|
The Cayman Islands
(State or Other Jurisdiction of Incorporation or Organization) |
| |
7372
(Primary Standard Industrial Classification Code Number) |
| |
N/A
(I.R.S. Employer Identification No.) |
|
|
Grenfel S. Calheiros
S. Todd Crider Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 (212) 455-2000 |
| |
Manuel Garciadiaz
Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450-4000 |
|
| | ||||||||||||||||||||||||||||
Title of Each Class of Securities to be Registered
|
| | |
Amount to be
Registered(1) |
| | |
Proposed
Maximum Offering Price per Share(2) |
| | |
Proposed
Maximum Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee(3) |
| ||||||||||||
Class A common shares, par value US$0.00005 per share
|
| | | | | 14,845,455 | | | | | | US$ | 17.50 | | | | | | US$ | 259,795,462.50 | | | | | | US$ | 28,343.68 | | |
| | |
Page
|
| |||
| | | | iii | | | |
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| | | | 199 | | | |
| | | | F-1 | | |
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
Year ended December 31,
|
| |
Year ended December 31,
|
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | | 82,687 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | | | | | 94,766 | | | | | | 492,470 | | |
Cost of services(4)
|
| | | | (62,707) | | | | | | (325,870) | | | | | | (260,786) | | | | | | (186,084) | | | | | | (71,640) | | | | | | (372,292) | | |
Gross profit
|
| | | | 19,980 | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | | | | | 23,126 | | | | | | 120,178 | | |
Selling and marketing expenses(5)
|
| | | | (6,464) | | | | | | (33,589) | | | | | | (26,018) | | | | | | (18,241) | | | | | | (10,931) | | | | | | (56,806) | | |
Administrative expenses(4)(5)
|
| | | | (13,791) | | | | | | (71,667) | | | | | | (40,868) | | | | | | (35,683) | | | | | | (37,182) | | | | | | (193,224) | | |
Research and development expenses(5)
|
| | | | (3,009) | | | | | | (15,637) | | | | | | (9,832) | | | | | | (3,931) | | | | | | (3,009) | | | | | | (15,637) | | |
Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | 2,479 | | | | | | — | | | | | | — | | | | | | — | | |
Allowance for credit losses
|
| | | | (809) | | | | | | (4,205) | | | | | | (3,733) | | | | | | (2,287) | | | | | | (879) | | | | | | (4,568) | | |
Other income and expenses, net
|
| | | | (162) | | | | | | (840) | | | | | | 4,473 | | | | | | 96 | | | | | | (699) | | | | | | (3,629) | | |
Operating profit
|
| | | | (4,255) | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | | | | | (29,574) | | | | | | (153,686) | | |
Finance costs
|
| | | | (5,115) | | | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | | | | | (5,913) | | | | | | (30,727) | | |
Finance income
|
| | | | 3,698 | | | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | | | | | 3,781 | | | | | | 19,647 | | |
Net finance costs
|
| | | | (1,417) | | | | | | (7,363) | | | | | | (2,572) | | | | | | (3,906) | | | | | | (2,132) | | | | | | (11,080) | | |
Profit (loss) before income tax and social contribution
|
| | | | (5,672) | | | | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | | | | | (31,706) | | | | | | (164,766) | | |
Deferred income tax and social contribution
|
| | | | 1,632 | | | | | | 8,480 | | | | | | (3,186) | | | | | | (3,457) | | | | | | 5,971 | | | | | | 31,027 | | |
Current income tax and social contribution
|
| | | | (85) | | | | | | (441) | | | | | | (148) | | | | | | (3,022) | | | | | | (776) | | | | | | (4,031) | | |
Profit (loss) for the year
|
| | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | | | | | (26,511) | | | | | | (137,770) | | |
| | |
Historical Zenvia Brazil
|
| |||||||||||||||||||||
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Cost of services
|
| | | | (1,355) | | | | | | (7,042) | | | | | | (653) | | | | | | — | | |
Administrative expenses
|
| | | | (1,630) | | | | | | (8,468) | | | | | | (11,087) | | | | | | (11,044) | | |
Total | | | | | (2,985) | | | | | | (15,510) | | | | | | (11,740) | | | | | | (11,044) | | |
| | |
Historical Zenvia Brazil
|
| |||||||||||||||||||||
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Selling and marketing expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Research and development expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Administrative expenses
|
| | | | (1,700) | | | | | | (8,833) | | | | | | — | | | | | | — | | |
Total
|
| | |
|
(3,216)
|
| | | |
|
(16,715)
|
| | | |
|
(5,230)
|
| | | | | — | | |
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
As of December 31,
|
| |
As of December 31,
|
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 11,542 | | | | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | | | | | 135,236 | | | | | | 702,783 | | |
Total current assets(4)
|
| | | | 29,766 | | | | | | 154,686 | | | | | | 79,089 | | | | | | 104,281 | | | | | | 155,861 | | | | | | 809,962 | | |
Total non-current assets
|
| | | | 57,375 | | | | | | 298,168 | | | | | | 169,894 | | | | | | 168,083 | | | | | | 206,756 | | | | | | 1,074,447 | | |
Total assets
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
Total current liabilities
|
| | | | 43,573 | | | | | | 226,438 | | | | | | 74,777 | | | | | | 73,717 | | | | | | 46,637 | | | | | | 242,356 | | |
Total non-current liabilities
|
| | | | 21,372 | | | | | | 111,068 | | | | | | 74,869 | | | | | | 50,153 | | | | | | 76,092 | | | | | | 395,429 | | |
Total liabilities
|
| | | | 64,945 | | | | | | 337,506 | | | | | | 149,646 | | | | | | 123,870 | | | | | | 122,729 | | | | | | 637,785 | | |
Total equity
|
| | | | 22,196 | | | | | | 115,348 | | | | | | 99,337 | | | | | | 148,494 | | | | | | 239,888 | | | | | | 1,246,624 | | |
Total liabilities and equity
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Non-GAAP Gross Profit(4)
|
| | | | 21,335 | | | | | | 110,873 | | | | | | 93,902 | | | | | | 90,296 | | | | | | 29,530(8) | | | | | | 153,456(8) | | |
Non-GAAP Operating Profit(5)
|
| | | | (720) | | | | | | (3,739) | | | | | | 29,011 | | | | | | 41,294 | | | | | | (2,147)(9) | | | | | | (11,169)(9) | | |
EBITDA(6) | | | | | 996 | | | | | | 5,180 | | | | | | 38,546 | | | | | | 44,763 | | | | | | (18,883)(10) | | | | | | (97,869)(10) | | |
Adjusted EBITDA(7)
|
| | | | 1,546 | | | | | | 8,038 | | | | | | 36,067 | | | | | | 44,763 | | | | | | 506(11) | | | | | | 2,632(11) | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Active customers(1) (#)
|
| | | | 9,442 | | | | | | 7,751 | | | | | | 5,871 | | |
Revenue growth rate(2)
|
| | | | 21.4% | | | | | | 28.1% | | | | | | — | | |
Net revenue expansion rate(2)
|
| | | | 112.8% | | | | | | 117.1% | | | | | | 116.8% | | |
| | |
As of December 31, 2020
|
| | | |||||||||||||||||||
| | |
Zenvia Brazil,
as Reported |
| |
As Adjusted
|
| |
As Further
Adjusted |
| | | |||||||||||||
| | |
(in R$ thousands)
|
| | | | | | | |||||||||||||||
Loans and borrowings, current(1)
|
| | | | 56,197 | | | | | | 56,197 | | | | | | 59,376 | | | | | ||||
Loans and borrowings, non-current(1)
|
| | | | 42,778 | | | | | | 42,778 | | | | | | 51,069 | | | | | ||||
Equity | | | | | | | | | | | | | | | | | | | | | | ||||
4,781,602 Zenvia Brazil common shares on an as reported basis
|
| | | | 115,348 | | | | | | — | | | | | | — | | | | | ||||
Class A common shares, par value US$0.00005 per share, 500,000,000 shares authorized, 13,108,801 shares outstanding on an as adjusted basis and 14,675,390 shares outstanding on an as further adjusted basis
|
| | | | — | | | | | | 337,988 | | | | | | 478,411 | | | | | ||||
Class B common shares, par value US$0.00005 per share, 250,000,000 shares authorized, 23,708,300 shares outstanding on an as adjusted basis and 23,708,300 shares outstanding on an as further adjusted basis
|
| | | | — | | | | | | 768,213 | | | | | | 768,213 | | | | | ||||
Total equity
|
| | | | 115,348 | | | | | | 1,106,201(2) | | | | | | 1,246,624 | | | | | ||||
Total capitalization
|
| | |
|
214,323
|
| | | |
|
1,205,176
|
| | | |
|
1,357,069
|
| | | |
| | |
No Exercise
|
| |
Full Exercise
|
| ||||||
| | |
R$ (except as otherwise
indicated) |
| |||||||||
Assumed initial public offering price per Class A common shares(1)
|
| | | US$ | 16.50 | | | | | US$ | 16.50 | | |
Assumed initial public offering price per Class A common shares in reais(2)
|
| | | | 89.24 | | | | | | 89.24 | | |
Net tangible book deficit per common share at December 31, 2020 prior to this offering (after giving effect to the one-to-five contribution related to the Corporate Reorganization)
|
| | | | (0.0069) | | | | | | (0.0069) | | |
Net tangible book value per common share at December 31, 2020 (giving pro forma effect to the Contribution, the completion of this offering and the consummation of the D1 Acquisition as if it had occurred on December 31, 2020)
|
| | | | 0.0217 | | | | | | 0.0246 | | |
Dilution in pro forma net tangible book value per common share attributable to new shareholders(3)
|
| | | | 89.2 | | | | | | 89.2 | | |
| | |
Common Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
per Common Share (US$) |
| |||||||||||||||||||||||||||
| | |
Amount
|
| |
Percentage of
Total Common Shares (%) |
| |
Amount
(US$ million) |
| |
Percentage
(%) |
| ||||||||||||||||||||||||
Current shareholders
|
| | | | | | | | | | 23,908,010 | | | | | | 64.9 | | | | | | 51.9(1) | | | | | | 19.7 | | | | | | 2.17 | | |
New investors
|
| | | | | | | | | | 12,909,091 | | | | | | 35.1 | | | | | | 213.0 | | | | | | 80.4 | | | | | | 16.50 | | |
