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____.
CPFL ENERGIA S.A.
Publicly-held Company
CNPJ 02.429.144/0001-93 - NIRE 35.300.186.133
MATERIAL FACT
CPFL Energia S.A. (“Company”), in compliance with the provisions of article 157, paragraph 4, of Law No. 6404/76, and the CVM Instruction No. 358/02, and, following the material fact disclosed on April 2, 2019, hereby informs its shareholders and the market in general that, in connection with the request presented by the Company and its controlling shareholder, B3 S.A. – Brasil, Bolsa, Balcão has approved (i) the extension of the deadline for the fulfillment of the obligation to reestablish its minimum free float until October 31, 2019 and (ii) in view of the current context of distribution of the corporate capital of the Company, to exceptionally treat it as a company newly listed on the Novo Mercado listing segment, for purposes of Art. 10, § 1st, of the Novo Mercado Rules, so that the intended follow on offering of the Company’s shares result in free float of a minimum of 15% of the corporate capital.
The final evaluation and approval by the Company's management regarding the launch of such offer, as well as the definition of its terms and conditions, are still pending.
The Company will keep the market and its shareholders informed of any relevant updates regarding the matters discussed herein.
This material fact is not an offer of securities for sale in Brazil or the United States; securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer and that will contain detailed information about the company and management, as well as financial statements.
CPFL ENERGIA S.A. | ||
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By: |
/S/ YueHui Pan
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Name: Title: |
YueHui Pan Chief Financial Officer and Head of Investor Relations |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.