MIRA
INFORM REPORT
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Report Date : |
11.05.2013 |
IDENTIFICATION DETAILS
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Name : |
COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO |
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Registered Office : |
Avenida Brigadeiro Luiz Antonio,3142 / 3126 / 3172 - Jardim Paulista
01402-000 - São Paulo/Sp |
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Country : |
Brazil |
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Financials (as on) : |
31.03.2013 |
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Date of Incorporation : |
10.11.1981 |
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Legal Form : |
Publicly Held Corporation |
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Line of Business : |
Supermarket Chain. |
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No. of Employees : |
160717 |
RATING & COMMENTS
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MIRA’s Rating : |
Ba |
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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Status : |
Satisfactory |
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Payment Behaviour : |
No Complaints |
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Litigation : |
-- |
NOTES:
Any query related to this report can be made
on e-mail: infodept@mirainform.com
while quoting report number, name and date.
ECGC Country Risk Classification List – March, 31st, 2013
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Country Name |
Previous Rating (31.12.2012) |
Current Rating (31.03.2013) |
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Brazil |
A2 |
A2 |
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Risk Category |
ECGC
Classification |
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Insignificant |
A1 |
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Low |
A2 |
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Moderate |
B1 |
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High |
B2 |
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Very High |
C1 |
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Restricted |
C2 |
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Off-credit |
D |
BRAZIL - ECONOMIC
OVERVIEW
Characterized by large and well-developed agricultural,
mining, manufacturing, and service sectors, Brazil's economy outweighs that of all
other South American countries, and Brazil is expanding its presence in world
markets. Since 2003, Brazil has steadily improved its macroeconomic stability,
building up foreign reserves, and reducing its debt profile by shifting its
debt burden toward real denominated and domestically held instruments. In 2008,
Brazil became a net external creditor and two ratings agencies awarded
investment grade status to its debt. After strong growth in 2007 and 2008, the
onset of the global financial crisis hit Brazil in 2008. Brazil experienced two
quarters of recession, as global demand for Brazil's commodity-based exports
dwindled and external credit dried up. However, Brazil was one of the first
emerging markets to begin a recovery. In 2010, consumer and investor confidence
revived and GDP growth reached 7.5%, the highest growth rate in the past 25
years. Rising inflation led the authorities to take measures to cool the
economy; these actions and the deteriorating international economic situation
slowed growth to 2.7% in 2011, and 1.3% in 2012. Unemployment is at historic
lows and Brazil's traditionally high level of income inequality has declined
for each of the last 14 years. Brazil's historically high interest rates have
made it an attractive destination for foreign investors. Large capital inflows
over the past several years have contributed to the appreciation of the
currency, hurting the competitiveness of Brazilian manufacturing and leading
the government to intervene in foreign exchange markets and raise taxes on some
foreign capital inflows. President Dilma ROUSSEFF has retained the previous
administration's commitment to inflation targeting by the central bank, a
floating exchange rate, and fiscal restraint. In an effort to boost growth, in
2012 the administration implemented a somewhat more expansionary monetary
policy that has failed to stimulate much growth.
|
Source
: CIA |
COMPANHIA
BRASILEIRA DE DISTRIBUIÇÃO
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MAIN ADDRESS: |
AVENIDA BRIGADEIRO LUIZ ANTONIO,3142 / 3126 / 3172 - JARDIM PAULISTA |
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ZIP CODE/CITY: |
01402-000 - SÃO PAULO/SP |
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PHONE: |
11 3886-0627 |
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FAX: |
11 3886-0627 |
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E-MAIL: |
cbd.ri@paodeacucar.com.br |
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WEB SITE: |
www.paodeacucar.com.br |
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BRANCHES: |
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ADDRESS: |
RODOVIA ANHANGUERA - S/Nº. - KM 17,8 |
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ZIP CODE/CITY: |
06278-000 OSASCO/SP |
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PHONE: |
11 3693-9666 |
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ADDRESS: |
AVENIDA MARGINAL
DIREITA DO TIETE,342 - VILA JARAGUÁ |
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ZIP CODE/CITY: |
SÃO PAULO/SP |
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PHONE: |
11 3622-2700 |
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ADDRESS: |
AVENIDA MASCARENHAS DE MORAIS,2056 - IMBIRIBEIRA |
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ZIP CODE/CITY: |
51150-001 RECIFE/PE |
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CNPJ: |
47.508.411/0380-48 |
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STATE REGISTER: |
029531454 |
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ADDRESS: |
ESTRADA TURISTICA DO JARAGUA,50 - JARDIM BRITANIA |
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ZIP CODE/CITY: |
05174-480 SÃO PAULO/SP |
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PHONE: |
11 3901-7820 |
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CNPJ: |
475.084.110-11 |
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STATE REGISTER: |
116.333.469.111 |
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ADDRESS: |
AVENIDA DR. ALBERTO JACKSON BYINGTON,2990 - VILA MENK |
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ZIP CODE/CITY: |
06276-000 OSASCO/SP |
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PHONE: |
11 3658-8233 |
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THE COMPANY HAS OTHER BRANCH FACILITIES IN SÃO PAULO, RIO DE JANEIRO, PARANÁ,
MINAS GERAIS, PERNAMBUCO, CEARÁ, MATO GROSSO, PARÁ, PARAÍBA, PIAUÍ AND
DISTRITO FEDERAL. |
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MAIN ACTIVITIES: |
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SUPERMARKET CHAIN. |
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LEGAL FORM: |
PUBLICLY HELD
CORPORATION |
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INCORPORATION DATE: |
10/11/1981 |
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REGISTER DATE: |
19/11/1981 |
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BALANCE SHEET FILING DATE: |
31/12 |
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TAX CONTRIBUTOR NUMBER(CNPJ): |
47.508.411/0001-56 |
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STATE REGISTER: |
108.354.656.114 |
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SHARE CAPITAL: |
R$ 6.754.839.985,42 |
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LAST REGISTER OF CAPITAL: |
25/04/2013 |
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BOARD OF
DIRECTORS: |
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ENÉAS CÉSAR PESTANA NETO |
PRESIDENT DIRECTOR |
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JOSÉ ROBERTO COIMBRA TAMBASCO |
DIRECTOR |