Total
|
| | | | | | | | | 36,817,101 | | | | | | 100.0 | | | | | | 264.9 | | | | | | 100.0 | | | | | | 7.19 | | |
Year
|
| |
Period-end
|
| |
Average for
Period(1) |
| |
Low
|
| |
High
|
| ||||||||||||
| | |
(R$ per US$)
|
| |||||||||||||||||||||
2016
|
| | | | 3.259 | | | | | | 3.483 | | | | | | 3.119 | | | | | | 4.156 | | |
2017
|
| | | | 3.308 | | | | | | 3.193 | | | | | | 3.051 | | | | | | 3.381 | | |
2018
|
| | | | 3.875 | | | | | | 3.656 | | | | | | 3.139 | | | | | | 4.188 | | |
2019
|
| | | | 4.031 | | | | | | 3.946 | | | | | | 3.652 | | | | | | 4.260 | | |
2020
|
| | | | 5.197 | | | | | | 5.158 | | | | | | 4.021 | | | | | | 5.937 | | |
2021 (through May 3, 2021)
|
| | | | 5.409 | | | | | | 5.502 | | | | | | 5.163 | | | | | | 5.840 | | |
Month
|
| |
Period-end
|
| |
Average for
Period(1) |
| |
Low
|
| |
High
|
| ||||||||||||
| | |
(R$ per US$)
|
| |||||||||||||||||||||
December 2020
|
| | | | 5.197 | | | | | | 5.146 | | | | | | 5.058 | | | | | | 5.279 | | |
January 2021
|
| | | | 5.476 | | | | | | 5.356 | | | | | | 5.163 | | | | | | 5.509 | | |
February 2021
|
| | | | 5.530 | | | | | | 5.416 | | | | | | 5.342 | | | | | | 5.530 | | |
March 2021
|
| | | | 5.697 | | | | | | 5.646 | | | | | | 5.495 | | | | | | 5.840 | | |
April 2021
|
| | | | 5.404 | | | | | | 5.562 | | | | | | 5.336 | | | | | | 5.706 | | |
May 2021 (through May 3, 2021)
|
| | | | 5.409 | | | | | | 5.409 | | | | | | 5.409 | | | | | | 5.409 | | |
| | |
Historical Zenvia Brazil
Year ended December 31, |
| |
Total Zenvia
Pro Forma(1) Year ended December 31, |
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | | 82,687 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | | | | | 94,766 | | | | | | 492,470 | | |
Cost of services(4)
|
| | | | (62,707) | | | | | | (325,870) | | | | | | (260,786) | | | | | | (186,084) | | | | | | (71,640) | | | | | | (372,292) | | |
Gross profit
|
| | | | 19,980 | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | | | | | 23,126 | | | | | | 120,178 | | |
Selling and marketing expenses(5)
|
| | | | (6,464) | | | | | | (33,589) | | | | | | (26,018) | | | | | | (18,241) | | | | | | (10,931) | | | | | | (56,806) | | |
Administrative expenses(4)(5)
|
| | | | (13,791) | | | | | | (71,667) | | | | | | (40,868) | | | | | | (35,683) | | | | | | (37,182) | | | | | | (193,224) | | |
Research and development expenses(5)
|
| | | | (3,009) | | | | | | (15,637) | | | | | | (9,832) | | | | | | (3,931) | | | | | | (3,009) | | | | | | (15,637) | | |
Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | 2,479 | | | | | | — | | | | | | — | | | | | | — | | |
Allowance for credit losses
|
| | | | (809) | | | | | | (4,205) | | | | | | (3,733) | | | | | | (2,287) | | | | | | (879) | | | | | | (4,568) | | |
Other income and expenses, net
|
| | | | (162) | | | | | | (840) | | | | | | 4,473 | | | | | | 96 | | | | | | (699) | | | | | | (3,629) | | |
Operating profit
|
| | | | (4,255) | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | | | | | (29,574) | | | | | | (153,686) | | |
Finance costs
|
| | | | (5,115) | | | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | | | | | (5,913) | | | | | | (30,727) | | |
Finance income
|
| | | | 3,698 | | | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | | | | | 3,781 | | | | | | 19,647 | | |
Net finance costs
|
| | | | (1,417) | | | | | | (7,363) | | | | | | (2,572) | | | | | | (3,906) | | | | | | (2,132) | | | | | | (11,080) | | |
Profit (loss) before income tax and social contribution
|
| | | | (5,672) | | | | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | | | | | (31,706) | | | | | | (164,766) | | |
Deferred income tax and social contribution
|
| | | | 1,632 | | | | | | 8,480 | | | | | | (3,186) | | | | | | (3,457) | | | | | | 5,971 | | | | | | 31,027 | | |
Current income tax and social contribution
|
| | | | (85) | | | | | | (441) | | | | | | (148) | | | | | | (3,022) | | | | | | (776) | | | | | | (4,031) | | |
Profit (loss) for the year
|
| | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | | | | | (26,511) | | | | | | (137,770) | | |
| | |
Historical Zenvia Brazil
Year ended December 31, |
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Cost of services
|
| | | | (1,355) | | | | | | (7,042) | | | | | | (653) | | | | | | — | | |
Administrative expenses
|
| | | | (1,630) | | | | | | (8,468) | | | | | | (11,087) | | | | | | (11,044) | | |
Total | | | | | (2,985) | | | | | | (15,510) | | | | | | (11,740) | | | | | | (11,044) | | |
| | |
Historical Zenvia Brazil
Year ended December 31, |
| |||||||||||||||||||||
| | |
2020(*)
|
| |
2020(*)
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(**)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Selling and marketing expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Research and development expenses
|
| | | | (758) | | | | | | (3,941) | | | | | | (2,615) | | | | | | — | | |
Administrative expenses
|
| | | | (1,700) | | | | | | (8,833) | | | | | | — | | | | | | — | | |
Total | | | | | (3,216) | | | | | | (16,715) | | | | | | (5,230) | | | | |
|
—
|
| |
| | |
Historical Zenvia Brazil
As of December 31, |
| |
Total Zenvia
Pro Forma(1) As of December 31, |
| ||||||||||||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(2)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(2)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Current assets | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Cash and cash equivalents
|
| | | | 11,542 | | | | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | | | | | 135,236 | | | | | | 702,783 | | |
Trade and other receivables
|
| | | | 16,551 | | | | | | 86,009 | | | | | | 62,136 | | | | | | 51,200 | | | | | | 18,869 | | | | | | 98,057 | | |
Current tax assets
|
| | | | 942 | | | | | | 4,897 | | | | | | 2,703 | | | | | | 2,068 | | | | | | 968 | | | | | | 5,031 | | |
Prepayments
|
| | | | 484 | | | | | | 2,516 | | | | | | 1,158 | | | | | | 71 | | | | | | 540 | | | | | | 2,805 | | |
Other assets
|
| | | | 247 | | | | | | 1,285 | | | | | | 750 | | | | | | 266 | | | | | | 247 | | | | | | 1,286 | | |
Total current assets
|
| | |
|
29,766
|
| | | |
|
154,686
|
| | | |
|
79,089
|
| | | |
|
104,281
|
| | | |
|
155,861
|
| | | |
|
809,962
|
| |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||
Interest earning bank deposits
|
| | | | 429 | | | | | | 2,227 | | | | | | 3,292 | | | | | | 4,714 | | | | | | 429 | | | | | | 2,227 | | |
Property, plant and equipment
|
| | | | 2,404 | | | | | | 12,495 | | | | | | 17,496 | | | | | | 9,198 | | | | | | 3,138 | | | | | | 16,305 | | |
Intangible assets and goodwill
|
| | | | 54,164 | | | | | | 281,475 | | | | | | 149,106 | | | | | | 154,171 | | | | | | 202,808 | | | | | | 1,053,934 | | |
Other non-current assets
|
| | | | 378 | | | | | | 1,971 | | | | | | — | | | | | | — | | | | | | 381 | | | | | | 1,981 | | |
Total non-current assets
|
| | | | 57,375 | | | | | | 298,168 | | | | | | 169,894 | | | | | | 168,083 | | | | | | 206,756 | | | | | | 1,074,447 | | |
Total assets
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Loans and borrowings
|
| | | | 10,814 | | | | | | 56,197 | | | | | | 17,696 | | | | | | 12,852 | | | | | | 11,426 | | | | | | 59,376 | | |
Trade and other payables
|
| | | | 19,250 | | | | | | 100,036 | | | | | | 42,454 | | | | | | 44,322 | | | | | | 19,887 | | | | | | 103,347 | | |
Related parties
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 470 | | | | | | 2,442 | | |
Liabilities from acquisitions
|
| | | | 10,299 | | | | | | 53,520 | | | | | | — | | | | | | — | | | | | | 10,299 | | | | | | 53,520 | | |
Current tax liabilities
|
| | | | 1,712 | | | | | | 8,898 | | | | | | 5,185 | | | | | | 6,405 | | | | | | 2,151 | | | | | | 11,179 | | |
Employee benefits
|
| | | | 1,285 | | | | | | 6,678 | | | | | | 6,755 | | | | | | 5,235 | | | | | | 1,658 | | | | | | 8,609 | | |
Lease liabilities
|
| | | | 213 | | | | | | 1,109 | | | | | | 2,687 | | | | | | — | | | | | | 342 | | | | | | 1,777 | | |
Dividends payable
|
| | | | — | | | | | | — | | | | | | — | | | | | | 4,718 | | | | | | — | | | | | | — | | |
Other current liability
|
| | | | — | | | | | | — | | | | | | — | | | | | | 185 | | | | | | 404 | | | | | | 2,106 | | |
Total current liabilities
|
| | | | 43,573 | | | | | | 226,438 | | | | | | 74,777 | | | | | | 73,717 | | | | | | 46,637 | | | | | | 242,356 | | |
Non-current liabilities | | | | | | | | | | | | | | | | | | | | | | | |||||||||||||||
Related parties
|
| | | | — | | | | | | — | | | | | | 5,230 | | | | | | — | | | | | | 1,421 | | | | | | 7,386 | | |
Liabilities from acquisitions
|
| | | | 7,741 | | | | | | 40,228 | | | | | | 5,230 | | | | | | — | | | | | | 52,212 | | | | | | 271,328 | | |
Loans and borrowings
|
| | | | 8,232 | | | | | | 42,778 | | | | | | 45,650 | | | | | | 35,377 | | | | | | 9,827 | | | | | | 51,069 | | |
Employee benefits
|
| | | | 221 | | | | | | 1,151 | | | | | | 1,127 | | | | | | — | | | | | | 221 | | | | | | 1,151 | | |
Lease liabilities
|
| | | | 317 | | | | | | 1,649 | | | | | | 4,604 | | | | | | — | | | | | | 798 | | | | | | 4,145 | | |
Provisions
|
| | | | 436 | | | | | | 2,267 | | | | | | 1,489 | | | | | | 1,193 | | | | | | 534 | | | | | | 2,774 | | |
Deferred tax liabilities
|
| | | | 4,386 | | | | | | 22,794 | | | | | | 16,769 | | | | | | 13,583 | | | | | | 10,811 | | | | | | 56,182 | | |
Other non-current liabilities
|
