Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
2024年6月4日 - 9:32PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For June, 2024
(Commission File No. 1-31317)
Companhia de Saneamento Básico do Estado de São Paulo - SABESP
(Exact name of registrant as specified in its charter)
Basic Sanitation Company of the State of Sao Paulo - SABESP
(Translation of Registrant's name into English)
Rua Costa Carvalho, 300
São Paulo, S.P., 05429-900
Federative Republic of Brazil
(Address of Registrant's principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1)__.
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7)__.
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
If "Yes" is marked, indicated below the file number assigned to the
registrant in connection with Rule 12g3-2(b):
![](https://www.sec.gov/Archives/edgar/data/1170858/000129281424002291/image_001.jpg)
COMPANHIA DE SANEAMENTO
BÁSICO DO ESTADO DE SÃO PAULO - SABESP
PUBLICLY-HELD COMPANY
CNPJ 43.776.517/0001-80
NIRE 35300016831
MATERIAL FACT
Companhia de Saneamento
Básico do Estado de São Paulo – Sabesp (“Company” or “Sabesp”), in compliance with Resolution
44/2021 of the Brazilian Securities and Exchange Commission (CVM - Comissão de Valores Mobiliários), and in continuity
to the Material Facts disclosed on July 31, 2023, September 18, 2023 and April 18, 2024, hereby informs its shareholders and the market
in general that, in a meeting held on June 03, 2024, the State Privatization Board (CDPED - Conselho Diretor do Programa Estadual de
Desestatização) together with the Management Council of the State Program for Public-Private Partnerships (CGPPP - Conselho
Gestor do Programa Estadual de Parcerias Público-Privadas), in continuity to the deliberation of April 17, 2024, has deliberated
to approve the final model for the partial sale of shares held directly and indirectly by the State of São Paulo, with authorization
to proceed with the sale through a public offering of distribution of shares issued by Sabesp (“Public Offering”), according
to article 5, I, items “b” and “i” of State Law nº 9,361/1996 and article 21, I, of State Decree nº
67,759/2023, including, among others:
| (a) | Authorization to sale the common shares issued by Sabesp and owned directly and indirectly by the State
of São Paulo, in order to maintain at least 18 % of Sabesp's share capital, and may be higher depending on market conditions, by
means of the Public Offering to be carried out and registered with CVM, in accordance with the rules and procedures of CVM Resolution nº 160/2022; |
| (b) | The Public Offering shall aim to select one professional investor to act as Sabesp's reference investor
after the privatization, through the priority allocation of common shares, representing 15% of the Company's share capital to the reference
investor selected in the Public Offering; |
| (c) | Common shares of the Public Offering representing 10% of Sabesp’s share capital shall be allocated
on a priority basis to employees, as set forth on article 42 of State Law nº 9,361/1996; |
| (d) | Terms and conditions of the Investment Agreement, Lock-up and other agreements to be entered into by the
State of São Paulo and the reference investor selected in the Public Offering. |
CDPED also ratified
the percentage of 10% of Sabesp's share capital as the minimum necessary for the State of São Paulo to maintain the special class
preferred share (golden share), as provided for in the new Company's Bylaws, approved on May 27, 2024 by the Shareholders’ General
Extraordinary Meeting under suspensive condition of the liquidation of the Public Offering.
In addition,
the Company clarifies that, as decided by its management, there will be no primary offering through issuance of new shares by Sabesp in
the Public Offering.
The full meeting minutes
are available at the following link:
| · | Minutes of Deliberation (portuguese only) |
The Company will keep
the market informed regarding developments in the matter covered by this Material Fact.
São Paulo, June
04, 2024.
Catia Cristina Teixeira
Pereira
Chief Financial
Officer and Investor Relations Officer
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the city São Paulo, Brazil.
Date: June 4, 2024
Companhia de Saneamento Básico do Estado de São Paulo - SABESP |
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By: |
/s/ Catia Cristina Teixeira Pereira
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Name: Catia Cristina Teixeira Pereira
Title: Chief Financial Officer and Investor Relations Officer |
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FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
Companhia Sanea (NYSE:SBS)
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Companhia Sanea (NYSE:SBS)
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から 6 2023 まで 6 2024