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09/05/2019

Material Fact: Restrict Offer of Shares (SQIA3)

We inform that it Board of Directors approved, in a meeting held on this date, the launching a public offer for primary offer of, initially, 4,500,000 (four million five hundred thousand) registered common shares, without par value, free and clear of any liens or encumbrances, to be issued by the Company (“Shares“), with restricted placement efforts, pursuant to CVM Instruction 476/09 (“ICVM 476” and “Offer“, respectively).

The Offer will consist of the primary public offer of the Shares, with restricted placement efforts, to be carried out in Brazil, in an unorganized over-the-counter market, pursuant to the “Contrato de Colocação, Coordenação e Garantia Firme de Liquidação de Ações Ordinárias de Emissão da Sinqia S.A.” to be signed between the Company and the Offer Underwriters (as defined below) (“Placement Agreement“), of Law 6.385/76 (“Brazilian Securities Market Law“) and in accordance with the procedures of ICVM 476, ANBIMA’s Regulation and Best Practices Code for Structuring, Underwriting and Distribution of Security Public Offers and Public Offers to Acquire Securities, currently in force (“ANBIMA Code”), of B3 S.A. – Brasil, Bolsa, Balcão Listing Regulation of Novo Mercado (“B3” and “Novo Mercado Regulation“, respectively) and Circular Letter 087/2014-DP of B3 (“Letter 87/14“), and other applicable law and regulatory provisions, under the coordination of Banco BTG Pactual S.A. (“BTG Pactual” or “Lead Underwriter“) and Banco de Investimentos Credit Suisse (Brasil) S.A. (“Credit Suisse” and, together with the Lead Underwriter, “Offer Underwriters“).

Simultaneously, efforts have been made for the placement of the Shares by BTG Pactual US Capital, LLC and Credit Suisse Securities (USA) LLC (jointly referred to as “International Placement Agents“): (i) in the United States of America (“USA“), exclusively for qualified institutional buyers, residents and domiciled in the USA, as defined in Rule 144A of the Securities Act, issued enacted by the U.S. Securities and Exchange Commission (“SEC“) in negotiations exempted from registration in the USA, provided for in the U.S.S. Securities Act of 1933, as amended (“Securities Act“) and in the regulations enacted under the Securities Act; and (ii) in other countries, except the U.S. and Brazil, for buyers regarded as non-resident or domiciled in the United States or not organized pursuant to the laws of those countries (non U.S. persons), under the terms of Regulation S, issued by the SEC under the Securities Act, and investing in accordance applicable law of the domicile country of each buyer (for buyers belonging to items (i) and (ii) above, jointly referred to as “Foreign Investors”) and, in both cases, provided such Foreign Investors are regulated by CVM and invest in Brazil pursuant to the investment mechanisms regulated by the applicable Brazilian legislation, especially by Brazil’s Central Bank, the Brazilian Monetary Council (“CMN”) and/or by the CVM, including Law 4,131/62, as applicable, CMN Resolution 4,373/14 and CVM Instruction 560/15, without the need, therefore, to request and obtain registration for distribution and placement of the Shares in an agency or regulatory body of the capital market of another country, including with the SEC. The efforts to place the Shares with Foreign Investors, exclusively abroad, shall be carried out in accordance with the Placement Facilitation Agreement, to be entered into between the Company and the International Placement Agents (“International Placement Agreement”).

Until conclusion of the Bookbuilding Procedure (as defined below), including the number of Shares initially offered, may be increased, at the Company’s discretion, in agreement with the Offer Underwriters, by up to 35% of the total number of Shares initially offered, that is, up to 1,575,000 (one million, five hundred and seventy-five thousand) Shares, under the same conditions and at the same price as the Shares initially offered, which will be intended to meet any excess demand that may be verified at the time the Price per Share (as defined below) is set (“Additional Lot“).

The target audience of the Offer shall consist exclusively: (i) in Brazil: (A) the Shareholders (as defined below), within the scope of the Priority Offer; and, after the Priority Offer (B) has been attended by professional investors, as defined by Article 9-A of CVM Instruction 539/13, as amended, resident and domiciled or headquartered in Brazil and which, additionally, may attest in writing their status as professional investors on an adequate instrument (“Professional Investors” and, together with the Foreign Investors, “Institutional Investors“); and (ii) with placement efforts abroad, for Foreign Investors.

 

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