| | | | 39 | | | | | | 201 | | | | | | — | | | | | | — | | | | | | 268 | | | | | | 1,394 | | |
Total non-current liabilities
|
| | | | 21,372 | | | | | | 111,068 | | | | | | 74,869 | | | | | | 50,153 | | | | | | 76,092 | | | | | | 395,429 | | |
Total liabilities
|
| | | | 64,945 | | | | | | 337,506 | | | | | | 149,646 | | | | | | 123,870 | | | | | | 122,729 | | | | | | 637,785 | | |
Total equity
|
| | |
|
22,196
|
| | | |
|
115,348
|
| | | |
|
99,337
|
| | | |
|
148,494
|
| | | |
|
239,888
|
| | | |
|
1,246,624
|
| |
Total liabilities and equity
|
| | | | 87,141 | | | | | | 452,854 | | | | | | 248,983 | | | | | | 272,364 | | | | | | 362,617 | | | | | | 1,884,409 | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||||||||||||||
| | |
Historical Zenvia Brazil
|
| |
Total Zenvia
Pro Forma(1) |
| ||||||||||||||||||||||||||||||
| | |
2020(2)
|
| |
2020(2)
|
| |
2019
|
| |
2018
|
| |
2020
|
| |
2020
|
| ||||||||||||||||||
| | |
(in US$)(3)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in US$)(3)
|
| |
(in R$)
|
| ||||||||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||||||||||||||
Non-GAAP Gross Profit(4)
|
| | | | 21,335 | | | | | | 110,873 | | | | | | 93,902 | | | | | | 90,296 | | | | | | 29,530(8) | | | | | | 153,456(8) | | |
Non-GAAP Operating Profit(5)
|
| | | | (720) | | | | | | (3,739) | | | | | | 29,011 | | | | | | 41,294 | | | | | | (2,147)(9) | | | | | | (11,169)(9) | | |
EBITDA(6) | | | | | 996 | | | | | | 5,180 | | | | | | 38,546 | | | | | | 44,763 | | | | | | (18,833)(10) | | | | | | (97,869)(10) | | |
Adjusted EBITDA(7)
|
| | | | 1,546 | | | | | | 8,038 | | | | | | 36,067 | | | | | | 44,763 | | | | | | 506(11) | | | | | | 2,632(11) | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(1)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Gross profit
|
| | | | 19,980 | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | |
(+) Amortization of intangible assets acquired from business combinations
|
| | | | 1,355 | | | | | | 7,042 | | | | | | 653 | | | | | | — | | |
Non-GAAP Gross Profit(2)
|
| | | | 21,335 | | | | | | 110,873 | | | | | | 93,902 | | | | | | 90,296 | | |
Revenue
|
| | | | 82,687 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | |
Gross margin(3)
|
| | | | 24.2% | | | | | | 24.2% | | | | | | 26.3% | | | | | | 32.7% | | |
Non-GAAP Gross Margin(4)
|
| | | | 25.8% | | | | | | 25.8% | | | | | | 26.5% | | | | | | 32.7% | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(1)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Profit | | | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
(+) Income tax and social contribution (current and deferred)
|
| | | | (1,547) | | | | | | (8,039) | | | | | | 3,334 | | | | | | 6,479 | | |
(+) Net finance costs
|
| | | | 1,417 | | | | | | 7,363 | | | | | | 2,572 | | | | | | 3,906 | | |
Operating profit
|
| | | | (4,255) | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | |
(+) Amortization of intangible assets acquired from business combinations
|
| | | | 2,985 | | | | | | 15,510 | | | | | | 11,740 | | | | | | 11,044 | | |
(–) Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | (2,479) | | | | | | — | | |
(+) Expenses related to branch closing(2)
|
| | | | 550 | | | | | | 2,858 | | | | | | — | | | | | | — | | |
Non-GAAP Operating Profit(3)
|
| | | | (720) | | | | | | (3,739) | | | | | | 29,011 | | | | | | 41,294 | | |
| | |
Year ended December 31,
|
| |||||||||||||||||||||
| | |
2020
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
| | |
(in US$)(1)
|
| |
(in R$)
|
| |
(in R$)
|
| |
(in R$)
|
| ||||||||||||
| | |
(in thousands)
|
| |||||||||||||||||||||
Profit | | | | | (4,125) | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
(+) Income tax and social contribution (current and deferred)
|
| | | | (1,547) | | | | | | (8,039) | | | | | | 3,334 | | | | | | 6,479 | | |
(+) Net finance costs
|
| | | | 1,417 | | | | | | 7,363 | | | | | | 2,572 | | | | | | 3,906 | | |
(+) Depreciation and amortization
|
| | | | 5,251 | | | | | | 27,287 | | | | | | 18,796 | | | | | | 14,513 | | |
EBITDA(2) | | | | | 996 | | | | | | 5,180 | | | | | | 38,546 | | | | | | 44,763 | | |
(+) Expenses related to branch closing(3)
|
| | | | 550 | | | | | | 2,858 | | | | | | — | | | | | | — | | |
(–) Gain on bargain purchase
|
| | | | — | | | | | | — | | | | | | (2,479) | | | | | | — | | |
Adjusted EBITDA(4)
|
| | | | 1,546 | | | | | | 8,038 | | | | | | 36,067 | | | | | | 44,763 | | |
| | |
As of December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Active customers(1) (#)
|
| | | | 9,442 | | | | | | 7,751 | | | | | | 5,871 | | |
Revenue growth rate(2)
|
| | | | 21.4% | | | | | | 28.1% | | | | | | — | | |
Net revenue expansion rate(2)
|
| | | | 112.8% | | | | | | 117.1% | | | | | | 116.8% | | |
| | |
Historical
Zenvia Brazil (1) |
| |
Historical
D1(2) |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Other
Transaction Accounting Adjustments(3) |
| |
Subtotal Zenvia
Pro Forma (Reflecting the Corporate Reorganization and the issuance of Class A common shares to fund the D1 Acquisition(3) |
| |
Additional
Other Transaction Adjustments(4) |
| |
Total Zenvia
Pro Forma |
| ||||||||||||||||||||||||||||||
| | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(US$)(5)
|
| ||||||||||||||||||||||||
Assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Cash and cash equivalents
|
| | | | 59,979 | | | | | | 22,952 | | | | | | (371,001)(6) | | | | | | 3.1 | | | | | | 309,537(3) | | | | | | 21,467 | | | | | | 681,316 | | | | | | 702,783 | | | | | | 135,236 | | |
Trade and other receivables
|
| | | | 86,009 | | | | | | 12,048 | | | | | | — | | | | | | | | | | | | — | | | | | | 98,057 | | | | | | — | | | | | | 98,057 | | | | | | 18,869 | | |
Other assets
|
| | | | 8,698 | | | | | | 424 | | | | | | — | | | | | | | | | | | | — | | | | | | 9,122 | | | | | | — | | | | | | 9,122 | | | | | | 1,755 | | |
Total current assets
|
| | | | 154,686 | | | | | | 35,424 | | | | | | (371,001) | | | | | | | | | | | | 309,537 | | | | | | 128,646 | | | | | | 681,316 | | | | | | 809,962 | | | | | | 155,861 | | |
Non-current assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Property, plant and equipment
|
| | | | 12,495 | | | | | | 3,810 | | | | | | — | | | | | | | | | | | | — | | | | | | 16,305 | | | | | | — | | | | | | 16,305 | | | | | | 3,138 | | |
Intangible assets and goodwill
|
| | | | 281,475 | | | | | | 58,964 | | | | | | 713,495 | | | | | | 3.2 | | | | | | — | | | | | | 1,053,934 | | | | | | — | | | | | | 1,053,934 | | | | | | 202,808 | | |
Other non-current assets
|
| | | | 4,198 | | | | | | 10 | | | | | | — | | | | | | | | | | | | — | | | | | | 4,208 | | | | | | — | | | | | | 4,208 | | | | | | 810 | | |
Total non-current assets
|
| | |
|
298,168
|
| | | |
|
62,784
|
| | | | | 713,495 | | | | | | | | | | |
|
—
|
| | | |
|
1,074,447
|
| | | |
|
—
|
| | | |
|
1,074,447
|
| | | |
|
206,756
|
| |
Total assets
|
| | |
|
452,854
|
| | | |
|
98,208
|
| | | |
|
342,494
|
| | | | | | | | | |
|
309,537
|
| | | |
|
1,203,093
|
| | | |
|
681,316
|
| | | |
|
1,884,409
|
| | | |
|
362,617
|
| |
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
D1(2) |
| |
Transaction
Accounting Adjustments |
| |
Note
|
| |
Other
Transaction Accounting Adjustments(3) |
| |
Subtotal Zenvia
Pro Forma (Reflecting the Corporate Reorganization and the issuance of Class A common shares to fund the D1 Acquisition(3) |
| |
Additional
Other Transaction Adjustments(4) |
| |
Total Zenvia
Pro Forma |
| ||||||||||||||||||||||||||||||
| | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(US$)(5)
|
| ||||||||||||||||||||||||
Liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Loans and borrowings
|
| | | | 56,197 | | | | | | 3,179 | | | | | | — | | | | | | | | | | | | — | | | | | | 59,376 | | | | | | — | | | | | | 59,376 | | | | | | 11,426 | | |
Trade and other payables
|
| | | | 100,036 | | | | | | 3,311 | | | | | | — | | | | | | | | | | | | — | | | | | | 103,347 | | | | | | — | | | | | | 103,347 | | | | | | 19,887 | | |
Related parties
|
| | | | — | | | | | | 2,442 | | | | | | — | | | | | | | | | | | | — | | | | | | 2,442 | | | | | | — | | | | | | 2,442 | | | | | | 470 | | |
Liabilities from acquisitions
|
| | | | 53,520(6) | | | | | | 61,464 | | | | | | (61,464)(6) | | | | | | | | | | | | — | | | | | | 53,520 | | | | | | — | | | | | | 53,520 | | | | | | 10,299 | | |
Other current liability
|
| | | | 16,685 | | | | | | 6,986 | | | | | | — | | | | | | | | | | | | — | | | | | | 23,671 | | | | | | — | | | | | | 23,671 | | | | | | 4,555 | | |
Total current
liabilities |
| | | | 226,438 | | | | | | 77,382 | | | | |
|
(61,464)
|
| | | | | | | | | | | — | | | | | | 242,356 | | | | | | — | | | | | | 242,356 | | | | | | 46,637 | | |
Non-current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Related parties
|
| | | | — | | | | | | 7,386 | | | | | | — | | | | | | | | | | | | — | | | | | | 7,386 | | | | | | — | | | | | | 7,386 | | | | | | 1,421 | | |
Liabilities from acquisitions
|
| | | | 40,228 | | | | | | — | | | | | | 231,100 | | | | | | 3.1 | | | | | | — | | | | | | 271,328 | | | | | | — | | | | | | 271,328 | | | | | | 52,212 | | |
Loans and borrowings
|
| | | | 42,778 | | | | | | 8,291 | | | | | | — | | | | | | | | | | | | — | | | | | | 51,069 | | | | | | — | | | | | | 51,069 | | | | | | 9,827 | | |
Other payables
|
| | | | 5,268 | | | | | | 4,196 | | | | | | — | | | | | | | | | | | | — | | | | | | 9,464 | | | | | | — | | | | | | 9,464 | | | | | | 1,821 | | |
