Amec requests B3 to reject Gol’s reorganization and the intended structure

Almost three years after restructuring and creating the super-preferred shares – non-voting stock with a significant increase of their economic rights in comparison with common shares, Gol announced a new change that is expected to put the market to the test. As part of the reorganization proposal reported on October 14, Gol announced the merge of its loyalty program Smiles and the company’s future migration to the Novo Mercado segment. Investors are concerned about some aspects of the operation, however. On October 22, Amec sent a letter to B3 requesting the Stock Exchange to interfere in the operation. In the document sent to Gilson Finkelsztain, B3’s CEO, Amec requests B3 to reject the reorganization as it is proposed by Gol.
The concern among Amec’s members is that Gol designed a reorganization structure that, in theory, meets the requirements established by the Stock Exchange in terms of protecting shareholders’ rights but, in practical terms, make them ineffective. With the possible migration to the Novo Mercado listing segment, the airline company gets rid of the obligation of submitting the reorganization to the approval of free float shareholders. The problem is that the new structure creates two companies: Gol S.A., listed in the Novo Mercado segment, and GLA. The first one will be a non-operating holding and the second one will detain all relevant operating activities of Gol and Smiles – and, apparently, it will be a non-listed company. In its letter, Amec calls the attention to the fact that “minority shareholders will not manage nor supervise the operations to be conducted by the operating company controlled by the listed company.”
To prevent the reorganization from harming not only Gol’s and Smiles’ shareholders but also the credibility investors have in the securities market, Amec pointed out that B3 can interfere in the operation based on its own rules. The item 6.3 of the Regulations for the Listing of Issuers establishes that the Chief Executive Officer of B3 may, pursuant to a well-grounded decision, establish additional requirements to admit a company for trading. In the event the “remedies” are not used, the association requests B3 to establish that GLA holds a General Shareholders’ Meeting in which only free float shareholders vote on the proposal.
Click here to access the President Letter 14/2018.