Policy Rights Agreement with IFC and IIC
On September 20, 2016, the Issuer entered into a Policy Rights Agreement with IFC and IIC, current shareholders of the Company, in which it agreed to abide by certain obligations (as long as IFC and IIC are shareholders of the Company) in order to comply with certain anti-corruption, environmental, health and safety policies established by the IFC and IIC, as well as to provide certain information to IFC and IIC, subject to that which is permissible under applicable law in connection with the fulfillment of these obligations.
On the other hand, Vinte's shareholders do not have any agreements that:
- Delay, prevent, defer, or make more costly a change in control of the Company.
- Establish obligations to not develop business lines that compete with the Company.
- Arrange rights and obligations that establish stock options.
- Arrange divestitures and other legal acts relating to the control, disposition, or exercise of the right of first refusal.
- Arrange the exercise of the right to vote in Shareholders’ Meetings.
- Arrange the disposal of shares in public offerings or other similar matters.
Main obligations to do and not do applicable to the main credit lines of the Company
The relevant contracts and covenants with financial institutions, as well as the corresponding securities covered by the Stock Certificates, contain restrictive clauses which forces the Company, among other things, to maintain certain financial ratios and comply with other obligations to do and not do during the term of the same. For example, obligations related to the payment of dividends, disposal of shares, and provision of guarantees, among others.
Financial ratios to maintain:
- Current ratio of at least 1.4x;
- Land bank ratio of at least three years of operation, of which at least nine months of land bank reserves must have construction permits;
- Financial debt to EBITDA ratio no greater than 3.0x;
- Interest coverage ratio of at least 2.0x at the end of two consecutive quarters; and
- Inventory to debt ratio of at least 1.5x at the end of two consecutive quarters.
Vinte is up-to-date in all credit payments, as well as in compliance with all obligations derived from the same. The Company does not have tax credits or debts.