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Rodobens Negócios Imobiliários S.A. (“Company”), in complementation to the Material Fact published on March 01, 2011, hereby communicates to the public that it was firmed between the Company and GV Holding S.A., on March 30, 2011, the Contract for Purchase and Sale of Shares and Other Covenants (“Contract”), in which the Company has transferred to GV Holding S.A., which integrates the controlling group of the Company (“GV Holding”), the total shares that owned of social capital of Rodobens Participações Ltda. (“Rodobens Participações”), which is owner of total shares of Companhia Hipotecária Unibanco - Rodobens (“CHUR”), in the terms approved by the Company’s Board of Director’s Meeting on February 28, 2011. The shares of Rodobens Participações were transferred by the total amount of R$90,000,000.00 (“Price”), correspondent to the market value of Rodobens Participações, according to inquiry report of economical valuation prepared by BR Partners Assessoria Financeira Ltda., available to the shareholders on Company’s website (www.rodobens.com/negociosimobiliarios/ir) and on CVM/BM&F BOVESPA website, as well as filed in the Company’s headquarter, according to Material Fact mentioned above.
Considering the Contract’s agreement, the Company’s Management informs that, if in the period of 12 (twelve) months counted from the Contract celebration, the shares of CHUR are, direct or indirectly, transferred by GV Holding at a value higher than the Price, the Company’s shareholders that were confirmedly owners of shares on April 01, 2011, considering the negotiation transactions from that date, inclusive, will have the right to receive, within the proportion of their respective participation in the Company’s social capital, the difference between the Price and the sale value by GV Holding.
The Company and GV Holding will opportunely inform to the Shareholders if a transfer, as the terms above occurs, respecting the applicable legislation.
To access the Notice to the Market, please click here.