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PAULO GUALTIERI |
DIRECTOR |
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ALEXANDRE GONÇALVES VASCONCELLOS |
DIRECTOR |
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BELMIRO DE FIGUEIREDO GOMES |
DIRECTOR |
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ANTONIO SERGIO SALVADOR DOS SANTOS |
DIRECTOR |
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DANIELA SABBAG |
DIRECTOR |
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CRISTOPHE JOSÉ HIDALGO |
DIRECTOR |
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THE DIRECTORS ARE AUTHORIZED TO SIGN ON BEHALF OF THE COMPANY. |
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SHAREHOLDERS /
PARTNERS: |
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WILKES PARTICIPAÇÕES S/A |
65,610050% |
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SUDACO PARTICIPAÇÕES LTDA |
28,711096% |
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CASINO GUICHARD PERRACHON (FRANCE) |
5,618038% |
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OTHERS |
0,060715% |
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ANA MARIA FALLEIROS DOS SANTOS DINIZ D´AVILA |
0,000001% |
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ABILIO DOS SANTOS DINIZ |
0,000100% |
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AFFILIATES /
SUBSIDIARIES: |
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NOVASOC COMERCIAL LTDA. |
10,00% |
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SÉ SUPERMERCADOS LTDA. |
100,00% |
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SENDAS DISTRIBUIDORA S.A. |
57,43% |
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BARCELONA COMÉRCIO VAREJISTA E ATACADISTA S.A. |
100,00% |
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PA PUBLICIDADE LTDA |
99,99% |
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MIRAVALLES EMPREENDIMENTOS E PARTICIPAÇÕES S.A. |
50,00% |
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CBD PANAMA TRADING CORP |
100,00% |
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CBD HOLLAND B.V. |
100,00% |
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SAPER PARTICIPAÇÕES LTDA |
24,00% |
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XANTOCARPA PARTICIPAÇÕES LTDA |
99,99% |
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VEDRA EMPREENDIMENTOS E PARTICIPAÇÕES S/A |
100,00% |
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GLOBEX UTILIDADES S/A |
95,46% |
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MANDALA EMPREENDIMENTOS E PARTICIPAÇÕES S.A. |
90,00% |
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THE SUBJECT WAS FOUNDED BY MR. VALENTIM DOS SANTOS DINIZ, A PORTUGUESE
WHICH ARRIVED IN BRAZIL IN 1929. MR. SANTOS AS HE WAS CALLED FOUNDED IN 1948
A GROSSERY STORE NAMED PÃO DE AÇÚCAR. THAT WAS THE BEGINING OF ONE OF THE
MOST IMPORTANT COMPANIES IN BRAZIL. WITH THE GROWING OF THE BUSINESS OF DOCEIRA PÃO DE AÇÚCAR 4 YEARS LATER,
IN 1952, THERE WAS ALREADY 2 BRANCH FACILITIES. IN 1959 WAS ESTABLISHED THE FIRST SUPERMAKET STORE AND IN 1965, AFTER
THE ACQUISITION OF THE SUPERMARKET CHAIN NAMED "SIRVA-SE", THE
SUBJECT ALREADY HAD 11 SUPERMARKET STORES. IN THE NEXT YEAR WAS FOUNDED THE
FIRST STORE OUT OF SÃO PAULO, IN THE CITY NAMED SANTOS. IN 1968 THE SUPERMARKET CHAIN ALREADY HAD 64 STORES AND IT WAS CREATED
THE INTERNATIONAL DIVISION IN ORDER TO ALLOW THAT THE STORES OF THE COMPANY
NOW NAMED COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO (CBD) COULD BE OPENED IN
PORTUGAL, ANGOLA, AND SPAIN. IN THE 70`S DECADE THE COMPANY CBD WENT THROUGH
A HIGH GROWTH WITH THE ACQUISITION OF THE CHAIN OF STORES NAMED
ELETRORADIOBRAZ AND WITH THE INAUGURATION OF THE FIRST STORE OF THE
HIPERMARKET CHAIN NAMED JUMBO. IN 1978 THE SUPERMARKET CHAINS SUPERBOM, PEG-PAG AND MERCANTIL WERE
ACQUIRED BY THE SUBJECT. IN 1979 IT INAUGURATED THE STORE CHAIN NAMED MINIBOX
A CHAIN OF SMALL SUPERMARKET STORES WHICH HAD AS A TARGET CLIENTS THE PEOPLE
WITH A LOWER INCOME. IN THE 80`S DECADE THE SUBJECT HAD THE HIGHEST GROWTH AND
DIVERSIFICATION IN ITS LINE OF BUSINESS. FURTHER TO THE ACQUISITION OF 5
STORES OF THE CHAIN BAZAR 13 IT ALSO ACQUIRED 6 STORES OF MORITA CHAIN, AND
IN 1980 IT WAS INAUGURATED THE TWO FIRST STORES OF SUPERBOX IN JUNDIAÍ AND IN
RIO DE JANEIRO. THE SUPERBOX CHAIN CONTROLLED BY THE SUBJECT INTRODUCED THE STANDARD
OF BIG WAREHOUSES OF FOODSTUFFS WHICH HAD A HIGH SUCCESS AND IN JUST SOMETIME
LATER HAD ALREADY 9 STORES. IN 1989, THE SUBJECT STARTED TO CONCENTRATE ITS ACTIVITIES IN THE
FIELD OF HIPERMARKETS AND INAUGURATED THE CHAIN OF STORES NAMED EXTRA WHICH
HAS LARGE STORE FACILITIES AND SELL A WIDE RANGE OF PRODUCTS AND HIGH
TECHNOLOGY EQUIPMENTS. IN ORDER TO IMPROVE ITS EFFICIENCY AND PROFITABILITY, LOST DUE TO THE
FAST GROWTH FACED IN THE PREVIOUS YEARS THE SUBJECT COMPANY AT THAT TIME
NAMED CBD, IN 1990 STARTED A REENGINEERING PROCESS GUIDED BY THE
CONCENTRATION OF THE CORE BUSINESS. AFTER THE SAID PROCESS THE SUBJECT STARTED OPERATING WITH 4 STANDARDS
OF STORES AND WHICH OF THEM WITH A TARGET AND A MARKET FOCUS WELL PLANNED AND
NAMED PÃO DE AÇÚCAR, EXTRA, SUPERBOX AND ELETRO. IN 1997, CBD HAD AS THE FOCUS THE IMPROVING OF ITS OPERATIONAL
STRUCTURE AND THE EXPANSION OF ITS STORE CHAIN AND THE IMPROVING OF THE
DISTRIBUTION FACILITIES WHICH FORMERLY HAD DISTRIBUTION CENTERS IN PREMISES
WITH 85.000 M2 AND WERE INCREASED TO 182.000 M2. THE SAID CENTERS WERE TOO
IMPORTANT FOR THE DISTRIBUTION OF PRODUCTS TO ITS CHAINS INCLUDING THOSE OF
BARATEIRO CHAIN (ACQUIRED IN 1998) AND TO THE NEW STORES WHICH WERE BEING
BUILT. IN 1997 CBD BUILT 31 NEW STORES BEING 3 OF EXTRA CHAIN, 6 OF PÃO DE
AÇÚCAR CHAIN AND 22 OF ELETRO CHAIN. FURTHERMORE IT WAS ALSO ACQUIRED 5
STORES OF THE MAMBO CHAIN (OUT OF WHICH 3 WERE TRANSFORMED INTO DIVISIONS OF
PÃO DE AÇÚCAR AND THE REMAINING 2 WERE CLOSED. IT ALSO ACQUIRED 2 STORES OF
IPCAL CHAIN AND THE TRADE FACILITES OWNED BY THE COMPANY PAMPLONA PAULISTA
COMERCIAL DE ALIMENTOS. ALL THIS ACQUISITIONS GAVE THE SUBJECT A STRONGER PRESENCE
IN THE SÃO PAULO. SEVERAL OTHER ACQUISITION AND REESTRUCTURATIONS ARE NOTED IN THE NEXT
PREVIOUS YEARS. SUPERBOX CHAIN WAS CLOSED IN OCTOBER 1998 AND ITS 5 STORES WERE
TRANSFORMED IN STORES OF EXTRA STANDARD, 2 STORES WERE TRANSFORMED TO PÃO DE AÇÚCAR
STANDARD AND 1 TO THE STANDARD OF BARATEIRO. THE STORES LOCATED IN BELÉM DO
PARÁ WAS CLOSED. IN MAY 1998 THE SUPERMARKET CHAIN BARATEIRO WAS ACQUIRED INCREASING TO
32 THE NUMBER OF STORES OUT OF WHICH 6 WERE AFTER TRANSFORMED INTO EXTRA
STORES. IN 1998 CBD ACQUIRED THE STORES OF THE CHAIN MILLO'S COMERCIAL
CARAJÁS AND STARTED MANAGING THE BUSINESS OF THE 3 SUPERMARKET STORES OWNED
BY SAB AND STATE-OWNED SUPERMARKET CHAIN LOCATED IN BRAZILIAN. IN 1999, CBD CONTINUED ITS INVESTMENTS IN THE GROUP GROWTH AND 2 NEW
STORES OF PÃO DE AÇÚCAR, 3 OF EXTRA WERE OPENED AND INVESTMENTS WERE MADE IN
THE MODERNIZATION OF 22 STORES AND IN THE CHANGE OF 1 STORE OF EXTRA TO PÃO
DE AÇÚCAR STANDARD. OTHER 26 STORES OF PÃO DE AÇÚCAR WERE TRANSFORMED INTO
BARATEIRO STANDARD. IN FEBRUARY 1999, CBD ACQUIRED THE SHARE INTEREST CONTROL OF THE
SUPERMARKET CHAIN PERALTA DE SUPERMERCADOS. THE HIPERMARKET STORE THAT WERE
FORMERLY OWNED BY PERALTA WAS TRANSFORMED INTO THE EXTRA STANDARD AND FROM
THE 37 STORES OWNED BY PERALTA 14 WERE TRANSFORMED INTO PÃO DE AÇÚCAR
STANDARD, 23 INTO BARATEIRO STANDARD ADDING A TOTAL AREA OF ABOUT 61.000 SQ.
FT. TO THE GROUP PREMISES. CBD ALSO ACQUIRED THE CHAIN OF STORES GUASSU,
LOCATED IN THE SEA COAST OF SÃO PAULO AND TRANSFORMED THE STORES INTO BARATEIRO
STORES. IN MAY, 1999, 25 STORES OF THE HIPERMARKET CHAIN PAES MENDONÇA S.A.,
WHICH WAS THE 7TH CHAIN REGARDING THE SALES AMOUNT OF 1998 , WERE LEASED BY
THE SUBJECT. THE 20 STORES WITH PREMISES IN A TOTAL AREA OF 98.000 SQ.FT. NOW
TRADE WITH THE TRADE NAME EXTRA HIPERMERCADOS, 2 STORES ARE TRADING AS
BARATEIRO AND 9 STORES ARE TRADING AS PÃO DE AÇÚCAR. THE PREMISES OF THE HIPERMARKET PAES MENDONÇA LOCATED INT BELO
HORIZONTE, WITH A TOTAL AREA OF 12.480 SQ.FT. WERE ACQUIRED BY THE SUBJECT.
