CPFL ENERGIA S.A.
|
(Name of Issuer)
|
|
Common Shares, without par value
|
(Title of Class of Securities)
|
126153105*
|
(CUSIP Number)
|
|
Wang Xinglei
State Grid International Development Limited
No. 88 West Chang’an Street, Xicheng District
Beijing, 100031
China
+86-10-60616621
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
|
June 14, 2019
June 28, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 2 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
State Grid
Corporation of China
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic
of China
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 common shares, without par value (the “Common
Shares”), stated to be outstanding as of June 28, 2019 in the Report of Foreign Private Issuer on Form 6-K of CPFL Energia S.A., a corporation (sociedade por ações) incorporated and existing under the laws of the Federative Republic of Brazil (the “Issuer”)
furnished to the United States Securities and Exchange Commission (the “SEC”) on June 28, 2019 (the “Form 6-K”).
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 3 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 4 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
State Grid
International Development Co., Ltd.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s
Republic of China
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 5 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
State Grid
Overseas Investment (Europe) Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin
Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 6 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
State Grid
International Development Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 7 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
International
Grid Holdings Limited
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin
Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 8 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin
Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 9 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
State Grid
Brazil Power Participações S.A.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
964,521,902
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
964,521,902
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP No. 126153105
|
SCHEDULE 13D/A |
Page 10 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ESC Energia
S.A.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) ☐
(b) ☒
|
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS (See Instructions)
|
|||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
|
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
234,086,204
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
234,086,204
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
964,521,902
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
83.7%(1)
|
|||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
This calculation is based on the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K.
|
CUSIP
No. 126153105
|
SCHEDULE 13D/A
|
Page 11 of 16 Pages
|
Item 1.
|
Security and Issuer.
|
Item 4.
|
Purpose of Transaction.
|
CUSIP
No. 126153105
|
SCHEDULE 13D/A
|
Page 12 of 16 Pages
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a)-(b) |
The responses of the Reporting Persons to rows (7) through (13) of the cover pages and Items 2, 3, 4 and 6 of this Schedule 13D are incorporated into this Item
5 by reference. The Reporting Persons are in the aggregate beneficial owners of 964,521,902 Common Shares (or approximately 83.7% of the 1,152,254,440 Common Shares stated to be outstanding as of June 28, 2019 in the Form 6-K) and (i) all
of the Reporting Persons except for ESC have shared power to vote or direct the vote of, and shared power to dispose of or direct the disposition of, all of such Common Shares and (ii) ESC has shared power to vote or direct the vote of,
and shared power to dispose of or direct the disposition of, 234,086,204 of such Common Shares (or approximately 20.3% of such Common Shares).
|
(c) |
None of the Reporting Persons nor, to their knowledge, any of the Covered Persons, has effected any transactions in Common Shares during the past 60 days.
|
(d) |
Except as disclosed in this Schedule 13D, no other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Shares covered by this statement on Schedule 13D.
|
(e) |
Not applicable.
|
Item 6.
|
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
CUSIP
No. 126153105
|
SCHEDULE 13D/A
|
Page 13 of 16 Pages
|
CUSIP
No. 126153105
|
SCHEDULE 13D/A
|
Page 14 of 16 Pages
|
|
STATE GRID CORPORATION OF CHINA
|
||
|
|
|
|
|
By:
|
/s/ Kou Wei
|
|
|
|
Name:
|
KOU WEI
|
|
|
Title:
|
EXECUTIVE CHAIRMAN
|
|
|||
|
STATE GRID OVERSEAS INVESTMENT LIMITED
|
||
|
|
|
|
|
By:
|
/s/ Wang Xinglei
|
|
|
|
Name:
|
WANG XINGLEI
|
|
|
Title:
|
ATTORNEY-IN-FACT
|
|
|
|
|
|
|||
|
STATE GRID OVERSEAS INVESTMENT (EUROPE) LIMITED
|
||
|
|
|
|
|
By:
|
/s/ Wang Xinglei
|
|
|
|
Name:
|
WANG XINGLEI
|
|
|
Title:
|
ATTORNEY-IN-FACT
|
|
|
|
|
|
|||
|
STATE GRID INTERNATIONAL DEVELOPMENT CO., LTD.
