GOL announces buyback of its own shares by means of option transactions
15-Sep-2011 GOL Linhas Aéreas Inteligentes S.A. (BM&FBOVESPA: GOLL4 and NYSE: GOL (the “Company”),(S&P/Fitch: BB-/BB-,Moody’s: B1), the largest low cost/low tariff air carrier in Latin America, hereby informs that, reiterates previously published information and adds that, in 09/08/2011, the Board of Directors of the Company authorized its own shares to be traded by means of purchase of call options (“calls”) and launching of put options (“puts” and, collectively, “Options”) referenced on Company’s shares, for purposes of being either cancelled, held as treasury stock or disposed of, under the terms of CVM Instruction 390, dated July 08, 2003 (“CVM Instruction 390”), pursuant to the following conditions:
The number of call or put options to be launched or purchased is of up to 9,305,754 preferred, registered shares, with no face value, issued by the Company, representing 10% of all the outstanding shares, which totaled 93,057,541 outstanding shares on the market at 09/08/2011. According to the Relevant Fact disclosed on 09/08/2011, the total of 9,318,349 preferred shares corresponded to 10% of the outstanding shares on 08/31/2011.
The Options are settled by means of physical delivery of the shares against payment of the exercise price, which shall be determined based on the market price of the shares. Currently, the Company is issuing Options with maturity date at 08/20/2012 and exercise price of R$ 14.25 per share.
The proceeds of the premium paid or received upon the launching or trading of the Options shall be held for future settlement of the derivative transactions carried out within the repurchase scope.
The maximum term for settlement of the above referred transactions is one hundred and eighty (180) days counted from 09/09/2011, that is, during the period from 09/09/2011 until 03/09/2012, and the maturity date of the Options shall not exceed three hundred and sixty-five (365) days counted from the date of each transaction .
The total treasury stock added to the purchases made under the Stock Buyback Program approved by the Board of Directors of the Company at 08/11/2011 and disclosed in the Relevant Fact on the same date added to the number of shares the Company may purchase, upon exercise of call or put options, shall not exceed the limit of 10% of the outstanding shares.
The transactions shall be carried out at BM&FBOVESPA, with intermediation of the following financial institutions:
- SANTANDER CCVM S/A., with head-office at Av. Presidente Juscelino Kubitschek, 2.235, 24o andar, São Paulo, SP;
- DEUTSCHE BANK CORRETORA DE VALORES S/A, with head-office at Av. Brigadeiro Faria Lima 3.900, 13o andar, São Paulo, SP and
- MERRILL LYNCH S/A CTVM, with head-office at Av. Brigadeiro Faria Lima, 3.400, cj. 161, São Paulo, SP.
The Company declares that, at 09/08/2011, there were no call and/or put options referenced on its shares, other than those existing under
the Company's Stock Purchase Option Plan, approved at the Regular and Special Shareholders' Meeting of the Company, held on 12/09/2004, and, further, that there are no relevant facts regarding the Company that have not been disclosed.