IN SEPTEMBER 1999 IT WAS ALSO LEASED 2 OF THE STORES WHICH ARE OWNED BY
MAPPIN LOJAS DE DEPARTAMENTO S.A. THE LEASING CONTRACT IS EFFECTIVE FOR 20
YEARS. IN THE END OF 1999 CBD ACQUIRED 6 STORES OF THE SUPERMARKET CHAIN
SHIBATA/MOGIANO WITH OPERATIONS IN THE EAST REGION OF SÃO PAULO WITH PREMISES
OF ABOUT 19 SQ. FT. FROM THE 6 STORES 2 ARE NOW TRADING AS EXTRA
HIPERMERCADOS AND 4 ARE TRADING AS BARATEIRO. THE SUBJECT HAS 494 STORES LOCATED IN 11 STATES. FROM THE TOTAL STORES
AMOUNT 195 TRADE AS PÃO DE AÇÚCAR, 60 TRADE AS EXTRA, 153 TRADE AS COMPREBEM
- BARATEIRO, 50 AS EXTRA ELETRO AND 36 AS SÉ" IN NOVEMBER 2001, SUBJECT ACQUIRED 26 STORES FROM THE SUPERMARKET
CHAIN SUPERMERCADOS ABC S.A., IN THE STATE OF RIO DE JANEIRO. IN JUNE 2002, SUBJECT ACQUIRED THE HYPERMARKET CHAIN "SÉ
SUPERMERCADOS". THE PRICE VALUE WAS R$ 375 MILLION, INCLUDING THE
ABSORPTION OF FINANCIAL LIABILITIES, WHICH AMOUNTED TO R$ 124,4 MILLION. WITH
60 STORES OPERATING IN 16 CITIES IN SÃO PAULO THE CHAIN SÉ SUPERMERCADOS
REACHED AN ANNUAL GROSS REVENUE OF R$ 1 BILLION IN 2001. ON MAY 03, 2005 THE DINIZ GROUP (COMPRISED BY THE SHAREHOLDERS ABILIO
DINIZ, PENÍNSULA PARTICIPAÇÕES LTDA., AND OTHER DINIZ FAMILY MEMBERS THAT
CONTROLS PENÍNSULA) AND THE CASINO GROUP SIGNED A JOINT-VENTURE AGREEMENT
THAT ESTABLISHES A NUMBER OF TRANSACTIONS THAT RESULTED IN THE SHARED CONTROL
BY CASINO GROUP AND DINIZ GROUP, OVER CBD AND THE CBD'S PARENT COMPANY. THE
CASSINO GROUP AND DINIZ GROUP SUBSCRIBED 2,2 BILLION AND 30,5 BILLION OF
COMMON SHARES, RESPECTIVELLY, TO THE PARENT COMPANY, WHICH HAS 65,6% OF
SHARES WITH VOTING RIGHTS OF CBD, WHAT REPRESENTS 28,8% OF THE SHARE CAPITAL.
THE CASSINO GROUP HOLDS 50% OF COMMON SHARES AND 68,8% OF THE SUBJECT'S
PARENT COMPANY SHARE CAPITAL.THE CASSINO GROUP WILL CARRY OUT IN CASH
PAYMENTS TO THE DINIZ GROUP THE AMOUNT OF US$ 200 MILLION (THAT MAY BE
REINVESTED IN THE ACQUISITION OF SHARES OF CASSINO GROUP) AND US$ 1 BILLION (
THAT WILL BE USED IN THE PURCHASING OF 60 REAL ESTATE FROM CBD). THE CASSINO
GROUP TRANSFERRED 12,5 BILLION OF PREFERRED SHARES FROM CBD TO THE DINIZ
GROUP. THE CASSINO GROUP ALSO EXCHANGED WITH DINIZ GROUP 1,3 BILLION OF
PREFERRED SHARES OF CBD BY 1,3 BILLION OF COMMON SHARES OF CBD.SHARED
MANAGEMENTTHE MANAGEMENT BOARD OF CBD WILL BE FORMED BY 05 REPRESENTATIVES OF
CASSINO GROUP, 05 REPRESENTATIVES OF DINIZ GROUP AND 04 INDEPENDENT
COUNSELORS, JOINTLY APPOINTED BY THE CASSINO AND DINIZ GROUPS. ABILIO DINIZ
WILL REMAIN AS PRESIDENT OF THE MANAGEMENT BOARD OF CBD. REAL ESTATE AND
BUILDINGS COVERING 60 STORES AND ASSOCIATED SHOPPING MALLS (28
"EXTRA" HYPERMARKETS AND 32 "PÃO DE AÇUCAR"
SUPERMARKETS), WITH GROSS REVENUE OF AROUND R$ 5 BILLION (APPROXIMATELLY
30,5% OF TOTAL SALES), WILL BE TRANSFERRED TO A REAL ESTATE AGENCY OF THE
DINIZ GROUP. THESE PROPERTIES WILL BE TRANSFERRED ACCORDING TO THE FAIR
MARKET VALUE, CURRENTLY ESTIMATED AT R$ 1.029.000.000,00 (EVALUATED BY
INDEPENDENT INTERNATIONAL EXPERTS).THE CBD AND THE REAL ESTATE AGENCY WILL
SIGN A LONG TERM LEASING CONTRACT, ACCORDING TO THE BRAZILIAN MARKET
CONDITIONS. THE RENTALS, SPECIALLY, WILL SUM 2% OF THE GROSS REVENUE AND
LEASING TERMS WILL BE 20 YEARS, WITH 02 SUBSEQUENT RENEWS OF 10 YEARS WITH
OPTION TO CBD.THE SUBJECT IS THE LARGEST SUPERMARKET CHAINS OPERATING IN
BRAZIL AND IS WELL-KNOWN FROM NORTH TO SOUTH OF THE COUNTRY. RELEVANT FACT (DECEMBER 05, 2006): PURSUANT TO THE DISCLOSURE OF THE RELEVANT FACT, PUBLISHED BY CBD ON
MAY 04, 2005, AND ON THE STRENGTH OF STUDIES MADE AS WELL AS OF DEBATES HELD
PREVIOUSLY WITHIN THE MANAGEMENTS OF BOTH CBD AND VIERI, IT WAS DECIDED FOR
THE INCORPORATION OF THE NET ASSETS BELONGING TO VIERI BY CBD, TO THE EXTENT
THAT SUCH OPERATION SHALL BRING BENEFITS TO CBD AND CONSEQUENTLY, TO ALL ITS
SHAREHOLDERS, AS WELL AS TO VIERI'S SHAREHOLDERS, AS IT SHALL BE EVINCED TO
WIT. CURRENT CORPORATE STRUCTURE CBD IS A PUBLICLY TRADED COMPANY AND ITS CAPITAL STOCK ON THIS DATE IS
OF R$ 3,954,629,319.75 (THREE BILLION, NINE HUNDRED AND FIFTY-FOUR MILLION, SIX
HUNDRED AND TWENTY-NINE THOUSAND, THREE HUNDRED AND NINETEEN REAIS AND
SEVENTY-FIVE CENTAVOS), FULLY SUBSCRIBED AND PAID IN, DIVIDED INTO
113,771,378,433 (ONE HUNDRED AND THIRTEEN BILLION, SEVEN HUNDRED AND
SEVENTY-ONE MILLION, THREE HUNDRED AND SEVENTY-EIGHT THOUSAND AND FOUR
HUNDRED AND THIRTY-THREE) SHARES, OF WHICH 49,839,925,688 (FORTY-NINE
BILLION, EIGHT HUNDRED AND THIRTY-NINE MILLION, NINE HUNDRED AND TWENTY-FIVE
THOUSAND, SIX HUNDRED AND EIGHTY-EIGHT) ARE COMMON SHARES, AND 63,931,452,745
(SIXTY-THREE BILLION, NINE HUNDRED AND THIRTY-ONE MILLION, FOUR HUNDRED AND
FIFTY-TWO THOUSAND SEVEN HUNDRED AND FORTY-FIVE) ARE PREFERRED SHARES, ALL OF
WHICH BEING NOMINAL SHARES WITH NO FACE VALUE. VIERI IS A CLOSELY HELD COMPANY, THE CAPITAL STOCK WHEREOF, FULLY
SUBSCRIBED AND PAID IN, ON THIS DATE IS WORTH R$ 1,724,041,373.14 (ONE
BILLION, SEVEN HUNDRED AND TWENTY-FOUR MILLION, FORTY-ONE THOUSAND, THREE
HUNDRED AND SEVENTY-THREE REAIS AND FOURTEEN CENTAVOS) BEING DIVIDED UP INTO
20,375,000,000 (TWENTY-BILLION, THREE HUNDRED AND SEVENTY-FIVE MILLION)
COMMON SHARES; AND 26,634,588,419 (TWENTY-SIX BILLION, SIX HUNDRED AND
THIRTY-FOUR MILLION, FIVE HUNDRED AND EIGHTY-EIGHT THOUSAND AND FOUR HUNDRED
AND NINETEEN) PREFERRED SHARES, OF WHICH 12,325,000,000 (TWELVE BILLION AND
THREE HUNDRED AND TWENTY-FIVE MILLION) ARE CLASS "A" PREFERRED