|
||
|
|
|
|
|
By:
|
/s/ Wang Xinglei
|
|
|
|
Name:
|
WANG XINGLEI
|
|
|
Title:
|
ATTORNEY-IN-FACT
|
|
|
|
|
|
CUSIP
No. 126153105
|
SCHEDULE 13D/A
|
Page 15 of 16 Pages
|
|
STATE GRID INTERNATIONAL DEVELOPMENT LIMITED
|
||||
|
|
|
|
||
|
By:
|
/s/ Wang Xinglei
|
|||
|
|
Name:
|
WANG XINGLEI
|
||
|
|
Title:
|
ATTORNEY-IN-FACT
|
||
|
|
|
|
||
|
|||||
|
INTERNATIONAL GRID HOLDINGS LIMITED
|
||||
|
|
|
|
||
|
By:
|
/s/ Wang Xinglei
|
|||
|
|
Name:
|
WANG XINGLEI
|
||
|
|
Title:
|
ATTORNEY-IN-FACT
|
||
|
|
|
|
||
|
|||||
|
TOP VIEW GRID INVESTMENT LIMITED
|
||||
|
|
|
|
||
|
By:
|
/s/ Wang Xinglei
|
|||
|
|
Name:
|
WANG XINGLEI
|
||
|
|
Title:
|
ATTORNEY-IN-FACT
|
||
|
|
|
|
||
|
|||||
|
STATE GRID BRAZIL POWER PARTICIPAÇÕES S.A.
|
||||
|
|
|
|
||
|
By:
|
/s/ Wang Xinglei
|
|||
|
|
Name:
|
WANG XINGLEI
|
||
|
|
Title:
|
ATTORNEY-IN-FACT
|
||
|
|
|
|
||
|
|||||
|
ESC ENERGIA S.A.
|
||||
|
|
|
|
||
|
By:
|
/s/ Wang Xinglei
|
|||
|
|
Name:
|
WANG XINGLEI
|
||
|
|
Title:
|
ATTORNEY-IN-FACT
|
||
|
|
|
|
||
|
CUSIP
No. 126153105
|
SCHEDULE 13D/A
|
Page 16 of 16 Pages
|
Exhibit
No.
|
Exhibit Description
|
1
|
Joint Filing Agreement, dated July 7, 2017, by the Reporting Persons.**
|
2
|
Share Purchase Agreement, dated September, 2, 2016, by and among State Grid Brazil, SGID, ESC, Camargo and each other
Seller acceding thereto.*
|
3
|
Indirect Sale Notice and Accession Agreement, dated October 3, 2016, by Camargo, VBC and ESC.*
|
4
|
Seller Accession Agreement, dated October 6, 2016, by PREVI.*
|
5
|
Seller Accession Agreement, dated October 13, 2013, by the Bonaire Sellers.*
|
6
|
Deed of Termination of the Shareholders’ Agreement of CPFL Energia S.A., dated January 23, 2017, by and among ESC,
PREVI, the Bonaire Shareholders and the Issuer.*
|
7
|
Power of Attorney, dated January 5, 2017, by SGID Co., SGID, International Grid Holdings, Top View Grid and State Grid
Brazil.*
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8
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Power of Attorney, dated January 5, 2017, by State Grid Overseas and State Grid Europe Overseas.*
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9
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Power of Attorney, dated June 30, 2017, by ESC.**
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10
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Form of Lock-Up Agreement, dated May 30, 2019, by and among State Grid Brazil and Itau BBA USA Securities, Inc.,
Santander Investment Securities Inc., Bradesco Securities, Inc., BTG Pactual S.A. – Cayman Branch and Morgan Stanley & Co. LLC
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*
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Filed with the Original 13D on February 1, 2017.
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**
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Filed with the Amendment No. 2 on July 7, 2017.
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STATE GRID BRAZIL POWER PARTICIPAÇÕES S.A.
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Name:
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Position:
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