Deferred tax liabilities
|
| | | | 22,794 | | | | | | — | | | | | | 33,388 | | | | | | 4(c) | | | | | | — | | | | | | 56,182 | | | | | | — | | | | | | 56,182 | | | | | | 10,811 | | |
Total non-current liabilities
|
| | | | 111,068 | | | | | | 19,873 | | | | | | 264,488 | | | | | | | | | | | | — | | | | | | 395,429 | | | | | | — | | | | | | 395,429 | | | | | | 76,092 | | |
Total equity
|
| | |
|
115,348
|
| | | |
|
953
|
| | | |
|
139,470
|
| | | | | 3.1 | | | | |
|
309,537(3)
|
| | | |
|
565,308
|
| | | |
|
681,316
|
| | | |
|
1,246,624
|
| | | |
|
239,888
|
| |
Total equity and
liabilities |
| | | | 452,854 | | | | | | 98,208 | | | | | | 342,494 | | | | | | | | | | | | 309,537 | | | | | | 1,203,093 | | | | | | 681,316 | | | | | | 1,884,409 | | | | | | 362,617 | | |
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Note
to the Pro Forma Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma / Sirena(3) |
| |
Historical
D1(4) |
| |
Historical
Smarkio (5) |
| |
Transaction
Accounting Adjustments |
| |
Note
to the Pro Forma Adjustments |
| |
Subtotal Zenvia
Pro Forma (Reflecting the Corporate Reorganization and the issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments(7) |
| |
Total Zenvia
Pro Forma reflecting the Corporate Reorganization, the issuance of all Class A common shares in this offering and payment of cash bonus and equity grants(R$) |
| ||||||||||||||||||||||||||||||||||||||||||
| | |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| | | | | | | |
(R$)
|
| |
(R$)
|
| |
(R$)
|
| |
(US$)(8)
|
| |||||||||||||||||||||||||||||||||
Revenue
|
| | | | 429,701 | | | | | | 8,413 | | | | | | — | | | | | | | | | | | | 438,114 | | | | | | 26,521 | | | | | | 27,835 | | | | | | — | | | | | | | | | | | | 492,470 | | | | | | — | | | | | | 492,470 | | | | | | 94,766 | | |
Cost of services
|
| | | | (325,870) | | | | | | (2,236) | | | | | | (6,179) | | | | | | 4(a) | | | | | | (334,285) | | | | | | (13,603) | | | | | | (5,079) | | | | | | (19,325) | | | | | | 4(a) | | | | | | (372,292) | | | | | | — | | | | | | (372,292) | | | | | | (71,640) | | |
Gross profit
|
| | |
|
103,831
|
| | | |
|
6,177
|
| | | |
|
(6,179)
|
| | | | | | | | | |
|
103,829
|
| | | |
|
12,918
|
| | | |
|
22,756
|
| | | |
|
(19,325)
|
| | | | | | | | | |
|
120,178
|
| | | |
|
—
|
| | | |
|
120,178
|
| | | |
|
23,126
|
| |
Selling and marketing expenses
|
| | | | (33,589) | | | | | | (15,182) | | | | | | — | | | | | | | | | | | | (48,771) | | | | | | (6,355) | | | | | | (1,680) | | | | | | — | | | | | | | | | | | | (56,806) | | | | | | — | | | | | | (56,806) | | | | | | (10,931) | | |
Administrative expenses
|
| | | | (71,667) | | | | | | (567) | | | | | | (11,374) | | | | | | 4(a)(b) | | | | | | (83,608) | | | | | | (16,054) | | | | | | (1,884) | | | | | | (23,212) | | | | | | 4(a)(g) | | | | | | (124,758) | | | | | | (68,466) | | | | | | (193,224) | | | | | | (37,182) | | |
Research and development expenses
|
| | | | (15,637) | | | | | | — | | | | | | — | | | | | | | | | | | | (15,637) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (15,637) | | | | | | — | | | | | | (15,637) | | | | | | (3,009) | | |
Allowance for credit losses
|
| | | | (4,205) | | | | | | (363) | | | | | | — | | | | | | | | | | | | (4,568) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | (4,568) | | | | | | — | | | | | | (4,568) | | | | | | (879) | | |
Other income and expenses, net
|
| | | | (840) | | | | | | 30 | | | | | | — | | | | | | | | | | | | (810) | | | | | | (489) | | | | | | (2,330) | | | | | | — | | | | | | | | | | | | (3,629) | | | | | | — | | | | | | (3,629) | | | | | | (699) | | |
Operating profit (loss)
|
| | | | (22,107) | | | | | | (9,905) | | | | | | (17,553) | | | | | | | | | | | | (49,565) | | | | | | (9,980) | | | | | | 16,862 | | | | | | (42,537) | | | | | | | | | | | | (85,220) | | | | | | (68,466) | | | | | | (153,686) | | | | | | (29,574) | | |
Finance costs
|
| | | | (26,580) | | | | | | (636) | | | | | | (1,997) | | | | | | 4(e) | | | | | | (29,213) | | | | | | (1,418) | | | | | | (96) | | | | | | — | | | | | | | | | | | | (30,727) | | | | | | — | | | | | | (30,727) | | | | | | (5,913) | | |
Finance income
|
| | | | 19,217 | | | | | | 104 | | | | | | — | | | | | | | | | | | | 19,321 | | | | | | 239 | | | | | | 87 | | | | | | — | | | | | | | | | | | | 19,647 | | | | | | — | | | | | | 19,647 | | | | | | 3,781 | | |
Net finance costs
|
| | | | (7,363) | | | | | | (532) | | | | | | (1,997) | | | | | | | | | | | | (9,892) | | | | | | (1,179) | | | | |
|
(9)
|
| | | | | — | | | | | | | | | | | | (11,080) | | | | | | — | | | | | | (11,080) | | | | | | (2,132) | | |
Loss before income tax and social contribution
|
| | | | (29,470) | | | | | | (10,437) | | | | | | (19,550) | | | | | | | | | | | | (59,457) | | | | | | (11,159) | | | | | | 16,853 | | | | | | (42,537) | | | | | | | | | | | | (96,300) | | | | | | (68,466) | | | | | | (164,766) | | | | | | (31,706) | | |
Current Income tax and social contribution
|
| | | | (441) | | | | | | (40) | | | | | | — | | | | | | | | | | | | (481) | | | | | | (301) | | | | | | (3,249) | | | | | | — | | | | | | | | | | | | (4,031) | | | | | | | | | | | | (4,031) | | | | | | (776) | | |
Deferred Income tax and social contribution
|
| | | | 8,480 | | | | | | — | | | | | | 5,829 | | | | | | 4(c) | | | | | | 14,309 | | | | | | — | | | | | | — | | | | | | 14,462 | | | | | | 4(c) | | | | | | 28,771 | | | | | | 2,256 | | | | | | 31,027 | | | | | | 5,971 | | |
Profit (loss) for the year
|
| | | | (21,431) | | | | | | (10,477) | | | | | | (13,721) | | | | | | | | | | | | (45,629) | | | | | | (11,460) | | | | | | 13,604 | | | | | | (28,075) | | | | | | | | | | | | (71,560) | | | | | | (66,210) | | | | | | (137,770) | | | | | | (26,511) | | |
Earnings (loss) per share
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||
Basic
|
| | | | (0.0047) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4(f) | | | | | | (0.0026)(9) | | | | | | — | | | | | | (0.0037)(10) | | | | | | (0.0007)(10) | | |
Diluted
|
| | | | (0.0047) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4(f) | | | | | | (0.0026)(9) | | | | | | — | | | | | | (0.0037)(10) | | | | | | (0.0007)(10) | | |
Weighted average shares used to calculate earnings per share
|
| | | | 4,601,501 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4(f) | | | | | | 28,042,518(9) | | | | | | — | | | | | | 37,483,185(10) | | | | | | 37,483,185(10) | | |
| | |
Historical Sirena
January 1 to July 23, 2020 |
| |||||||||
| | |
(in thousands of US$)
|
| |
(in thousands of R$)
|
| ||||||
Revenue
|
| | | | 1,693 | | | | | | 8,413 | | |
Cost of services
|
| | | | (450) | | | | | | (2,236) | | |
Gross profit
|
| | | | 1,243 | | | | | | 6,177 | | |
Selling and marketing expenses
|
| | | | (3,055) | | | | | | (15,182) | | |
Administrative expenses
|
| | | | (114) | | | | | | (567) | | |
Impairment loss on trade receivables
|
| | | | (73) | | | | | | (363) | | |
Other income and expenses, net
|
| | | | 6 | | | | | | 30 | | |
Operating profit
|
| | |
|
(1,993)
|
| | | | | (9,905) | | |
Finance costs
|
| | | | (128) | | | | | | (636) | | |
Finance income
|
| | | | 21 | | | | |
|
104
|
| |
Net finance costs
|
| | |
|
(107)
|
| | | | | (532) | | |
Profit (loss) before income tax and social contribution
|
| | | | (2,100) | | | | | | (10,437) | | |
Current income tax and social contribution
|
| | | | (8) | | | | |
|
(40)
|
| |
Profit (loss) for the year
|
| | | | (2,109) | | | | | | (10,477) | | |
| | |
D1
|
| |
Sirena
|
| ||||||
| | |
(in thousands of R$)
|
| |||||||||
Contribution in Cash(1)
|
| | | | 40,000 | | | | | | — | | |
Cash Payment(1)
|
| | | | 269,537(4) | | | | | | 59,006 | | |
Common shares(2)
|
| | | | 139,470 | | | | | | 4,510(5) | | |
Contingent consideration (earn-out 2022)(3)
|
| | | | 57,019 | | | | | | — | | |
Contingent consideration (earn-out 2023)(3)
|
| | | | 174,081 | | | | | | — | | |
Additional Payment
|
| | | | — | | | | | | 64,280 | | |
Consideration Transferred and Expected to be Transferred
|
| | |
|
680,107
|
| | | |
|
127,796
|
| |
Gross profit - multiple estimate
|
| |
7 x Gross
Profit |
| |
11.24 x
Gross Profit |
| |
Current fair
value estimation (13 x Gross Profit – 100%) |
| |
>13 x Gross Profit(1)
|
| ||||||||||||||||||
D1 Acquisition
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Earnout – 2022
|
| | | | 14,073 | | | | | | 35,187 | | | | | | 57,019 | | | | | | 70,708 | | | | | | 71,762 | | |
Earnout – 2023
|
| | | | 43,707 | | | | | | 118,515 | | | | | | 174,081 | | | | | | 209,868 | | | | | | 241,480 | | |
Total contingent consideration
|
| | | | 57,780 | | | | | | 153,702 | | | | | | 231,100 | | | | | | 280,576 | | | | | | 313,242 | | |
| | |
D1
|
| |
Sirena
|
| ||||||
| | |
(in thousands of R$)
|
| |||||||||
Consideration Expected to be Transferred and Total Consideration transferred
(Note 3.1) |
| | | | 680,107 | | | | | | 127,796 | | |
Fair value of assets acquired or to be acquired and liabilities assumed or to be
assumed |
| | | | 953 | | | | | | 1,519 | | |
Fair value of intangible assets: | | | | | | | | | | | | | |
Digital Platform
|
| | | | 96,626 | | | | | | 54,521 | | |
Customer portfolio
|
| | | | 1,575 | | | | | | 1,975 | | |
Defered tax liability
|
| | | | (33,388) | | | | | | (14,835) | | |
Total
|
| | |
|
65,766
|
| | | |
|
43,180
|
| |
Goodwill