SHARES, AND 14,309,588,419 (FOURTEEN BILLION, THREE HUNDRED AND NINE MILLION,
FIVE HUNDRED AND EIGHTY-EIGHT THOUSAND AND FOUR HUNDRED AND NINETEEN) ARE
CLASS "B" PREFERRED SHARES, ALL OF WHICH BEING NOMINAL SHARES WITH
NO FACE VALUE. ON THIS DATE, VIERI IS THE OWNER OF 47,009,588,419 (FORTY-SEVEN
BILLION, NINE MILLION, FIVE HUNDRED AND EIGHTY-EIGHT THOUSAND AND FOUR
HUNDRED AND NINETEEN) COMMON SHARES ISSUED BY CBD. AS RESULT OF THE CONVEYANCE TO WILKE'S CAPITAL STOCK OF THE TOTALITY
OF THE SHARES ISSUED BY VIERI, WHICH ARE DIRECTLY OR INDIRECTLY OWNED BY
ABÍLIO DINIZ AND BY CASINO. HEREINABOVE, WILKES BECAME THE SOLE DIRECT
VIERI'S SHAREHOLDER, OWNER OF THE TOTALITY OF THE COMMON AND PREFERRED SHARES
ISSUED BY VIERI. RELEVANT FACT: COMPANHIA BRASILEIRA DE DISTRIBUIÇÃO ("CBD" OR
"COMPANY") HEREBY ANNOUNCES TO THE MARKET THE FOLLOWING RELATED TO
THE INSTALLMENT PAYMENT BY THE COMPANY'S SUBSIDIARY, MANDALA EMPREENDIMENTOS
E PARTICIPAÇÕES S.A. ("MANDALA") OF THE PURCHASE PRICE OF SHARES
ISSUED BY GLOBEX UTILIDADES S.A. ("GUSA"). 1. PURSUANT TO THE SHARE PURCHASE AGREEMENT EXECUTED ON JUNE 7, 2009
BETWEEN ON THE ONE HAND, MANDALA AND KEENE INVESTMENT CORPORATION S.A.,
PARVEST - PARTICIPAÇÃO E ADMINISTRAÇÃO LTDA., TAMARAC INVESTMENT, LLC, BLUE
SPRINGS HOLDINGS, LLC, LINNETSONG INVESTMENTS LTD., LLC AND PHILLIMORE
HOLDINGS LLC (THE "GUSA'S CONTROLLING SHAREHOLDERS"), ON THE OTHER
HAND AND WILKES PARTICIPAÇÕES S.A.("WILKES") AND CBD AS INTERVENING
PARTIES, AS SUBSEQUENTLY AMENDED (THE "AGREEMENT"), THE PURCHASE
PRICE OF SHARES ISSUED BY GUSA THEN HELD BY GUSA'S CONTROLLING SHAREHOLDERS
WAS R$9.4813 PER SHARE, R$4.2942 PAID IN CASH AND R$5.871 TO BE PAID BY
INSTALLMENTS IN THE 4TH ANNIVERSARY OF THE OPERATION CLOSING DATE, ADJUSTED
ACCORDING TO THE CDI VARIATION, IN THE PERIOD BETWEEN THE 90TH DAY AFTER THE
EXECUTION DATE OF THE AGREEMENT AND THE EFFECTIVE DATE OF PAYMENT, PRO RATA
TEMPORIS (THE "CREDIT"). 1.1. IN ADDITION, ACCORDING TO THE AGREEMENT, MANDALA HAD TO OFFER TO
GUSA'S MINORITY SHAREHOLDERS (THE "GUSA'S MINORITY SHAREHOLDERS")
THE RIGHT TO ADHERE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, BY SELLING
THEIR SHARES TO MANDALA FOR A PRICE CORRESPONDING TO 80% OF THE PURCHASE PRICE
PER SHARE PAID TO GUSA'S CONTROLLING SHAREHOLDERS, IN THE AMOUNT OF R$7.5850
PER SHARE, R$3.4353 WERE PAID IN CASH AND R$4.1497 WILL BE PAID BY
INSTALLMENTS, AND THIS INSTALLMENT ALSO REFERRED TO AS "CREDIT". 2. THE AGREEMENT ALSO SETS FORTH THAT THE BOARD OF DIRECTORS OF CBD
WOULD CALL A GENERAL SHAREHOLDERS' MEETING OF CBD AND ITS AGENDA TO INCLUDE
THE APPROVAL OF THE COMPANY'S CAPITAL STOCK INCREASE UP TO R$664,361,840.00,
BY ISSUING 16,609,046 NON-VOTING CLASS B PREFERRED SHARES (THE "CLASS B
SHARES"), SUBJECT TO A LOCK-UP PERIOD (THE "LOCK-UP PERIOD")
AND THE MANDATORY CONVERSION INTO THE COMPANY'S CLASS A SHARES, AS PER
SCHEDULE BELOW: (I) 32% OF TOTAL CLASS B SHARES ISSUED WILL BE CONVERTED WITHIN FIVE
(5) CONSECUTIVE DAYS, AS OF THE RATIFICATION DATE OF CAPITAL INCREASE, I.E.,
SEPTEMBER 28, 2009; (II) 28% OF TOTAL CLASS B SHARES ISSUED WILL BE CONVERTED ON JANUARY
7, 2010; (III) 20% OF TOTAL CLASS B SHARES ISSUED WILL BE CONVERTED ON JULY 7,
2010; AND (IV) 20% OF TOTAL CLASS B SHARES ISSUED WILL BE CONVERTED ON JANUARY
7, 2011. 3. GUSA'S CONTROLLING SHAREHOLDERS AND ALL GUSA'S MINORITY
SHAREHOLDERS ADHERING TO THE AGREEMENT SHOULD BE REQUIRED TO SUBSCRIBE CLASS
B SHARES, WHOSE PREEMPTIVE RIGHTS WOULD BE ASSIGNED BY WILKES, AS WELL AS
EVENTUAL UNSOLD CLASS B SHARES RESULTING FROM SHARES NOT SUBSCRIBED BY CBD'S
SHAREHOLDERS. ALSO PURSUANT TO THE AGREEMENT, THE CLASS B SHARES WOULD BE
FULLY PAID-UP BY USING THE CREDIT, ACCRUED BY 10% ONCE EXERCISED THE
SUBSCRIPTION OPTION OF CLASS B SHARES. 4. ON JULY 6, 2009, THE GENERAL SHAREHOLDERS' MEETING OF THE COMPANY
APPROVED THE AFOREMENTIONED CAPITAL STOCK INCREASE, EXCLUSIVELY BY MEANS OF
THE ISSUE OF CLASS B SHARES, AT R$40.00 PER SHARE (THE "CAPITAL
INCREASE"). THE CLASS B SHARES ISSUED DUE TO THE CAPITAL INCREASE COULD
BE SUBSCRIBED: (I) BY CBD'S SHAREHOLDERS, BY EXERCISING THEIR PREEMPTIVE
RIGHTS IN THE SUBSCRIPTION OF NEW COMPANY SHARES AND PAID-UP IN CASH, IN
DOMESTIC CURRENCY; (II) BY GUSA'S CONTROLLING SHAREHOLDERS AND TO BE PAID-UP
BY CAPITALIZING THE CREDIT HELD THEREBY; AND (III) BY GUSA'S MINORITY
SHAREHOLDERS ADHERING TO THE AGREEMENT, THESE SHARES ALSO TO BE PAID-UP BY
CAPITALIZING THE CREDIT HELD THEREBY. 5. ONCE EXPIRED THE TERMS PROVIDED FOR IN THE AGREEMENT, ONE HUNDRED
AND TWENTY (120) GUSA'S MINORITY SHAREHOLDERS OPTED FOR ADHERING TO THE
AGREEMENT, SO THAT TO SELL THEIR SHARES ISSUED BY GUSA TO MANDALA. THUS, IN
VIEW OF THE AFOREMENTIONED ADHESION, GUSA'S MINORITY SHAREHOLDERS JOINTLY
DECLARED THE CREDIT IN THE TOTAL AMOUNT OF R$142,517,539.00 TO BE USED IN THE
SUBSCRIPTION AND PAYMENT OF CLASS B SHARES. IN ADDITION, PURSUANT TO THE
AGREEMENT, GUSA'S CONTROLLING SHAREHOLDERS ARE HOLDERS OF CREDIT, IN THE
AMOUNT OF R$496,193,966.00. 5.1. THEREFORE, DUE TO THE AMOUNT OF CREDITS, GUSA'S MINORITY
SHAREHOLDERS ADHERING TO THE AGREEMENT COULD SUBSCRIBE 3,562,938 CLASS B
SHARES AND GUSA'S CONTROLLING SHAREHOLDERS COULD SUBSCRIBE 12,404,849 CLASS B
SHARES. 5.2. NEVERTHELESS, AS THE AGREEMENT SETS FORTH, IF AS A RESULT OF THE
EXERCISE OF PREEMPTIVE RIGHT IN THE SUBSCRIPTION OF CLASS B SHARES BY CBD'S
