6-K 1 ambevsa20190325_6k2.htm NOTICE TO SHAREHOLDERS - CAPITAL INCREASE - STOCK OPTION PLAN 2019.2 ambevsa20190325_6k2.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 

For the month of March, 2019

Commission File Number 1565025

 
 

AMBEV S.A.
(Exact name of registrant as specified in its charter)
 

AMBEV S.A.
(Translation of Registrant's name into English)
 

Rua Dr. Renato Paes de Barros, 1017 - 3rd Floor
04530-000 São Paulo, SP
Federative Republic of Brazil
(Address of principal executive office)
 

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 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____

 
 

AMBEV S.A.

CNPJ/ME No. 07.526.557/0001-00

NIRE 35.300.368.941

(“Company”)

 

 

NOTICE OF CAPITAL INCREASE APPROVED BY THE BOARD OF DIRECTORS

(Pursuant to Exhibit 30-XXXII of Brazilian Securities and Exchange Commission’s Normative Ruling No. 480/09)

 

 

The Board of Directors approved and homologated, in a meeting held on March 25, 2019 at 02:30 pm, pursuant to the terms of Article 6 of the Company’s Bylaws and Article 168 of Brazilian Law No. 6,404/76, the issuance of new common shares as a result of the exercise, by certain beneficiaries, of options granted under the “Second Program for the year of 2019 of the Company’s Stock Option Plan”, approved by the Board of Directors on March 6, 2019, within the scope of the Company’s Stock Option Plan approved by the Shareholders’ General Meeting held on July 30, 2013.

 

a.         Date of approval of the stock option plan by the Shareholders’ General Meeting

 

The Stock Option Plan was approved by the Shareholders’ General Meeting held on July 30, 2013.

 

b.         Capital Increase Amount and New Capital Stock

 

Capital increase amount

BRL 9,599,613.21

New capital stock

BRL 57,719,801,527.98

 

c.         Amount of issued shares per type and class

 

570,387 new common shares with no par value.

 

d.         Issuance price of the new shares

 

Issuance price per price

BRL 16.83

 

e.         Price for each of the issuer’s types and classes of shares in the respective markets in which the shares are negotiated, identifying:

 

i.           Lower, average and highest market price on each of the last three (3) years

 

Price (1)

2018

(BRL)

2017

(BRL)

2016

(BRL)

Lower

14,70

15,36

14,76

Average

19,25

18,15

17,05

Highest

23,58

21,11

18,47

(1) Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

 

ii.         Lower, average and highest price on each quarter of the last two (2) years

 

Price (1)

Q42018 (BRL)

Q32018 (BRL)

Q22018(BRL)

Q12018(BRL)

Q42017(BRL)

Q32017 (BRL)

Q22017 (BRL)

Q12017 (BRL)

Lower

14,70

17,55

17,59

20,88

19,27

16,96

16,66

15,36

Average

16,12

18,42

20,56

21,84

20,02

18,79

17,50

16,36

Highest

18,06

19,49

23,51

23,58

21,11

20,53

18,74

17,29

 
 
 

(1) Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

 

iii.       Lower, average and highest price on each month of the last six (6) months

 

Price (1)

03/2019 (2) (BRL)

02/2019 (BRL)

01/2019 (BRL)

12/2018 (BRL)

11/2018 (BRL)

10/2018 (BRL)

Lower

16,37

17,23

16,15

15,10

15,39

14,70

Average

16,88

18,34

17,25

15,67

16,00

16,58

Highest

17,31

18,75

18,00

16,40

16,58

18,06

(1)  Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

(2)  Until March 21st, 2019.

 

iv.    Average price on the last ninety (90) days

 

Price (1)

90 days (BRL)

Average

17,44

(1)  Historical price adjusted in order to reflect payments of interest on shareholder’s equity, as well as dividend distributions.

 

f.          Potential dilution percentage arising from the issuance

 

Dilution percentage

0,00363%

 

 

***

 

 
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.
 
Date: March 25, 2019

 

     
 
AMBEV S.A.
     
 
By: 
/s/ Fernando Mommensohn Tennenbaum
 
Fernando Mommensohn Tennenbaum
Chief Financial and Investor Relations Officer