|
| | |
|
614,341
|
| | | |
|
84,616
|
| |
| | | | | | | | |
Estimated fair value
|
| |
Estimated
useful life Years |
| |
Estimated pro forma
amortization expense (straight-line method) |
| |
Allocation of
pro forma amortization expense in the pro forma statement of income line item |
| |||||||||||||||||||||||||||||||||
| | |
Nature
|
| |
Valuation
Methodology |
| |
D1
|
| |
Sirena
|
| |
Total
Zenvia´s acquired intangible assets |
| | | | | | | |
D1(1)
|
| |
Sirena(2)
|
| |
Total
Zenvia´s amortization of acquired intangible assets |
| |||||||||||||||||||||
| | | | | |
(in thousands of R$)
|
| |||||||||||||||||||||||||||||||||||||||||||||
Digital Platform
|
| |
Represents the fair value
of digital platform |
| |
MPEEM – Multi period
excess earnings method |
| | | | 96,626 | | | | | | 54,521 | | | | | | 151,147 | | | | | | 5 | | | | | | 19,325 | | | | | | 6,179 | | | | | | 25,504 | | | |
Cost of services
|
|
Customer portfolio
|
| |
Represents the fair value of customer portfolio
|
| |
MPEEM – Multi period
excess earnings method |
| | | | 1,575 | | | | | | 1,975 | | | | | | 3,550 | | | | | | 10 | | | | | | 158 | | | | | | 112 | | | | | | 269 | | | |
Administrative
expenses |
|
Total
|
| | | | | | | | |
|
98,201
|
| | | |
|
56,496
|
| | | |
|
154,697
|
| | | | | | | | | |
|
19,483
|
| | | |
|
6,291
|
| | | |
|
25,773
|
| | | | |
| | | |
D1 Acquisition
|
| |
Sirena Acquisition
|
| ||||||
| | | |
Digital platform
|
| |
Customer portfolio
|
| |
Digital platform
|
| |
Customer portfolio
|
|
| Revenue | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had 54.2 million revenue. | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had 54.2 million revenue. | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had R$3.6 million revenue (6 months period). | | | Revenue considered entire services provided. Revenue projections were based on the business plan revenue growth rate and estimated attrition. At the reference date, the company had R$3.6 million revenue (6 months period). | |
| Attrition rate – Churn rate | | | The estimated attrition rate is 19.13% | | | The estimated attrition rate is 10% | | | The estimated attrition rate is 19.03% | | | The estimated attrition rate is 10% | |
| Useful Life | | | Useful life for the intangible asset is 5 years. | | | Useful life for the intangible asset is 10 years. | | | Useful life for the intangible asset is 5 years. | | | Useful life for the intangible asset is 10 years. | |
| Contributory Assets Charge | | | The considered CAC includes Working Capital (7.79% p.a), Fixed Assets (7.79%p.a), Workforce (15.07% p.a) and customer portfolio (16.07% p.a). | | | The considered CAC includes Working Capital (16.07% p.a), Fixed Assets (7.79% p.a) and Workforce (15.07% p.a). | | | The considered CAC includes Working Capital (10.97% p.a), Fixed Assets (10.97% p.a), Workforce (15.07% p.a) and customer portfolio (17.42% p.a). | | | The considered CAC includes Working Capital (10.97% p.a), Fixed Assets (10.97% p.a) and Workforce (17.42% p.a). | |
| Tax Amortization Benefit (TAB) | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | | | TAB was calculated according to the Target’s projected effective tax rate of 34% and an amortization period equivalent to asset’s remaining useful life. | |
| Discount Rate | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 16.07%. | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 16.07%. | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 18.42%. | | | The discount rate was equivalent to company’s WACC plus spread, resulting in an after-tax rate of 18.42%. | |
| | |
Historical
Zenvia Brazil |
| |
Total Zenvia
Pro Forma (Giving effect to the Corporate Reorganization, the issuance of Class A common shares to fund the D1 Acquisition) |
| |
Total Zenvia
Pro Forma (Giving effect to the Corporate Reorganization, the issuance of all Class A common shares in this offering and payment of cash bonus and equity grants) |
| |||||||||
| | |
(in thousands of R$, except numbers of shares)
|
| |||||||||||||||
Net loss attributable to owners of the Company
|
| | | | (21,431) | | | | | | (71,560) | | | | | | (137,770) | | |
Weighted average of outstanding common shares
|
| | | | 4,601,501 | | | | | | 28,042,518(1)(2) | | | | | | 37,483,185(1)(3) | | |
Basic pro forma loss per share – R$
|
| | | | (0.0047) | | | | | | (0.0026) | | | | | | (0.0037)(4)(5) | | |
Diluted pro forma loss per share – R$
|
| | | | (0.0047) | | | | | | (0.0026) | | | | | | (0.0037)(4)(5) | | |
|
(in thousands of R$)
|
| ||||||
|
D1 Share-based payments
|
| | | | 23,054 | | |
|
Sirena Share Based payments(1)
|
| | | | 6,123 | | |
|
Transactions Costs
|
| | | | 180 | | |
|
Cash-based compensation payable upon consummation of this offering(2)
|
| | | | 64,969 | | |
|
Deferred income tax and social contribution(3)
|
| | | | (10,155) | | |
|
Total significant items
|
| | |
|
84,171
|
| |
| | |
Historical
Zenvia Brazil |
| |
Historical
Sirena |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1 |
| |
Historical
Smarkio |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition |
| |
Additional
Other Transaction Adjustments |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||||||||
| | |
(in
thousands of R$) |
| |
(in
thousands of US$) |
| |
(in thousands of R$)
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Salaries and charges
|
| | | | 78,103(1) | | | | | | 833 | | | | | | 4,140 | | | | | | 11,262 | | | | | | 93,505 | | | | | | 14,227 | | | | | | 2,871 | | | | | | — | | | | | | 110,603 | | | | | | 68,466(4) | | | | | | 179,069 | | |
Share-based payments
|
| | | | — | | | | | | 1,232 | | | | | | 6,122 | | | | | | — | | | | | | 6,123 | | | | | | — | | | | | | — | | | | | | 23,054 | | | | | | 29,176 | | | | | | — | | | | | | 29,176 | | |
Business Service Provider (BSP)
|
| | | | 305,561 | | | | | | 389 | | | | | | 1,933 | | | | | | — | | | | | | 307,494 | | | | | | 10,713 | | | | | | 2,208 | | | | | | — | | | | | | 320,415 | | | | | | — | | | | | | 320,415 | | |
Depreciation
|
| | | | 27,287(2) | | | | | | 9 | | | | | | 45 | | | | | | 6,291 | | | | | | 33,623 | | | | | | 2,569 | | | | | | — | | | | | | 19,483 | | | | | | 55,675 | | | | | | — | | | | | | 55,675 | | |
Professional fees
|
| | | | 17,319 | | | | | | 680 | | | | | | 3,379 | | | | | | — | | | | | | 20,698 | | | | | | 7,086 | | | | | | 4,214 | | | | | | — | | | | | | 31,998 | | | | | | — | | | | | | 31,998 | | |
Rental
|
| | | | 2,005 | | | | | | 20 | | | | | | 99 | | | | | | — | | | | | | 2,104 | | | | | | 456 | | | | | | — | | | | | | — | | | | | | 2,560 | | | | | | — | | | | | | 2,560 | | |
Communications
|
| | | | 4,557 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,557 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,557 | | | | | | — | | | | | | 4,557 | | |
Travel expenses
|
| | | | 886 | | | | | | 22 | | | | | | 109 | | | | | | — | | | | | | 995 | | | | | | — | | | | | | — | | | | | | — | | | | | | 995 | | | | | | — | | | | | | 995 | | |
Impairment of trade receivables
|
| | | | 4,205 | | | | | | 73 | | | | | | 363 | | | | | | — | | | | | | 4,568 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,568 | | | | | | — | | | | | | 4,568 | | |
Marketing expenses
|
| | | | 3,540 | | | | | | 34 | | | | | | 169 | | | | | | — | | | | | | 3,709 | | | | | | — | | | | | | 1,680 | | | | | | — | | | | | | 5,389 | | | | | | — | | | | | | 5,389 | | |
Others
|
| | | | 7,505(3) | | | | | | 394 | | | | | | 1,959 | | | | | | — | | | | | | 9,464 | | | | | | 1,450 | | | | | | — | | | | | | — | | | | | | 10,914 | | | | | | — | | | | | | 10,914 | | |
Total expenses
|
| | | | 450,968 | | | | | | 3,686 | | | | | | 18,318 | | | | | | 17,553 | | | | | | 486,839 | | | | | | 36,501 | | | | | | 10,973 | | | | | | 42,537 | | | | | | 576,850 | | | | | | 68,466 | | | | | | 645,316 | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1(3) |
| |
Historical
Smarkio(4) |
| |
Transaction
Accounting Adjustments(5) |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||
| | |
(in thousands of R$)
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Gross profit
|
| | | | 103,831 | | | | | | 6,177 | | | | | | (6,179)(10) | | | | | | 103,829 | | | | | | 12,918 | | | | | | 22,756 | | | | |
|
(19,325)(10)
|
| | | | | 120,178 | | | | | | — | | | | | | 120,178 | | |
(+) Amortization of intangible assets acquired from business combinations
|
| | | | 7,042 | | | | | | — | | | | | | 6,179(10) | | | | | | 13,221 | | | | | | 732 | | | | | | — | | | | | | 19,325(10) | | | | | | 33,278 | | | | | | — | | | | | | 33,278 | | |
Non-GAAP Pro Forma Gross
Profit(7) |
| | | | 110,873 | | | | | | 6,177 | | | | | | — | | | | | | 117,050 | | | | | | 13,650 | | | | | | 22,756 | | | | |
|
—
|
| | | | | 153,456 | | | | |
|
—
|
| | | | | 153,456 | | |
Revenue
|
| | | | 429,701 | | | | | | 8,413 | | | | | | — | | | | | | 438,114 | | | | | | 26,521 | | | | | | 27,835 | | | | | | — | | | | | | 492,470 | | | | | | — | | | | | | 492,470 | | |
Pro forma gross margin(8)
|
| | |
|
24.2%
|
| | | |
|
73.4%
|
| | | |
|
—
|
| | | |
|
23.7%
|
| | | |
|
48.7%
|
| | | |
|
81.8%
|
| | | | | — | | | | |
|
24.4%
|
| | | | | — | | | | |
|
24.4%
|
| |
Non-GAAP Pro Forma Gross
Margin(9) |
| | | | 25.8% | | | | | | 73.4% | | | | | | — | | | | | | 26.7% | | | | | | 51.5% | | | | | | 81.8% | | | | |
|
—
|
| | | | | 31.2% | | | | |
|
—
|
| | | | | 31.2% | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1(3) |