SHAREHOLDERS, THE AMOUNT OF CLASS B SHARES ISSUED WITHIN THE SCOPE OF CAPITAL
INCREASE IS NOT SUFFICIENT TO USE THE ENTIRE CREDIT HELD BY GUSA'S
CONTROLLING SHAREHOLDERS AND BY GUSA'S MINORITY SHAREHOLDERS, THE PORTION OF
CREDIT NOT USED IN THE SUBSCRIPTION AND PAYMENT OF CLASS B SHARES BY GUSA'S
CONTROLLING SHAREHOLDERS AND GUSA'S MINORITY SHAREHOLDERS WOULD BE PAID IN
CASH, IN DOMESTIC CURRENCY, WITHIN TEN (10) BUSINESS DAYS AS OF THE
RATIFICATION OF CAPITAL INCREASE, BY USING THE AMOUNT RESULTING FROM THE
PAYMENT OF CLASS B SHARES BY CBD'S SHAREHOLDERS. 6. AFTER ELAPSING THE FORTY-FIVE (45) DAY PRECLUSIVE TERM FOR THE
EXERCISE OF PREEMPTIVE RIGHT FOR THE SUBSCRIPTION OF CLASS B SHARES BY CBD'S
SHAREHOLDERS, AS WELL AS THE TERM TO DISTRIBUTE UNSUBSCRIBED CLASS B SHARES,
AS PROVIDED FOR IN ITEM B OF PARAGRAPH 7 OF ARTICLE 171 OF THE BRAZILIAN
CORPORATION LAW, WE VERIFIED THAT 11,935,446 CLASS B SHARES WERE SUBSCRIBED
BY CBD'S MINORITY SHAREHOLDERS, SO THAT 4,673,600 CLASS B SHARES REMAIN TO BE
DISTRIBUTED BETWEEN GUSA'S CONTROLLING SHAREHOLDERS AND GUSA'S MINORITY
SHAREHOLDERS ADHERING TO THE AGREEMENT. 7. THUS, CONSIDERING THAT, AS A RESULT OF THE EXERCISE OF PREEMPTIVE
RIGHT IN THE SUBSCRIPTION OF CLASS B SHARES BY CBD'S SHAREHOLDERS, THE AMOUNT
OF REMAINING CLASS B SHARES, COMPOSED OF WILKES' ASSIGNMENTS OF SUBSCRIPTION
RIGHTS AND UNSOLD SHARES FOR SUBSCRIPTION AND PAYMENT BY GUSA'S CONTROLLING SHAREHOLDERS
AND GUSA'S MINORITY SHAREHOLDERS IS NOT SUFFICIENT TO USE THE ENTIRE CREDIT
HELD THEREBY, THE COMPANY ANNOUNCES THAT THE REMAINING 4,673,600 CLASS B
SHARES WILL BE DISTRIBUTED BETWEEN GUSA'S CONTROLLING SHAREHOLDERS AND GUSA'S
MINORITY SHAREHOLDERS, PROPORTIONALLY TO THE CREDIT HELD BY EACH ONE AGAINST
MANDALA, CORRESPONDING TO 3,630,824 CLASS B SHARES TO GUSA'S CONTROLLING
SHAREHOLDERS AND 1,042,776 CLASS B SHARES TO GUSA'S MINORITY SHAREHOLDERS. 7.1. THEREFORE, THE AMOUNT OF CREDIT HELD BY GUSA'S CONTROLLING
SHAREHOLDERS AND GUSA'S MINORITY SHAREHOLDERS WILL BE PAID AS FOLLOWS: (I) 29.2689348% IN CLASS B SHARES, DISTRIBUTED PROPORTIONALLY TO THE
CREDIT HELD BY EACH SHAREHOLDER AGAINST MANDALA; (II) 70.7310652% IN DOMESTIC CURRENCY, PROPORTIONALLY TO THE CREDIT
HELD BY EACH SHAREHOLDER AGAINST MANDALA, AS FOLLOWS: A) GUSA'S CONTROLLING
SHAREHOLDERS WILL RECEIVE ON OCTOBER 2, 2009 THE AMOUNT OF R$ 350,961,006.40, REFERRING TO THE PORTION
OF CREDIT NOT USED IN THE SUBSCRIPTION AND PAYMENT OF CLASS B SHARES; AND B) GUSA'S MINORITY
SHAREHOLDERS WILL RECEIVE ON OCTOBER 2, 2009, THE AMOUNT OF R$
100,806,493.30, REFERRING TO THE PORTION OF CREDIT NOT USED IN THE
SUBSCRIPTION AND PAYMENT OF CLASS B SHARES. 8. IN ADDITION, PURSUANT TO THE AGREEMENT, EXCEPT FOR THE FIRST
RELEASE OF LOCK-UP PERIOD TO OCCUR ON SEPTEMBER 28, 2009, IF ON EACH RELEASE
DATE OF CLASS B SHARES LOCK-UP PERIOD, AS PER CONVERSION SCHEDULE INDICATED
IN ITEM 2 ABOVE, THE MARKET VALUE OF CLASS A SHARES, CALCULATED ACCORDING TO
THE WEIGHTED AVERAGE PRICE BY VOLUME AT EACH TRADING SESSION, AT 15 TRADING
SESSIONS OF BM&FBOVESPA
IMMEDIATELY PRECEDING EACH DATE OF CONVERSION, IS LESS THAN THE PRICE PER
CLASS A SHARE OF FORTY REAIS (R$40.00), DULY ADJUSTED ACCORDING TO THE CDI
RATE VARIATION, AS OF JUNE 7, 2009 UNTIL THE RESPECTIVE RELEASE DATE OF
LOCK-UP PERIOD, MANDALA SHALL PAY TO GUSA'S CONTROLLING SHAREHOLDERS AND
GUSA'S MINORITY SHAREHOLDERS AN AMOUNT CORRESPONDING TO SAID DIFFERENCE, PER
SUBSCRIBED CLASS B SHARE (THE "DIFFERENCE"). 9. FINALLY, WE INFORM THAT IN RELATION TO CLASS B SHARES THAT WILL BE
CONVERTED ON SEPTEMBER 28, 2009, THE DIFFERENCE AMOUNT IS R$3.6927 PER CLASS
B SHARE, DULY ADJUSTED ACCORDING TO THE CDI VARIATION AS OF JUNE 7, 2009, AS
SET FORTH IN THE AGREEMENT. PARTNERSHIP WITH CASAS BAHIA IN DECEMBER 2009, GPA AND THE CONTROLLING PARTNERS OF CASAS BAHIA
ENTERED INTO A PARTNERSHIP AGREEMENT AIMING AT MERGING THEIR RETAIL TRADE OF
DURABLE GOODS, AS WELL AS CONSOLIDATING THE DURABLE GOODS E-COMMERCE. THIS
PARTNERSHIP WILL ALLOW GPA TO OFFER A LARGER DIVERSITY OF PRODUCTS, BETTER
CUSTOMER SERVICE AND EASIER CREDIT ACCESS. THIS OPERATION IS PENDING APPROVAL
FROM THE BRAZILIAN ANTITRUST AUTHORITIES. ONCE CONCLUDED THE MERGER BETWEEN GLOBEX AND CASAS BAHIA RETAIL BUSINESSES,
THE COMPANY WILL HAVE THE CONTROLLING INTEREST IN GLOBEX'S TOTAL AND VOTING
CAPITAL, HOLDING, AT LEAST, FIFTY PERCENT (50%) OF THE COMMON SHARES PLUS
ONE. THIS PARTNERSHIP WILL BE IMPLEMENTED WITHIN 120 DAYS AS OF THE DATE
THE AGREEMENT IS SIGNED AND THE CONSOLIDATION OF RETAIL AND E-COMMERCE
BUSINESSES WILL OCCUR SIMULTANEOUSLY. AT DECEMBER 31, 2009, SAID TRANSACTION
DID NOT CREATE ANY ACCOUNTING RECORD. AT THE EXTRAORDINARY GENERAL MEETING HELD AT JANUARY 11, 2010,
SHAREHOLDERS APPROVED THE PARTNERSHIP AGREEMENT, SIGNED BY CBD, MANDALA AND
GLOBEX AND CONTROLLING PARTNERS OF CASA BAHIA COMMERCIAL LTDA. AT DECEMBER 4,
2009, WHICH ESTABLISHES THE TERMS AND CONDITIONS THAT WILL RULE THEIR
BUSINESS IN THE DURABLE GOODS RETAIL TRADE. ON FEBRUARY 3, 2010, THE COMPANY AND CASAS BAHIA ENTERED INTO A
PROVISIONAL AGREEMENT FOR REVERSIBLE OPERATION (APRO) WITH THE ADMINISTRATIVE
COUNCIL FOR ECONOMIC DEFENSE - CADE, SETTING FORTH THE FOLLOWING: (I) THE
COMPANIES SHALL MAINTAIN THEIR BRANDS, CASAS BAHIA AND PONTO FRIO, AND ALSO
SHALL CARRY OUT SEPARATE PROMOTIONAL CAMPAIGNS, ENSURING ADVERTISING
