Business Context and Reporting Period
This Form 6-K filing by Banco Bradesco S.A. (Bank Bradesco) covers the month of February 2009. The document details proposals submitted by the Board of Directors for a Special Shareholders' Meeting scheduled for March 10, 2009. The primary focus is on corporate governance adjustments and a complex capital structure operation involving a reverse stock split followed immediately by a stock split.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt levels, or liquidity ratios for the reporting period. The document is strictly procedural regarding shareholder proposals.
- Capital Stock: 3,069,869,800 non-par registered book-entry shares.
- Monthly Dividends: R$0.013219250 per common share and R$0.014541175 per preferred share (to remain unchanged post-operation).
Material Changes and Proposals
The Board proposes two main actions to be voted on by shareholders:
- Bylaws Amendment: To update Article 24 to reflect the renaming of the "Codes of Ethics" to "Bradesco Organization's Codes of Ethical Conduct."
- Share Capital Restructuring: A simultaneous reverse split and stock split operation.
Reverse Split Details:
- Ratio: 50 shares to 1 share.
- Purpose: To reduce the number of shareholders with small, inactive holdings (less than 50 shares), thereby decreasing operating costs and improving the efficiency of the book-entry system.
- Result: Reduction of total shares from approximately 3.07 billion to 61.4 million.
Stock Split Details:
- Ratio: 1 share to 50 shares (implemented simultaneously with the reverse split).
- Purpose: To maintain the share quotation price at an attractive level for trading and ensure liquidity in domestic and international markets (including ADRs and GDRs).
- Net Effect: The total number of shares and the market capitalization remain unchanged. The operation is designed to adjust the shareholding structure without altering the economic value of the shares.
Guidance, Risks, and Contingencies
Shareholder Adjustments:
- Shareholders with positions not divisible by 50 will have a minimum 60-day term to round their positions.
- The Company and Controlling Shareholders have undertaken to facilitate this by exempting brokerage fees for specific transactions and opening a credit line for acquiring shares to reach the multiple of 50.
- Shareholders may also sell excess shares to round down, with the Company offering to purchase these shares if market liquidity is insufficient.
Fractional Shares:
- Any remaining fractional shares after the adjustment period will be grouped and sold in an auction on BM&FBOVESPA.
- Proceeds will be distributed to entitled shareholders, with unclaimed amounts held by the Company and restated by the SELIC rate.
Forward-Looking Statements:
- The filing includes a standard disclaimer that statements regarding future operations, strategies, and financial conditions are subject to risks and uncertainties, including general economic and market conditions.
Investor Verification Checklist
- Confirm the approval of the reverse split and stock split proposals at the Special Shareholders' Meeting on March 10, 2009.
- Verify the regulatory approval from the Brazilian Central Bank required to execute the share capital operation.
- Check the specific dates for the "Material Fact" publication and the 60-day adjustment window for shareholders.
- Monitor the treatment of fractional shares and the auction process on BM&FBOVESPA.
- Ensure that the dividend per share amounts remain consistent post-operation as stated in the filing.