| |
Historical
Smarkio(4) |
| |
Transaction
Accounting Adjustments(5) |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments(7) |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||
| | |
(in thousands of R$)
|
| | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Profit/(Loss) | | | | | (21,431) | | | | | | (10,477) | | | | | | (13,721)(10) | | | | | | (45,629) | | | | | | (11,460) | | | | | | 13,604 | | | | | | (28,075)(10) | | | | | | (71,560) | | | | | | (66,210) | | | | | | (137,770) | | |
(+) Income tax and social
contribution (current and deferred) |
| | | | (8,039) | | | | | | 40 | | | | | | (5,829)(11) | | | | | | (13,828) | | | | | | 301 | | | | | | 3,249 | | | | | | (14,462)(11) | | | | | | (24,740) | | | | | | (2,256) | | | | | | (26,996) | | |
(+) Net finance costs
|
| | | | 7,363 | | | | | | 532 | | | | | | 1,997(12) | | | | | | 9,892 | | | | | | 1,179 | | | | | | 9 | | | | | | | | | | | | 11,080 | | | | | | | | | | | | 11,080 | | |
Operating profit/(loss)
|
| | | | (22,107) | | | | | | (9,905) | | | | | | (17,553) | | | | | | (49,565) | | | | | | (9,980) | | | | | | 16,862 | | | | | | (42,537) | | | | | | (85,220) | | | | | | (68,466) | | | | | | (153,686) | | |
(+) Amortization of intangible assets
acquired from business combinations |
| | | | 15,510 | | | | | | — | | | | | | 6,291(13) | | | | | | 21,801 | | | | | | 732 | | | | | | — | | | | | | 19,483(13) | | | | | | 42,016 | | | | | | — | | | | | | 42,016 | | |
(+) Share-based payments
|
| | | | — | | | | | | 6,123(14) | | | | | | — | | | | | | 6,123 | | | | | | — | | | | | | — | | | | | | 23,054(15) | | | | | | 29,177 | | | | | | — | | | | | | 29,177 | | |
(+) Expenses related to branch
closing(8) |
| | | | 2,858 | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | 2,858 | | |
(+) Expenses related to IPO
grants(7) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,466 | | | | | | 68,466 | | |
Non-GAAP Pro Forma Operating Profit/(Loss)(9)
|
| | | | (3,739) | | | | | | (3,782) | | | | | | (11,262) | | | | | | (18,783) | | | | | | (9,248) | | | | | | 16,862 | | | | |
|
—
|
| | | | | (11,169) | | | | |
|
—
|
| | | | | (11,169) | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Historical
Zenvia Brazil(1) |
| |
Historical
Sirena(2) |
| |
Transaction
Accounting Adjustments |
| |
Subtotal
Zenvia Brazil Pro Forma/ Sirena |
| |
Historical
D1(3) |
| |
Historical
Smarkio(4) |
| |
Transaction
Accounting Adjustments(5) |
| |
Subtotal
Zenvia Pro Forma reflecting issuance of Class A common shares to fund the D1 Acquisition(6) |
| |
Additional
Other Transaction Adjustments(7) |
| |
Total
Zenvia Pro Forma reflecting issuance of all Class A common shares in this offering |
| ||||||||||||||||||||||||||||||
| | |
(in thousands of R$)
|
| | | | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Profit/(Loss) | | | | | (21,431) | | | | | | (10,477) | | | | | | (13,721)(11) | | | | | | (45,629) | | | | | | (11,460) | | | | | | 13,604 | | | | | | (28,075)(10) | | | | | | (71,560) | | | | | | (66,210) | | | | | | (137,770) | | |
(+) Income tax and social contribution (current and
deferred) |
| | | | (8,039) | | | | | | 40 | | | | | | (5,829)(12) | | | | | | (13,828) | | | | | | 301 | | | | | | 3,249 | | | | | | (14,462)(12) | | | | | | (24,740) | | | | | | (2,256) | | | | | | (26,996) | | |
(+) Net finance costs
|
| | | | 7,363 | | | | | | 532 | | | | | | 1,997(13) | | | | | | 9,892 | | | | | | 1,179 | | | | | | 9 | | | | | | — | | | | | | 11,080 | | | | | | — | | | | | | 11,080 | | |
(+) Depreciation and amortization
|
| | | | 27,287 | | | | | | 45 | | | | | | 6,291 | | | | | | 33,623 | | | | | | 2,568 | | | | | | 143 | | | | | | 19,483(14) | | | | | | 55,817 | | | | | | — | | | | | | 55,817 | | |
Pro Forma EBITDA(8)
|
| | | | 5,180 | | | | | | (9,860) | | | | | | (11,262) | | | | | | (15,942) | | | | | | (7,412) | | | | | | 17,005 | | | | | | (23,054) | | | | | | (29,403) | | | | | | (68,466) | | | | | | (97,869) | | |
(+) Share-based payment
|
| | | | | | | | | | 6,123(15) | | | | | | | | | | | | 6,123 | | | | | | | | | | | | | | | | | | 23,054(16) | | | | | | 29,177 | | | | | | — | | | | | | 29,177 | | |
(+) Expenses related to branch closing(9)
|
| | | | 2,858 | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,858 | | | | | | — | | | | | | 2,858 | | |
(+) Expenses related to IPO
grants(7) |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,466 | | | | | | 68,466 | | |
Pro Forma Adjusted EBITDA(10)
|
| | |
|
8,038
|
| | | |
|
(3,737)
|
| | | |
|
(11,262)
|
| | | |
|
(6,961)
|
| | | |
|
(7,412)
|
| | | |
|
17,005
|
| | | |
|
—
|
| | | |
|
2,632
|
| | | | | — | | | | |
|
2,632
|
| |
| | |
As of and for the year ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Real GDP growth (contraction)(1)
|
| | | | (4.1)% | | | | | | 1.1% | | | | | | 1.1% | | |
Inflation (IGP-M)(2)
|
| | | | 23.1% | | | | | | 7.3% | | | | | | 7.5% | | |
Inflation (IGP-DI)(2)
|
| | | | 23.1% | | | | | | 7.7% | | | | | | 7.1% | | |
Inflation (IPCA)(3)
|
| | | | 4.5% | | | | | | 4.3% | | | | | | 3.8% | | |
CDI(4) | | | | | 2.8% | | | | | | 5.9% | | | | | | 6.4% | | |
TJLP(5) | | | | | 4.6% | | | | | | 6.2% | | | | | | 6.7% | | |
SELIC Rate
|
| | | | 2.0% | | | | | | 4.5% | | | | | | 6.5% | | |
Appreciation (depreciation) of the real against the U.S. dollar
|
| | | | (28.9)% | | | | | | (4.0)% | | | | | | (15.0)% | | |
Exchange rate (R$ per US$1.00) at the end of the period(6)
|
| | | | 5.1967 | | | | | | 4.031 | | | | | | 3.875 | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2020
|
| |
2019
|
| |
Variation
|
| |||||||||
| | |
(in R$)
|
| |
(in R$)
|
| |
(%)
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Revenue
|
| | | | 429,701 | | | | | | 354,035 | | | | | | 21.4% | | |
Cost of services
|
| | | | (325,870) | | | | | | (260,786) | | | | | | 25.0% | | |
Gross profit
|
| | | | 103,831 | | | | | | 93,249 | | | | | | 11.3% | | |
Selling and marketing expenses
|
| | | | (33,589) | | | | | | (26,018) | | | | | | 29.1% | | |
Administrative expenses
|
| | | | (71,667) | | | | | | (40,868) | | | | | | 75.4% | | |
Research and development expenses
|
| | | | (15,637) | | | | | | (9,832) | | | | | | 59.0% | | |
Gain on bargain purchase
|
| | | | — | | | | | | 2,479 | | | | | | (100.0)% | | |
Allowance for credit losses
|
| | | | (4,205) | | | | | | (3,733) | | | | | | 12.6% | | |
Other income and expenses, net
|
| | | | (840) | | | | | | 4,473 | | | | | | (118.8)% | | |
Operating profit
|
| | | | (22,107) | | | | | | 19,750 | | | | | | (211.9)% | | |
Finance costs
|
| | | | (26,580) | | | | | | (6,811) | | | | | | 290.3% | | |
Finance income
|
| | | | 19,217 | | | | | | 4,239 | | | | | | 353.3% | | |
Net finance costs
|
| | | | (7,363) | | | | | | (2,572) | | | | | | 186.3% | | |
Profit (loss) before income tax and social contribution
|
| | | | (29,470) | | | | | | 17,178 | | | | | | (271.6)% | | |
Deferred income tax and social contribution
|
| | | | 8,480 | | | | | | (3,186) | | | | | | (366.2)% | | |
Current income tax and social contribution
|
| | | | (441) | | | | | | (148) | | | | | | 198.0% | | |
Profit (loss) for the year
|
| | | | (21,431) | | | | | | 13,844 | | | | | | (254.8)% | | |
| | |
Year ended December 31,
|
| |||||||||||||||
| | |
2019
|
| |
2018(1)
|
| |
Variation
|
| |||||||||
| | |
(in R$)
|
| |
(in R$)
|
| |
(%)
|
| |||||||||
| | |
(in thousands)
|
| |||||||||||||||
Revenue
|
| | | | 354,035 | | | | | | 276,380 | | | | | | 28.1% | | |
Cost of services
|
| | | | (260,786) | | | | | | (186,084) | | | | | | 40.1% | | |
Gross profit
|
| | | | 93,249 | | | | | | 90,296 | | | | | | 3.3% | | |
Selling and marketing expenses
|
| | | | (26,018) | | | | | | (18,241) | | | | | | 42.6% | | |
Administrative expenses
|
| | | | (40,868) | | | | | | (35,683) | | | | | | 14.5% | | |
Research and development expenses
|
| | | | (9,832) | | | | | | (3,931) | | | | | | 150.1% | | |
Gain on bargain purchase
|
| | | | 2,479 | | | | | | — | | | | | | n.m. | | |
Allowance for credit losses
|
| | | | (3,733) | | | | | | (2,287) | | | | | | 63.2% | | |
Other income and expenses, net
|
| | | | 4,473 | | | | | | 96 | | | | | | n.m. | | |
Operating profit
|
| | | | 19,750 | | | | | | 30,250 | | | | | | (34.7)% | | |
Finance costs
|
| | | | (6,811) | | | | | | (7,352) | | | | | | (7.4)% | | |
Finance income
|
| | | | 4,239 | | | | | | 3,446 | | | | | | 23.0% | | |
Net finance costs
|
| | | | (2,572) | | | | | | (3,906) | | | | | | (34.2)% | | |
Profit before income tax and social contribution
|
| | | | 17,178 | | | | | | 26,344 | | | | | | (34.8)% | | |
Deferred income tax and social contribution
|
| | | | (3,186) | | | | | | (3,457) | | | | | | (7.8)% | | |
Current income tax and social contribution
|
| | | | (148) | | | | | | (3,022) | | | | | | (95.1)% | | |
Profit for the year
|
| | | | 13,844 | | | | | | 19,865 | | | | | | (30.3)% | | |
Significant unobservable inputs
|
| |
Relationship between significant unobservable inputs and
measurement of the present value of cash flows |
|
•
Annual forecast revenue growth rate;
•
Forecast of the growth rate of variable input costs; and
•
Risk-adjusted discount rate.
|
| |
The present value of cash flows could increase (decrease) if:
•
the annual growth rate of revenue was higher (lower);
•
the cost growth rate was (higher) lower; or
•
the risk-adjusted discount rate was (higher) lower.