INVESTMENTS IN LEVELS COMPATIBLE WITH THE PREVIOUS YEARS, BESIDES THE
EXCEPTIONAL ASSUMPTIONS DERIVING FROM THE ECONOMIC SITUATION; (II) THE
COMPANIES SHALL CONTINUE OPERATING CURRENT STORES IN THE 146 MUNICIPALITIES
WHERE CASAS BAHIA AND PONTO FRIO PERFORM THEIR ACTIVITIES; (III) THEY SHALL
MAINTAIN THEIR RESPECTIVE WAREHOUSES (CDS), ALSO UNDERTAKING TO MAINTAIN
THEIR OVERALL EMPLOYMENT LEVELS; (IV) THEY MAINTAIN THE FURNITURE FACTORY
BARTIRA, SUBSIDIARY OF CASAS BAHIA THAT OPERATES EXCLUSIVELY FOR THE GROUP;
(V) THEY SHALL MAINTAIN THEIR RESPECTIVE CREDIT FACILITY POLICIES; AND (VI)
THEY SHALL MAINTAIN THEIR PROCUREMENT STRUCTURES AND COMMERCIAL AGREEMENTS
SEPARATELY, EVEN IF THEY ARE ABLE TO WORK TOGETHER IN THIS FIELD. EXCEPT FOR
THESE SPECIFIC CONDITIONS, THE COMPANIES MAY ADOPT THE MEASURES NECESSARY TO
CONSOLIDATE THEIR ACTIVITIES AND CAPTURE THE SYNERGIES RESULTING FROM THIS
OPERATION. ON MARCH 14, 2011, IT WAS APPROVED BY THE SHAREHOLDERS OF THE COMPANY
THE ACQUISITION OF 250.001.000 SHARES OF SENDAS S.A. BY ITS SUBSIDIARY
BARCELONA COMERCIO VAREJISTA E ATACADISTA S.A. FURTHER DETAILS ABOUT THE SUBJECT'S HISTORY ARE SO FAR NOT KNOWN. |
|
PUBLIC INFORMATION: |
|
PROTESTS: |
|
299 PROTESTS,TOTAL AMOUNT R$
1.730.814,26 |
|
DATE OF FIRST PROTEST:
06/2008 R$ 3.103,03 |
|
DATE OF HIGHEST PROTEST:
12/2012 R$ 194.675,54 |
|
DETAILS OF LATEST PROTESTS: |
|
NOTARY OFFICE: |
DATE: |
VALUE: |
|
1º CARTORIO DE GUARULHOS/SP |
29/04/2013 |
R$ 825,60 |
|
1º CARTORIO DE SAO BERNARDO DOCAMPO/SP |
26/04/2013 |
R$ 802,98 |
|
7º CARTORIO DE SAO PAULO/SP/CAPITAL |
29/04/2013 |
R$ 3.138,21 |
|
1º CARTORIO DE GUARULHOS/SP |
29/04/2013 |
R$ 849,33 |
|
2º CARTORIO DE SAO BERNARDO DOCAMPO/SP |
03/05/2013 |
R$ 579,22 |
|
LAWSUITS: |
|
|
|
|
DATE: |
COURT OF LAW: |
|
3 |
EVICTIONS |
14/03/13 |
2º VARA DE RIBEIRAO PRETO/SP |
|
281 |
MUNICIPAL LAWSUITS |
26/04/13 |
VARA DE MOGI DAS CRUZES/SP |
|
230 |
FEDERAL LAWSUITS |
29/04/13 |
2ª VARA DE SAO PAULO/SP/FEDERAL |
|
6 |
EXECUTIVE LAWSUITS |
17/05/12 |
7º VARA DE SALVADOR/BA |
|
733 |
STATE LAWSUITS |
24/04/13 |
VARA DE PRAIA GRANDE/SP |
|
5 |
MONITORY SUITS |
23/11/12 |
34º VARA DE SAO PAULO/SP/CENTRAL |
|
GENERAL BALANCE
SHEETS AS OF 31/03/2013, 31/12/2012 AND 31/12/2011. |
|
( FIGURES ARE IN
THOUSANDS OF REAIS ). |
|
ASSETS |
|
|
|
|
CURRENT: |
31/03/2013 |
31/12/2012 |
31/12/2011 |
|
|
|
|
|
|
CASH AND BANKS |
2.150.596 |
2.890.331 |
2.328.783 |
|
CLIENTS |
679.620 |
492.642 |
831.669 |
|
INVENTORY |
2.132.190 |
2.132.697 |
1.914.938 |
|
RECOVERABLE TAXES |
199.257 |
193.714 |
413.721 |
|
PRE PAID EXPENSES |
90.200 |
30.096 |
50.404 |
|
ACCOUNTS RECEIVABLE |
23.332 |
21.141 |
17.778 |
|
OTHER |
54.276 |
30.142 |
|
|
|
---------------- |
---------------- |
---------------- |
|
TOTAL CURRENT ASSETS |
5.329.471 |
5.790.763 |
5.557.293 |
|
LONG-TERM
RECEIVABLES: |
|
|
|
|
|
|
|
|
|
DEFERRED TAXES |
180.359 |
185.491 |
225.010 |
|
JUDICIAL DEPOSITS |
541.751 |
548.375 |
386.487 |
|
ACCOUNTS RECEIVABLES |
28.932 |
25.740 |
46.736 |
|
INTERCOMPANY CREDITS |
449.401 |
1.532.309 |
1.143.031 |
|
RECOVERABLE TAXES |
236.746 |
217.651 |
24.526 |
|
PRE PAID EXPENSES |
44.581 |
49.064 |
31.979 |
|
OTHER CREDITS |
|
|
124.276 |
|
|
---------------- |
---------------- |
---------------- |
|
TOTAL LONG-TERM RECEIVABLES |
1.481.770 |
2.558.630 |
1.982.045 |
|
FIXED ASSETS: |
|
|
|
|
|
|
|
|
|
INVESTMENTS |
7.950.256 |
6.736.527 |
4.191.683 |
|
FIXED ASSETS |
5.894.094 |
5.816.754 |
5.074.613 |
|
INTANGIBLE |
1.104.115 |
1.108.116 |
949.890 |
|
|
---------------- |
---------------- |
---------------- |
|
TOTAL FIXED ASSETS |
14.948.465 |
13.661.397 |
10.216.186 |
|
|
================ |
================ |
================ |
|
TOTAL ASSETS |
21.759.706 |
22.010.790 |
17.755.524 |
|
LIABILITIES: |
|
|
|
|
CURRENT: |
31/03/2013 |
31/12/2012 |
31/12/2011 |
|
|
|
|
|
|
SOCIAL / LABOR OBLIGATIONS |
283.233 |
330.884 |
297.300 |
|
SUPPLIERS |
2.118.553 |
2.357.379 |
2.526.912 |
|
TAX LIABILITIES |
136.506 |
101.508 |
69.102 |
|
LOANS AND FINANCING |
2.240.108 |
1.418.852 |
712.678 |
|
DEBT WITH RELATED PARTIES |
2.290.360 |
2.247.329 |
188.272 |
|
DIVIDENDS |
|
|
103.387 |
|
PROVISIONS |
20.178 |
24.550 |
176.171 |
|
OTHER DEBTS |
633.253 |
618.339 |
175.336 |
|
|
---------------- |
---------------- |
---------------- |
|
TOTAL CURRENT LIABILITIES |
7.722.191 |
7.098.841 |
4.249.158 |
|
LONG TERM
LIABILITIES: |
|
|
|
|
|
|
|
|
|
LOANS AND FINANCING |
3.804.205 |
4.903.336 |
4.429.542 |
|
INSTALLMENTS TAXES PAYABLE |
1.100.393 |
1.119.029 |
1.202.667 |
|
PROVISIONS |
339.545 |
345.683 |
236.922 |
|
OTHER |
48.023 |
49.176 |
11.962 |
|
|
---------------- |
---------------- |
---------------- |
|
TOTAL LONG TERM LIABILITIES |
5.292.166 |
6.417.224 |
5.881.093 |
|
NET EQUITY: |
|
|
|
|
|
|
|
|
|
SHARE CAPITAL |
6.711.123 |
6.710.035 |
6.129.405 |
|
CAPITAL RESERVES |
242.132 |
228.459 |
384.342 |
|
PROFIT RESERVES |
1.555.519 |
1.556.231 |
1.111.526 |
|
ACCRUED PROFIT (LOSS) |
236.575 |
|
|
|
|
---------------- |
---------------- |
---------------- |
|
TOTAL NET EQUITY |
8.745.349 |
8.494.725 |
7.625.273 |
|
|
================ |
================ |
================ |
|
TOTAL LIABILITIES |
21.759.706 |
22.010.790 |
17.755.524 |
|
PROFIT AND LOSS ACCOUNTS AS OF 31/03/2013, 31/12/2012 AND 31/12/2011. |
|
( FIGURES ARE IN THOUSANDS OF REAIS ). |
|
|
31/03/2013 |
31/12/2012 |
