Material Fact
Belo Horizonte, July 21st, 2017 – Alliar – Centro de Imagem Diagnósticos S.A. (“Company”) pursuant to the provisions of Article 157, Paragraph 4 of Law 6404/76 and the Instruction of the Brazilian Securities and Exchange Commission (“CVM”) No. 358/02 announces to its shareholders and to the market in general that on this date the Company‘s Board of Directors approved the first issue of simple, non-convertible debentures, without guarantees, in the amount of R$200,000,000.00 (two hundred million reais) (“Debentures” and “Issue”, respectively), with a par value of R$10,000.00 (ten thousand reais) on the issue date.
The Debentures will be subject to public distribution with restricted efforts, pursuant to CVM Instruction No. 476, of January 16, 2009, as amended (“CVM Instruction 476”), under the system of firm guarantee of placement. The Issue will be in up to 2 (two) series, in the communicating vessel system, and the existence of each series and the number of Debentures to be allocated in each series will be established according to the Bookbuilding. The maturity of the Debentures of the First Series will be 3 (three) years and the maturity of the Debentures of the Second Series will be 5 (five) years.
The remuneration of the Debentures of both series will be established after the conclusion of the Bookbuilding Procedure, provided that: (a) concerning the Debentures of the first series, the interest rate will correspond to up to 116% (one hundred and sixteen percent) of the cumulative variation of the average daily rates of one-day Interbank Deposits (DI), over extra group, based on 252 (two hundred and fifty-two) business days, daily calculated and published by CETIP, in the daily newsletter available on its website (http://www.cetip.com.br); and (b) concerning the Debentures of the second series, interest rate of up to 118% (one hundred and eighteen percent) of the DI Rate Over, daily calculated and published by CETIP, in the daily newsletter available on its website (http://www.cetip.com.br). The remuneration of the Debentures of both series will be paid semi-annually, as of the issue date.
The funds raised with the Issue will be used to improve the Company‘s capital structure. They will be allocated, among others, for the amortization of debts that mature this year and for the anticipation of future amortizations. These amortizations will reduce the Company‘s financial expenses, as well as lengthen its maturities.
The Issue will automatically be exempt from public distribution registration with CVM, pursuant to Article 6 of CVM Instruction No. 476.
Further information on the Issue can be found in the minutes of the Board of Directors‘ meeting, available on CVM‘s website (www.cvm.gov.br) or on the Company‘s website (ri.alliar.com). The other terms and conditions related to the Issue will be set forth in the issue deed of the Debentures to be signed by the Company.
Carlos Thiago de Souza Araujo
Investor Relations Officer