|
|
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Weighted average annual revenue growth
|
| | | | 36.38% | | | | | | 16.48% | | | | | | 20.74% | | |
Weighted average annual growth of variable cost
|
| | | | 26.93% | | | | | | 18.74% | | | | | | 20.08% | | |
Weighted average cost of capital (WACC)
|
| | | | 16.40% | | | | | | 15.90% | | | | | | 19.00% | | |
Growth in terminal value
|
| | | | 0% | | | | | | 0% | | | | | | 0% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Weighted average annual revenue growth
|
| | | | 30.62% | | | | | | 9.40% | | | | | | 17.22% | | |
Weighted average annual growth of variable cost
|
| | | | 21.12% | | | | | | 11.52% | | | | | | 16.58% | | |
| | |
For the Year Ended December 31,
|
| | ||||||||||||||
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
| | |
(in thousands of R$)
|
| |||||||||||||||
Net cash from operating activities
|
| | | | 46,143 | | | | | | 26,451 | | | | | | 39,553 | | |
Net cash used in investment activities
|
| | | | (61,591) | | | | | | (9,927) | | | | | | (10,921) | | |
Net cash from (used in) financing activities
|
| | | | 62,052 | | | | | | (54,858) | | | | | | (6,616) | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | 47,637 | | | | | | (38,334) | | | | | | 22,016 | | |
| | | | | |
As of December 31,
|
| |||||||||
| | |
Interest
|
| |
2020
|
| |
2019
|
| ||||||
| | | | | |
(in thousands of R$)
|
| |||||||||
Working capital
|
| |
100% CDI+2.40% to 5.46%,TJLP+2.98% or 24%
|
| | | | 97,396 | | | | | | 60,985 | | |
BNDES Prosoft(1)
|
| |
TJLP+2.96%
|
| | | | 1,579 | | | | | | 2,338 | | |
Leases
|
| |
100% CDI+2.00% to 3.86% or 7.25%
|
| | | | — | | | | | | 23 | | |
Total | | | | | | | | 98,975 | | | | | | 63,346 | | |
Current
|
| | | | | | | 56,197 | | | | | | 17,696 | | |
Noncurrent
|
| | | | | | | 42,778 | | | | | | 45,650 | | |
| | |
Total
|
| |
Less than
1 year |
| |
1-5 Years
|
| |
More than
5 years |
| ||||||||||||
| | |
(in thousands of R$)
|
| |||||||||||||||||||||
Lease liabilities
|
| | | | 2,758 | | | | | | 1,109 | | | | | | 1,649 | | | | | | — | | |
Trade payables
|
| | | | 100,237 | | | | | | 100,036 | | | | | | 201 | | | | | | — | | |
Total
|
| | |
|
102,995
|
| | | |
|
101,145
|
| | | |
|
1,850
|
| | | | | — | | |
| | |
Balance as of
December 31, 2020 |
| |
Risk
|
| |
Scenario I
(Probable) |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
| | |
(in thousands of R$)
|
| | | | |
(in thousands of R$, except percentages)
|
| ||||||||||||||||||
Financial investments
|
| | | | 49,107 | | | |
Decrease of CDI
|
| | | | 2.75% | | | | | | 2.06% | | | | | | 1.38% | | |
Financial revenues
|
| | | | | | | | | | | | | 1,350 | | | | | | 1,013 | | | | | | 675 | | |
BNDES financing
|
| | | | 15,653 | | | |
Increase of TJLP
|
| | | | 769 | | | | | | 961 | | | | | | 1,153 | | |
Rates subject to variation
|
| | | | | | | | | | | | | 4.91% | | | | | | 6.14% | | | | | | 7.37% | | |
Financings
|
| | | | 83,322 | | | |
Increase of CDI
|
| | | | 2,291 | | | | | | 2,864 | | | | | | 3,437 | | |
Rates subject to variation
|
| | | | | | | | | | | | | 2.75% | | | | | | 3.44% | | | | | | 4.13% | | |
Activity
|
| |
Number of Employees as
of December 31, 2020 |
| |
% of Total
|
| ||||||
Technology
|
| | | | 144 | | | | | | 30.64% | | |
Sales / Customer Experience
|
| | | | 180 | | | | | | 38.30% | | |
Product / Marketing
|
| | | | 61 | | | | | | 12.98% | | |
Financial / Legal
|
| | | | 68 | | | | | | 14.47% | | |
Human Resources
|
| | | | 17 | | | | | | 3.62% | | |
Total | | | | | 470 | | | | | | 100.0% | | |
Name
|
| |
Age
|
| |
Position
|
|
Jorge Steffens
|
| | 55 | | | Chairman | |
Cassio Bobsin
|
| | 40 | | | Board member | |
Carlos Henrique Testolini
|
| | 58 | | | Board member | |
Eduardo Aspesi†
|
| | 61 | | | Board member | |
Ana Dolores Moura Carneiro de Novaes†*
|
| | 59 | | | Director Nominee | |
Fernando Jorge Wosniak Steler**
|
| | 43 | | | Director Nominee | |
Name
|
| |
Age
|
| |
Position
|
|
Cassio Bobsin
|
| | 40 | | | Chief Executive Officer | |
Renato Friedrich
|
| | 63 | | | Chief Financial Officer | |
Lilian Lima
|
| | 52 | | | Chief Technology Officer | |
Murilo Costa
|
| | 41 | | | Chief Sales Officer | |
Gabriela Ferreira Vargas
|
| | 34 | | | Chief Operating Officer | |
Raphael Godoy
|
| | 38 | | | Chief Marketing Officer | |
Rogério da Costa Perez
|
| | 43 | | | Chief Experience Officer | |
| | |
Common Shares Beneficially Owned
Prior to Offering |
| |
Total
Voting Power Before Offering(1) |
| |
Common Shares Beneficially
Owned After Offering without Exercise of Underwriters’ Option |
| |
Total
Voting Power After Offering without Exercise of Underwriters’ Option(1) |
| |
Common Shares Beneficially
Owned After Offering with Full Exercise of Underwriters’ Option |
| |
Total
Voting Power After Offering with Full Exercise of Underwriters’ Option(1) |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| |
Class A
|
| |
Class B
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
%
|
| |||||||||||||||||||||||||||||||||||||||||||||
Pre-IPO Shareholders
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cassio Bobsin(2)
|
| | | | — | | | | | | — | | | | | | 9,578,220 | | | | | | 40.40 | | | | | | 40.37 | | | | | | — | | | | | | — | | | | | | 9,578,220 | | | | | | 40.40 | | | | | | 38.28 | | | | | | — | | | | | | — | | | | | | 9,578,220 | | | | | | 40.40 | | | | | | 37.99 | | |
Oria Zenvia Co-investment Holdings, LP(3)
|
| | | | — | | | | | | — | | | | | | 3,178,880 | | | | | | 13.41 | | | | | | 13.40 | | | | | | — | | | | | | — | | | | | | 3,178,880 | | | | | | 13.41 | | | | | | 12.71 | | | | | | — | | | | | | — | | | | | | 3,178,880 | | | | | | 13.41 | | | | | | 12.61 | | |
Oria Zenvia Co-investment Holdings II, LP(3)
|
| | | | — | | | | | | — | | | | | | 3,941,050 | | | | | | 16.62 | | | | | | 16.61 | | | | | | — | | | | | | — | | | | | | 3,941,050 | | | | | | 16.62 | | | | | | 15.75 | | | | | | — | | | | | | — | | | | | | 3,941,050 | | | | | | 16.62 | | | | | | 15.63 | | |
Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia(3)
|
| | | | — | | | | | | — | | | | | | 4,372,480 | | | | | | 18.44 | | | | | | 18.43 | | | | | | — | | | | | | — | | | | | | 4,372,480 | | | | | | 18.44 | | | | | | 17.48 | | | | | | — | | | | | | — | | | | | | 4,372,480 | | | | | | 18.44 | | | | | | 17.34 | | |
Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia(3)
|
| | | | — | | | | | | — | | | | | | 2,637,670 | | | | | | 11.13 | | | | | | 11.12 | | | | | | — | | | | | | — | | | | | | 2,637,670 | | | | | | 11.13 | | | | | | 10.54 | | | | | | — | | | | | | — | | | | | | 2,637,670 | | | | | | 11.13 | | | | | | 10.46 | | |
Directors and Executive Officers(4)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | |
|
—
|
| | | |
|
—
|
| | | |
|
23,708,300
|
| | | |
|
100%
|
| | | |
|
99.93%
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
23,708,300
|
| | | |
|
100%
|
| | | |
|
94.76%
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
23,708,300
|
| | | |
|
100%
|
| | | |
|
94.13%
|
| |
Underwriter
|
| |
Number of
Class A Common Shares |
|
Goldman Sachs & Co. LLC
|
| | | |
Morgan Stanley & Co. LLC
|
| | | |
Banco Bradesco BBI S.A.
|
| | | |
Itau BBA USA Securities, Inc.