31/12/2011 |
|
|
|
|
|
|
NET SALES |
5.144.007 |
19.051.959 |
17.744.191 |
|
(-) COST OF SOLD GOODS |
3.744.468 |
14.064.637 |
13.158.402 |
|
|
---------------- |
---------------- |
---------------- |
|
GROSS PROFIT |
1.399.539 |
4.987.322 |
4.585.789 |
|
OPERATING REVENUE (EXPENSE) |
-998.692 |
-3.295.770 |
-3.309.555 |
|
FINANCIAL REVENUE(EXPENSE) |
-106.912 |
-455.910 |
-472.935 |
|
|
---------------- |
---------------- |
---------------- |
|
OPERATIONAL PROFIT (LOSS) |
293.935 |
1.235.642 |
803.299 |
|
CONTRIBUTION/INCOME TAX |
-57.360 |
-184.461 |
-85.080 |
|
|
---------------- |
---------------- |
---------------- |
|
NET PROFIT (LOSS) |
236.575 |
1.051.181 |
718.219 |
|
RATIOS: |
31/03/2013 |
31/12/2012 |
31/12/2011 |
|
QUICK RATIO |
,41 |
|
,52 |
|
,86 |
|
|
CURRENT RATIO |
,69 |
|
,82 |
|
1,31 |
|
|
ACCOUNTS RECEIVABLE TURNOVER |
7,57 |
TIMES |
38,67 |
TIMES |
21,34 |
TIMES |
|
DAYS' SALES IN RECEIVABLES |
11,89 |
DAYS |
9,31 |
DAYS |
16,87 |
DAYS |
|
INVENTORY TURNOVER |
1,76 |
TIMES |
6,59 |
TIMES |
6,87 |
TIMES |
|
ACCOUNTS PAYABLE PERIOD |
50,92 |
DAYS |
60,34 |
DAYS |
69,13 |
DAYS |
|
RETURN ON ASSETS |
,24 |
TIMES |
,87 |
TIMES |
1,00 |
TIMES |
|
SALES TURNOVER ON NET EQUITY |
,59 |
TIMES |
2,24 |
TIMES |
2,33 |
TIMES |
|
NET WORTH TIE-UP |
,67 |
|
,68 |
|
,67 |
|
|
INDEBTEDNESS |
1,49 |
|
1,59 |
|
1,33 |
|
|
EQUITY RATIO |
40,19 |
% |
38,59 |
% |
42,95 |
% |
|
WORKING CAPITAL RATIO |
-30,99 |
% |
-18,43 |
% |
30,79 |
% |
|
GENERAL SOLVENCY |
1,67 |
|
1,63 |
|
1,75 |
|
|
RETURN ON NET EQUITY |
2,71 |
% |
12,37 |
% |
9,42 |
% |
|
RETURN ON SALES (PROFIT MARGIN) |
4,60 |
% |
5,52 |
% |
4,05 |
% |
|
GROSS PROFIT MARGIN |
27,21 |
% |
26,18 |
% |
25,84 |
% |
|
OPERATIONAL RESULT |
5,71 |
% |
6,49 |
% |
4,53 |
% |
|
SALES TURNOVER ON LIABILITIES |
,67 |
TIMES |
2,68 |
TIMES |
4,18 |
TIMES |
|
FOREIGN CURRENCY ON ASSETS |
|
|
|
|
|
|
|
FOREIGN CURRENCY ON LIABILITIES |
|
|
|
|
|
|
|
EXCHANGE RATE: |
|
|
US$ 1,00 = R$ 2,00 |
- OFFICIAL RATE ON 09/05/2013 |
|
US$ 1,00 = R$ 2,04 |
- OFFICIAL RATE ON 31/12/2012 |
|
US$ 1,00 = R$ 1,87 |
- OFFICIAL RATE ON 31/12/2011 |
|
US$ 1,00 = R$ 1,66 |
- OFFICIAL RATE ON 31/12/2010 |
|
COMMENTS ON THE
FINANCIAL INFORMATION: |
|
FOLLOWS ATTACHED WORKSHEET WITH MAIN FINANCIAL RATIOS. THE ANNUAL FIGURES AVAILABLE SHOW A FAIR FINANCIAL STANDING. THE LEVEL
OF INDEBTEDNESS IS HIGH AND IT IS NOTED LOW CURRENT RATIO. ON THE OTHER HAND
IT SHOWS GROWING SALES AND PROFITABILITY. THE QUARTERLY FIGURES FOR MARCH 2013 SHOW THAT THE INDEBTEDNESS KEEPS
HIGH AND THE LIQUIDITY DECREASED. ON THE OTHER HAND THE COMPANY KEEPS ON
OPERATING WITH GROWING SALES TREND AND POSITIVE RESULTS. |
REAL ESTATE:
OWNED PREMISES ARE VALUED AT R$ 4.593.640.000,00
VEHICLES:
OWNED VEHICLES ARE VALUED AT R$ 16.898.000,00
MACHINES:
OWNED MACHINES AND EQUIPMENTS ARE VALUED AT R$ 698.815.000,00
|
COVERAGE: |
VEHICLES AND OTHERS |
|
VALUE: |
R$ 459.293.000,00 |
|
|
|
|
COVERAGE: |
REAL ESTATE AND INVENTORIES |
|
VALUE: |
R$ 6.702.514.000,00 |
|
|
|
|
COVERAGE: |
CEASING PROFIT |
|
VALUE: |
R$ 1.579.602.000,00 |
|
|
|
|
COVERAGE: |
CIVIL LIABILITY AND ADMINISTRATIVE |
|
VALUE: |
R$ 292.620.000,00 |
|
|
BRANCH/PHONE: |
CITY: |
|
BANCO DO BRASIL S/A |
11 3066-9720 |
SÃO PAULO/SP |
|
BANCO ITAÚ S/A |
11 3887-2333 |
SÃO PAULO/SP |
|
BANCO ITAÚ S/A |
11 3886-0224 |
SÃO PAULO/SP |
|
BANCO SANTANDER (BRASIL) S/A |
11 3538-8051 |
SÃO PAULO/SP |
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REMARKS: IN BRAZIL THE BANKS ARE PROHIBITED BY LAW TO PROVIDE
INFORMATION OR ANY KIND OF COMMENTS ABOUT THEIR CLIENTS. DUE TO THIS LAW
PROHIBITION WE ARE UNABLE TO PROVIDE ANY BANKING DETAILS. ACCORDING TO THE CENTRAL BANK OF BRAZIL OFFICIAL REPORT, THE COMPANY
HAS NO RETURNED CHECKS UP TO DATE. (IN THE TERMS OF "CIRCULAR 1682
BRAZILIAN CENTRAL BANK"). DATE RESEARCHED MAY 09, 2013. |
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THE SUBJECTS OPERATE AS A SUPERMARKET CHAIN. IT OWNS 349 SUPERMARKET
STORES TRADING AS "PÃO DE AÇÚCAR", "EXTRA",
"COMPREBEM", "EXTRA-ELETRO", PONTO FRIO AND CASAS BAHIA. THE COMPANY IS MAINLY ENGAGED IN THE RETAIL SALE OF FOOD PRODUCTS,
APPAREL, ELECTRIC-ELECTRONIC AND OTHER ITEMS WHICH COMPLETE ITS HYPERMARKET
AND SUPERMARKET LINES AS WELL AS SPECIALIZED AND DEPARTMENT STORES OPERATING
UNDER THE NAMES ""PÃO DE AÇÚCAR", "EXTRA",
"BARATEIRO", "COMPREBEM", "EXTRA ELETRO" AND
"SENDAS". ON DECEMBER 31, 2009 THE COMPANY HAD 1080 STORES OPERATING, BEING 145
OPERATED BY THE SUBJECT, 157 STORES OPERATED BY COMPREBEM, 163 STORES BY
EXTRA, 68 STORES OPERATED BY SENDAS, 40 STORES OPERATED BY ASSAI AND 455
STORES OPERATED BY PONTO FRIO. |
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IMPORT AND
EXPORT: |
IMPORTS FROM:
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WORLDWIDE. |
EXPORTS TO:
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DOES NOT EXPORT. |
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MAIN CLIENTS: |
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DOMESTIC
CLIENTS: |
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CONSUMIDOR FINAL |
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STAFF: |
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THE COMPANY HAS: 160717 EMPLOYEE(S) |
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THE SUBJECT IS THE LARGEST COMPANIES IN THE SUPERMARKET FIELD IN BRAZIL.
