Shares subscription. Find out how to participate.
On August 14, 2023, the Board of Directors approved Itaúsa's capital increase of R$ 877 million with the issue of new shares.
Shareholders positioned in Itaúsa at the end of 08.17.2023 received are able to participate in the Capital Increase, for which the subscription price of the new shares will be R$ 6.50/share, with a discount of approximately 30% on the current value of Itaúsa's preferred shares. Find out how to participate.
Capital increase and share subscription
In 2022, Itaúsa received R$3,116 million in earnings from Itaú Unibanco and declared Interest on Capital (“IOC”) in the amount of R$3,993 million, of which R$2,831 million was already paid and R$1,162 million remains outstanding. In view of the practice of transferring the full amount received from Itaú Unibanco, in 2022, the holding company exceeded the earnings declared by R$877 million.
On August 14, 2023, the Board of Directors resolved upon the payment on October 2, 2023 of the outstanding interest on capital in the total amount of R$0.123624 net per share, including the quarterly IOC of R$ 0.02 net per share. On the same date, the Board of Directors approved the increase in Itaúsa’s capital, in the following terms:
- Increase in the amount of R$ 877 million;
- Issue of 134,923,077 shares (of which 46,366,756 are common and 88,556,321 are preferred shares);
- Issue price of R$6.50 per share, based on the average price of preferred shares in the last 120 days between April 13, 2023 (inclusive) and August 11, 2023 (inclusive), applying a discount of approximately 30%; and
- Partial approval of the capital increase of, at least, R$300 million, if a minimum subscription of 46,153,846 common and/or preferred shares is verified.
The issue price may be paid (i) on demand, in local currency, upon subscription; or (ii) by using the credit (net of Income Tax) related to the Interest on Capital that will be paid on October 2, 2023. The shares that are subscribed when the remaining ones are apportioned may only be paid on demand, in cash.
The stockholders will have the preemptive right to subscribe shares in the period from August 24, 2023 (inclusive) to September 22, 2023 (inclusive) in the proportion of 0.01390757436 (or 1.390757436%) new share for one (1) share of the same type they hold at B3’s trading session close of August 17, 2023.
The funds from the capital increase will be allocated to reinforce capital and increase the liquidity level of Itaúsa.
For further information on capital increase and subscription of shares, please access the material Fact and the Notice to Stockholders of August 14, 2023 on www.itausa.com.br/material-facts-and-notices
Frequently Asked Questions
The capital increase aims to strengthen Itaúsa's cash position and increase its liquidity level, maintaining the Company's practice of dividends distribution. Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
To participate in the subscription of Itaúsa shares, you should follow these steps:
Check out with your broker the number of shares you are entitled to subscribe for. To calculate the subscription percentage based on your position on August 17, 2023.
For ITSA4 shares, the subscription percentage is 1.390757436%.
The calculation is made as follows:
Number of shares subscribed = (Position in shares * Subscription percentage) / 100
For a position of 1,000 shares, applying the subscription percentage of 1.390757436%, we have:
Number of shares subscribed = (1,000 * 1.390757436) / 100
Number of new shares to be subscribed = 13
Therefore, a shareholder with 1,000 Itaúsa shares has the right to subscribe for up to 13 new shares.
Determine with your broker the payment method you wish to use. You can pay the full amount of the shares in cash, or offset the value of the shares against the (net of tax) profit credits declared by the Company and which will be paid on 10.02.2023.
If you choose to pay in cash, you must have the full amount in your current account on the date of payment, which will be at the time of subscription.
Contact your broker from 08.24.2023 to 09.22.2023, to confirm the number of shares you can and wish to subscribe to and the payment method you can and wish to use.
Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
The Interest on Capital reported below may be offset in the payment of the new shares subscribed, according to your shareholding position on the dates indicated below.
|
Declared / Board meeting
|
Stockholding
position
|
Gross Earnings
per share (R$)
|
Net amount
per share (R$)
|
|
08.15.2022
|
18.08.2022
|
0.0494000
|
0.041990
|
|
11.10.2022
|
11.18.2022
|
0.0515400
|
0.043809
|
|
12.01.2022
|
12.08.2022
|
0.0445000
|
0.037825
|
|
08.14.2023
|
08.17.2023
|
0.0235295
|
0.020000
|
You can express your right to subscribe to your broker from August 24, 2023 to September 22, 2023.
Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
Shareholders with a position in Itaúsa at the end of August 17, 2023, have the right to acquire new shares in the Company in the proportion of 1.390757436% of the shares of the same type that they held.
For the shareholder to obtain the number of shares to which he is entitled, he must multiply the above percentage by the number of shares he holds on the base date of 08.17.2023.
Below is a rationale for how this percentage was obtained:
134,923,077 new shares issued by Itaúsa / 9,701,409,715 shares representing the share capital of Itaúsa on 08.14.2023 = 1.390757436%
For example, a shareholder who held 1,000 Itaúsa shares of the same type on August 17, 2023, will be entitled to subscribe for up to 13 shares.
The calculation is made as follows:
Number of shares subscribed = (Position in shares * Subscription percentage) / 100
For a position of 1,000 shares and a subscription percentage of 1.390757436%, the calculation would be:
Number of shares subscribed = (1,000 * 1.390757436) / 100
Number of shares subscribed = 13
Therefore, a shareholder with 1,000 Itaúsa shares has the right to subscribe for up to 13 new shares.
The shareholder does not necessarily have to choose to subscribe for all 13 shares (in the example given). It is possible to subscribe for fewer shares, i.e. only part of what he is entitled to. In this case it is necessary to check the operational process with your broker, within the same period as the pre-emptive right, which starts on 08.24.2023 (inclusive) and ends on 09.22.2023 (inclusive).
Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
Payment can be:
Fully using credits of net of taxes Interest on Capital (IOC) resources: if the net of taxes amount of IOC that the shareholder has the right to receive covers the total amount of the subscription, the shareholder can use this amount to pay for the subscribed shares, checking with their broker about the operational process.
Partially using credits of net of taxes Interest on Capital (IOC) resources: if the net amount to be received from IOC that the shareholder has the right to receive is not sufficient, the shareholder can supplement the amount with their own resources, which must be paid in cash at the time of subscription, checking with their broker about the operational process.
Fully with own resources: if the shareholder does not want to use the credits of net of taxes IOC (Interest on Capital) that he/she has the right to receive , he/she can also choose to pay this share subscription fully in cash, on the date he/she chooses to proceed with the subscription, within the subscription period, which is from August, 24 (including) to September, 22 2023 (including), checking the operational process with his/her broker.
Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
The price of R$ 6.50 was set based on the average price of the last 120 days prior to the publication of the Material Fact regarding the subscription, i.e., from April 13, 2023, to August 11, 2023. The 30% discount applied to this price is a way of encouraging shareholders to participate in the transaction.
Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
The subscription rights may be freely assigned by the Company's shareholders to third parties during the period of exercise of the preemptive right that begins on August 24th and runs until September 22nd, 2023.
Rights will be negotiated under the codes below:
Common shares (ITSA3) – ITSA1
Preferred shares (ITSA4) – ITSA2
These codes can be traded (bought and sold) on B3, if the shareholder is not interested in subscribing to the shares to which he is entitled in the subscription process.
Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
Book-entry shares registered with Itaú (“Bookkeeper”) must go to any Itaú Unibanco branch to exercise their preemptive subscription right, by signing the subscription bulletin according to the template to be made available by the branch. For greater convenience, Itaú Unibanco account holders may also exercise their subscription rights through Bankline (business days, from 9:00 am to 6:00 pm). This option will be available only to stockholders who receive interest on capital higher than the subscription amount.
Access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)
The subscribed shares will be credited and released for trading in the shareholder's portfolio with the respective ITSA3 and ITSA4 codes within 3 business days after the date of the Itaúsa Board of Directors meeting that verifies the subscription and approves said capital increase.
Contact your broker and/or access the documents below released by Itaúsa on 14.08.2023 for more information on the subscription.
Material Fact (click here)
Notice to Stockholders (click here)