares, in
accordance with the declaration of interest to subscribe unsubscribed shares.
The minimum number of unsubscribed shares that each shareholder or assignee of the preemptive rights to
subscription shall be entitled to subscribe at the 2nd Round of Unsubscribed Shares shall be calculated by
multiplying the amount of new shares that remain unsubscribed after the term of the 1st Round of Unsubscribed
Shares by the amount of subscribed Shares by such shareholder or assignee of the preemptive rights to
subscription during the term the term to exercise the preemptive rights and the term of the 1st Round of
Unsubscribed Shares, dividing the result by the total amount of shares subscribed during the term to exercise the
preemptive rights and the term of the 1st Round of Unsubscribed Shares by all the shareholders and assignees of
the preemptive rights to subscription that have declared their interest in the subscription of unsubscribed shares at
the 2nd Round of Unsubscribed Shares during such term.
In case the total number of shares subject to the reservation requests of the unsubscribed shares at the 2nd Round
of Unsubscribed Shares is equal to the amount of unsubscribed shares available, all of the requests of reservation
of the unsubscribed shares shall be fully answered. In case the total number of shares subject to the requests of
unsubscribed shares at the 2nd Round of Unsubscribed Shares exceeds the number of unsubscribed shares
available, a proportional apportionment among the shareholders that have requested the reservation of
unsubscribed shares in a number that exceeds the total number of unsubscribed shares they were entitled to shall
be calculated in the last round of unsubscribed shares, and the unsubscribed shares shall be apportioned
proportionally to the number of shares that such shareholders have subscribed at the exercise of their preemptive
rights.
In case there are still unsubscribed Shares after the end of the rounds of unsubscribed shares, the remaining
unsubscribed shares shall be cancelled and the Capital Increase shall be partial homologated by the Board of
Directors.
More details regarding the exercise of the subscription of the potential unsubscribed shares shall be released after
the end of the term to exercise the preemptive rights, by means of a Notice to Shareholders.
The estimated dates for the completion of the procedures described above are provided in the Notice to
Shareholders.
19.
State in Detail the Procedures to be Adopted in Case of Partial Homologation of the Capital Increase
Prediction.
(I)
The Capital Increase might be partially homologated, as long as the Minimum Subscription amount is
reached.
(II)
In view of the possibility of partial homologation of the Capital Increase, the subscribers may condition their
investment decision on the final terms of the Capital Increase.
(III)
Therefore, the subscribers may, upon signing the subscription bulletin (boletim de subscrição), condition
their investment decision: (i) to the subscription of the maximum amount of the Capital Increase; or (ii) to the
subscription of the Minimum Subscription amount. In the event the subscription of shares is conditioned to the
subscription of the Minimum Subscription amount, the subscribers shall inform whether they will exercise their
preemptive right with respect to (a) all the shares issued in the Capital Increase; or (b) the amount equivalent to the
proportion among the number of shares actually subscribed and the maximum number of shares of the Capital
Increase.

(IV)
Subscriber's silence shall imply into his declaration that he intends to receive all the shares he has
subscribed for.
(V)
In the event the subscribers have conditioned their decision to subscribe the shares in accordance with
item (III)(ii)(b), they shall inform the following data in the subscription bulletin (boletim de subscrição) in order for
the Company to return the exceeding amounts (which shall be the total amount paid by the subscribers, reduced by
the amount required so that they only maintain their proportional shareholding at the Company's share capital):
bank, agency, account, name, CPF or CNPJ, address and telephone.
(VI)
It shall not be possible to negotiate the subscription receipts of those who have exercised the conditioned
subscription in a manner that may result future variations (any option other than item (III)) until the Capital Increase
is homologated. Accordingly, the Company shall not be liable for any loss derived from negotiation of subscription
receipts, as they are subject to future and eventual conditions. It shall not be granted additional term to reconsider
the decision on the Capital Increase.
(VII)
The Company's shareholder(s) and/or assignee(s) of preemptive rights who have exercised their right to
condition their participation on the Capital Increase due to the partial homologation of the Capital Increase will have
the amounts they paid returned, without any interest or monetary correction, without reimbursement and with
deduction, if any, of applicable taxes.

20.

If the Issue Price of the Shares is Fully or Partially Paid in Assets:

Not applicable.

21.

In the Event of a Capital Increase Through Capitalization of Profits or Reserves, the Issuer Shall:

Not applicable.

22.
In the Event of a Capital Increase Through the Conversion of Debentures or Other Debt Securities Into
Shares or Through the Exercise of Warrants, the Issuer Shall:
Not applicable.

23.
The Provisions of Articles 1st to 4th of Annex 30, XXXII of Instruction No. 480/09 of CVM Do Not Apply to
the Capital Increases Resulting from Stock Options Plans, in Which Case the Issuer Must State:
Not applicable.

MILLS ESTRUTURAS E SERVIÇOS DE ENGENHARIA S.A
CNPJ/MF No. 27.093.558/0001-15
NIRE 33.3.0028974-7
PUBLIC COMPANY

Exhibit I to
Notice about the capital increase approved by the Board of Directors according to
Annex 30-XXXII of Instruction No. 480/09 of CVM, of December 9, 2009, as amended
MINUTES OF THE MEETING OF THE FISCAL COUNCIL
HELD ON FEBRUARY 5, 2016
EXHIBIT I
OPINION OF THE FISCAL COUNCIL
The Fiscal Council of Mills Estruturas e Serviços de Engenharia S.A. ("Company"), in the exercise of its legal and
corporate functions, in a meeting held on February 5, 2016, examined the management proposal for the completion
of the capital increase of the Company, within the limit of its authorized capital, in the minimum amount of
R$105,435,311.36 (one hundred and five million, four hundred thirty-five thousand, three hundred and eleven
Reais and thirty-six cents) and the maximum amount of R$124,999,999.71 (one hundred twenty-four million, nine
hundred ninety-nine thousand, nine hundred ninety-nine Reais and seventy-one cents), by means of private issue
of at least 40,089,472 (forty million, eighty-nine thousand, four hundred seventy-two) shares and to the maximum of
47,528,517 (forty-seven million, five hundred twenty-eight thousand, five hundred and seventeen) common,
nominative shares, and without par value, at the issue price per share of R$2.63 (two Reais and sixty-three cents)
determined pursuant to article 170, paragraph 1st, item III, of Law No. 6,404, dated December 15, 1976, as
amended, to be fully allocated into the share capital of the Company ("Capital Increase"), opining unanimously and
favorably on the Capital Increase, without any reservation or restriction, indicating its submission to the Board of
Directors for appropriate legal actions.
Rio de Janeiro, February 5, 2016
Members of the Fiscal Council:

MARCUS VINÍCIUS DIAS SEVERINI

EDUARDO BOTELHO KIRALYHEGY

HÉLIO CARLOS DE LAMARE COX