IT IS OWNED BY SHAREHOLDERS WITH AN EXCELLENT MARKET REPUTATION ENJOYING
FAVORABLE RELATIONS WITH LOCAL SUPPLIERS AND CUSTOMERS. THE COMPANY HAS TRADE RELATIONS WITH SEVERAL SUPPLIERS IN BRAZIL. THE
SUPPLIERS EXTEND CREDIT FACILITIES TO THE SUBJECT IN TERMS AND AMOUNTS
ACCORDING TO THE COMPANY'S NEEDS AND SO FAR NO PAYMENT PROBLEMS ARE NOTED. AS MOST OF THE SUPPLIERS, WHICH PROVIDED INFORMATION REPORTED PROMPT
PAYMENTS, IT MAY BE NOTED SUBJECT HAS VERY GOOD TRADE BEHAVIOR. THE LAWSUITS REPORTED ARE NOT RELATED WITH TRADE DEBTS. THEY ARE
RELATED TO TAX DEBTS THAT FOR ANY REASON THE COMPANY HAS NOT YET PAID.
USUALLY THIS KIND OF SUITS DO NOT AFFECT THE COMPANY REPUTATION BUT IN THE
SUBJECT SPECIFIC CASE IT IS NOT POSSIBLE TO EVALUATE AS THERE ARE SEVERAL
SUITS REGISTERED AND NO DETAILS REGARDING THE AMOUNTS INVOLVED ARE AVAILABLE
FOR PUBLIC INSPECTION. SEVERAL PROTESTS WERE ALSO NOTED BUT DUE TO THE HUGE FINANCIAL
STRENGTH OR THE SUBJECT AND ITS HIGH SCALE OF OPERATIONS THE SAID PROTESTS DO
NOT AFFECT ITS CREDITWORTHINESS. SEVERAL SUPPLIERS STILL EXTEND CREDIT
FACILITIES TO THE SUBJECT DESPITE THE SEVERAL PROTESTS AND NO PAYMENT
PROBLEMS ARE NOTED. |
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MAIN SUPPLIERS: |
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DOMESTIC
SUPPLIERS: |
CITY: |
PHONE: |
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INDÚSTRIAS GESSY LEVER LTDA. |
SÃO PAULO/SP |
11 3260-3011 |
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KIBON S/A INDÚSTRIA DE ALIMENTOS |
SÃO PAULO/SP |
11 3240-2011 |
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NESTLÉ INDÚSTRIA E COMÉRCIO LTDA. |
SÃO PAULO/SP |
11 3534-7607 |
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REFINAÇÕES DE MILHO BRASIL LTDA. |
SÃO PAULO/SP |
11 3260-5099 |
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SADIA COMERCIAL LTDA. |
SÃO PAULO/SP |
11 3833-3888 |
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PAYMENT HISTORY: |
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101 SUPPLIERS REPORTED PAYMENTS: |
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TOTAL AMOUNT: R$ 275.796.895,00 |
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AMOUNT OF INVOICES PAID: 21643 |
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TOTAL OF PROMPT PAYMENTS: 88,7% |
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TOTAL OF DELAYED PAYMENTS: 11,3% |
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HIGHEST INVOICE: R$ 1.254.758,00 |
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HIGHEST CREDIT: R$ 7.520.594,00 |
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OUTSTANDING
INVOICES DUE WITHIN THE NEXT 91 DAYS: |
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SUPPLIERS: |
INVOICES: |
TOTAL AMOUNT: |
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DUE WITHIN 30 DAYS |
41 |
1767 |
R$ 21.586.904,05 |
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DUE WITHIN 60 DAYS |
28 |
1210 |
R$ 18.900.655,88 |
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DUE WITHIN 90 DAYS |
12 |
150 |
R$ 1.861.904,35 |
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DUE WITHIN 91 DAYS |
1 |
14 |
R$ 182.868,00 |
THE SUBJECT IS A WELL-ESTABLISHED COMPANY IN BUSINESS FOR SEVERAL YEARS.
IT IS THE LARGEST COMPANIES IN THE COUNTRY IN THE FIELD OF SUPERMARKET
SERVICES. UP TO DATE IT HAS GOOD FINANCIAL STANDING AND VERY GOOD PAYMENT
BEHAVIOUR.
BASED ON THE GENERAL INFORMATION AVAILABLE IT IS BELIEVED THAT GOOD
TRADE RELATIONS MAY BE ESTABLISHED. CREDIT FACILITIES MAY BE EXTENDED WITHIN
TERMS AND AMOUNTS ADEQUATE TO THE COMPANY'S FINANCIAL STRENGTH.
DUE TO THE SUBJECT'S HIGH FINANCIAL STRENGTH, A MAXIMUM CREDIT LIMIT WILL
NOT BE DETERMINED. AN INITIAL MONTHLY CREDIT LIMIT OF US$ 10.000.000,00 MAY BE
CONSIDERED.
FOREIGN EXCHANGE RATES
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Currency |
Unit
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Indian Rupees |
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US Dollar |
1 |
Rs.54.54 |
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1 |
Rs.84.19 |
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Euro |
1 |
Rs.71.11 |
INFORMATION DETAILS
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Report Prepared
by : |
SDA |
RATING EXPLANATIONS
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RATING |
STATUS |
PROPOSED CREDIT LINE |
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>86 |
Aaa |
Possesses an extremely sound financial base with the strongest capability
for timely payment of interest and principal sums |
Unlimited |
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71-85 |
Aa |
Possesses adequate working capital. No caution needed for credit
transaction. It has above average (strong) capability for payment of interest
and principal sums |
Large |
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56-70 |
A |
Financial & operational base are regarded healthy. General
unfavourable factors will not cause fatal effect. Satisfactory capability for
payment of interest and principal sums |
Fairly Large |
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41-55 |
Ba |
Overall operation is considered normal. Capable to meet normal
commitments. |
Satisfactory |
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26-40 |
B |
Capability to overcome financial difficulties seems comparatively
below average. |
Small |
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11-25 |
Ca |
Adverse factors are apparent. Repayment of interest and principal sums
in default or expected to be in default upon maturity |
Limited with
full security |
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<10 |
C |
Absolute credit risk exists. Caution needed to be exercised |
Credit not
recommended |
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NB |
New Business |
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This score serves as a reference to assess
SC’s credit risk and to set the amount of credit to be extended. It is
calculated from a composite of weighted scores obtained from each of the major
sections of this report. The assessed factors and their relative weights (as
indicated through %) are as follows:
Financial
condition (40%) Ownership
background (20%) Payment
record (10%)
Credit history
(10%) Market trend (10%) Operational size
(10%)
This report is issued at your request without any
risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL)
or its officials.