|
| | | |
UBS Securities LLC
|
| | | |
XP Investments US, LLC
|
| | | |
Total | | | | |
| | |
Total
|
| ||||||
| | |
Per Class A
common share |
| |
No Exercise
|
| |
Full Exercise
|
|
| | |
(US$)
|
| ||||||
Initial public offering price
|
| | | | | | | | | |
Underwriting discounts and commissions to be paid by us
|
| | | | | | | | | |
Proceeds, before expenses, to us
|
| | | | | | | | | |
| | |
Amount (US$)
|
| |||
Expenses: | | | | | | | |
SEC registration fee
|
| | | | 28,344 | | |
Nasdaq listing fee
|
| | | | 113,600 | | |
FINRA filing fee
|
| | | | 39,500 | | |
Printing and engraving expenses
|
| | | | 150,000 | | |
Legal fees and expenses
|
| | | | 1,758,668 | | |
Accounting fees and expenses
|
| | | | 712,638 | | |
Miscellaneous costs
|
| | | | 7,000 | | |
Total
|
| | |
|
2,809,750
|
| |
|
Audited Consolidated Financial Statements of Zenvia Mobile Serviços Digitais S.A as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019 and 2018
|
| | | | | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
|
Audited Consolidated Financial Statements of Rodati Motors Corporation as of July 23, 2020 and December 31, 2019 and for the period from January 1, 2020 to July 23, 2020 and for the year ended December 31, 2019
|
| | | | | | |
| | | | | F-46 | | | |
| | | | | F-47 | | | |
| | | | | F-48 | | | |
| | | | | F-49 | | | |
| | | | | F-50 | | | |
| | | | | F-51 | | | |
|
Audited Consolidated Financial Statements of One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A. as of December 31, 2020 and 2019 and for each of the two years in the period ended December 31, 2020
|
| | | | | | |
| | | | | F-72 | | | |
| | | | | F-74 | | | |
| | | | | F-75 | | | |
| | | | | F-77 | | | |
| | | | | F-78 | | | |
| | | | | F-79 | | | |
|
Audited Financial Statements of Smarkio Tecnologia Ltda. as of November 30, 2020 and December 31, 2019 and for the period of eleven months ended November 30, 2020 and for the year ended December 31, 2019
|
| | | | | | |
| | | | | F-113 | | | |
| | | | | F-114 | | | |
| | | | | F-115 | | | |
| | | | | F-117 | | | |
| | | | | F-118 | | | |
| | | | | F-119 | | |
| | |
Note
|
| |
2020
|
| |
2019
|
| | | | | |||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Current assets | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Cash and cash equivalents
|
| | | | 6 | | | | | | 59,979 | | | | | | 12,342 | | | | | | | ||||||||
Trade and other receivables
|
| | | | 7 | | | | | | 86,009 | | | | | | 62,136 | | | | | | | ||||||||
Tax assets
|
| | | | 8 | | | | | | 4,897 | | | | | | 2,703 | | | | | | | ||||||||
Prepayments
|
| | | | | | | | | | 2,516 | | | | | | 1,158 | | | | | | | ||||||||
Other assets
|
| | | | | | | | | | 1,285 | | | | | | 750 | | | | | | | ||||||||
| | | | | | | | | | | 154,686 | | | | | | 79,089 | | | | | | | ||||||||
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Tax assets
|
| | | | 8 | | | | | | 40 | | | | | | — | | | | | | | | | | | | | | |
Prepayments
|
| | | | | | | | | | 1,931 | | | | | | — | | | | | | | ||||||||
Interest earning bank deposits
|
| | | | 6 | | | | | | 2,227 | | | | | | 3,292 | | | | | | | ||||||||
Property, plant and equipment
|
| | | | 9 | | | | | | 12,495 | | | | | | 17,496 | | | | | | | ||||||||
Intangible assets and goodwill
|
| | | | 10 | | | | | | 281,475 | | | | | | 149,106 | | | | | | | ||||||||
| | | | | | | | | | | 298,168 | | | | | | 169,894 | | | | | | | ||||||||
Total assets
|
| | | | | | | | | | 452,854 | | | | | | 248,983 | | | | | | | ||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | ||||||||
Loans and borrowings
|
| | | | 11 | | | | | | 56,197 | | | | | | 17,696 | | | | | | | ||||||||
Trade and other payables
|
| | | | 13 | | | | | | 100,036 | | | | | | 42,454 | | | | | | | ||||||||
Liabilities from aquisitions
|
| | | | 17 | | | | | | 53,520 | | | | | | — | | | | | | | ||||||||
Current tax liabilities
|
| | | | 14 | | | | | | 8,898 | | | | | | 5,185 | | | | | | | ||||||||
Employee benefits
|
| | | | 15 | | | | | | 6,678 | | | | | | 6,755 | | | | | | | ||||||||
Lease liabilities
|
| | | | 12 | | | | | | 1,109 | | | | | | 2,687 | | | | | | | ||||||||
Dividends payable
|
| | | | | | | | | | — | | | | | | — | | | | | | | ||||||||
Installment payment of taxes
|
| | | | | | | | | | — | | | | | | — | | | | | | | ||||||||
Non-current liabilities | | | | | | | | | | | 226,438 | | | | | | 74,777 | | | | | | | ||||||||
Liabilities from aquisitions
|
| | | | 17 | | | | | | 40,228 | | | | | | 5,230 | | | | | | | ||||||||
Trade and other payables
|
| | | | 13 | | | | | | 201 | | | | | | — | | | | | | | ||||||||
Loans and borrowings
|
| | | | 11 | | | | | | 42,778 | | | | | | 45,650 | | | | | | | ||||||||
Employee benefits
|
| | | | 15 | | | | | | 1,151 | | | | | | 1,127 | | | | | | | ||||||||
Lease liabilities
|
| | | | 12 | | | | | | 1,649 | | | | | | 4,604 | | | | | | | ||||||||
Provisions for labor, tax and civil risks
|
| | | | 16 | | | | | | 2,267 | | | | | | 1,489 | | | | | | | ||||||||
Deferred tax liabilities
|
| | | | 23 | | | | | | 22,794 | | | | | | 16,769 | | | | | | | ||||||||
| | | | | | | | | | | 111,068 | | | | | | 74,869 | | | | | | | ||||||||
Shareholders’ equity
|
| | | | | | | | | | | | | | | | | | | | | | | ||||||||
Capital
|
| | | | 18 | | | | | | 130,292 | | | | | | 93,883 | | | | | | | ||||||||
Reserves
|
| | | | 18 | | | | | | 5,454 | | | | | | 5,454 | | | | | | | ||||||||
Translation reserve
|
| | | | | | | | | | 1,033 | | | | | | — | | | | | | | ||||||||
Accumulated Losses
|
| | | | 18 | | | | | | (21,431) | | | | | | — | | | | | | | ||||||||
Total equity
|
| | | | | | | | | | 115,348 | | | | | | 99,337 | | | | | | | ||||||||
Total equity and liabilities
|
| | | | | | | | | | 452,854 | | | | | | 248,983 | | | | | | |
| | |
Note
|
| |
2020
|
| |
2019
|
| |
2018
|
| ||||||||||||
Revenue
|
| | | | 19 | | | | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | |
Cost of services
|
| | | | 20 | | | | | | (325,870) | | | | | | (260,786) | | | | | | (186,084) | | |
Gross profit
|
| | | | | | | | | | 103,831 | | | | | | 93,249 | | | | | | 90,296 | | |
Sales and marketing expenses
|
| | | | 20 | | | | | | (33,589) | | | | | | (26,018) | | | | | | (18,241) | | |
General and administrative expenses
|
| | | | 20 | | | | | | (71,667) | | | | | | (40,868) | | | | | | (35,683) | | |
Research and development expenses
|
| | | | 20 | | | | | | (15,637) | | | | | | (9,832) | | | | | | (3,931) | | |
Allowance for credit losses
|
| | | | 20 | | | | | | (4,205) | | | | | | (3,733) | | | | | | (2,287) | | |
Gain on bargain purchase
|
| | | | 1.b | | | | | | — | | | | | | 2,479 | | | | | | — | | |
Other income and expenses, net
|
| | | | 22 | | | | | | (840) | | | | | | 4,473 | | | | | | 96 | | |
Operating profit (loss)
|
| | | | | | | | | | (22,107) | | | | | | 19,750 | | | | | | 30,250 | | |
Finance costs
|
| | | | 21 | | | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | |
Finance income
|
| | | | 21 | | | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | |
Net finance costs
|
| | | | | | | | | | (7,363) | | | | | | (2,572) | | | | | | (3,906) | | |
Profit (loss) before taxes
|
| | | | | | | | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | |
Deferred income tax and social contribution
|
| | | | 23 | | | | | | 8,480 | | | | | | (3,186) | | | | | | (3,457) | | |
Current income tax and social contribution
|
| | | | 23 | | | | | | (441) | | | | | | (148) | | | | | | (3,022) | | |
Profit (loss) of the year
|
| | | | | | | | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Cumulative translation adjustments from operations in foreign currency
|
| | | | | | | | | | 1,033 | | | | | | — | | | | | | — | | |
Total comprehensive income (loss) for the year
|
| | | | | | | | | | (20,398) | | | | | | 13,844 | | | | | | 19,865 | | |
Net earnings per share (expressed in Reais per share)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Basic
|
| | | | 24 | | | | | | (4.657) | | | | | | 3.131 | | | | | | 4.493 | | |
Diluted
|
| | | | 24 | | | | | | (4.657) | | | | | | 3.131 | | | | | | 4.493 | | |
| | | | | | | | | | | | | | |
Profit reserves
|
| | | | | | | | | | | | | | | | | | | |||||||||
| | |
Note
|
| |
Capital
|
| |
Legal
reserve |
| |
Investments
reserve |
| |
Retained
earnings (loss) |
| |
Translation
reserve |
| |
Total
shareholders’ equity |
| |||||||||||||||||||||
Balance at January 1, 2018
|
| | | | | | | | | | 93,883 | | | | | | 2,169 | | | | | | 37,295 | | | | | | — | | | | | | — | | | | | | 133,347 | | |
Profit for the year
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,865 | | | | | | — | | | | | | 19,865 | | |
Deductions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Legal reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | 993 | | | | | | — | | | | | | (993) | | | | | | — | | | | | | — | | |
Dividends
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | — | | | | | | (4,718) | | | | | | — | | | | | | (4,718) | | |
Investments reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | 14,154 | | | | | | (14,154) | | | | | | — | | | | | | — | | |
Balance at December 31, 2019
|
| | | | | | | | | | 93,883 | | | | | | 3,162 | | | | | | 51,449 | | | | | | — | | | | | | — | | | | | | 148,494 | | |
Profit for the year
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | 13,844 | | | | | | — | | | | | | 13,844 | | |
Deductions | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Legal reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | 692 | | | | | | — | | | | | | (692) | | | | | | — | | | | | | — | | |
Dividends
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | (51,449) | | | | | | — | | | | | | — | | | | | | (51,449) | | |
Minimum mandatory dividends
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | — | | | | | | (3,288) | | | | | | — | | | | | | (3,288) | | |
Additional dividends paid
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | — | | | | | | (8,264) | | | | | | — | | | | | | (8,264) | | |
Investments reserve
|
| | |
|
18.c
|
| | | | | — | | | | | | — | | | | | | 1,600 | | | | | | (1,600) | | | | | | — | | | | | | — | | |
Balance at December 31, 2019
|
| | | | | | | | | | 93,883 | | | | | | 3,854 | | | | | | 1,600 | | | | | | — | | | | | | — | | | | | | 99,337 | | |
Loss of the year
|
| | |
|
18.c
|
| | | | | | | | | | | | | | | | | | | | | | | (21,431) | | | | | | | | | | | | (21,431) | | |
Capital increase
|
| | |
|
18.a
|
| | | | | 36,409 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36,409 | | |
Cumulative translation adjustments from operations in foreign currency
|
| | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,033 | | | | | | 1,033 | | |
Balance at December 31, 2020
|
| | | | | | | | | | 130,292 | | | | | | 3,854 | | | | | | 1,600 | | | | | | (21,431) | | | | | | 1,033 | | | | | | 115,348 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cash flow from operating activities | | | | | | | | | | | | | | | | | | | |
Profit (loss) of the year
|
| | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Adjustments for: | | | | | | | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 27,287 | | | | | | 18,796 | | | | | | 14,513 | | |
Gain on bargain purchase
|
| | | | — | | | | | | (2,479) | | | | | | — | | |
Additions to allowance for credit losses
|
| | | | 4,205 | | | | | | 3,733 | | | | | | 2,698 | | |
Provisions for labor, tax and civil risks
|
| | | | 7,622 | | | | | | 6,677 | | | | | | 5,418 | | |
Provision for bonus and profit sharing
|
| | | | 650 | | | | | | 4,641 | | | | | | 3,032 | | |
Provision for compensation
|
| | | | 16,715 | | | | | | 5,230 | | | | | | — | | |
Interest from loans and borrowings
|
| | | | 4,826 | | | | | | 3,889 | | | | | | 5,922 | | |
Interest on leases
|
| | | | 725 | | | | | | 798 | | | | | | — | | |
Exchange gains on loans and borrowings
|
| | | | (65) | | | | | | — | | | | | | — | | |
Loss on write-off of intangible assets
|
| | | | 50 | | | | | | 170 | | | | | | — | | |
Loss on write-off of property, plant and equipment
|
| | | | 3,937 | | | | | | 55 | | | | | | 2 | | |
Tax (income) expenses
|
| | | | (8,039) | | | | | | 3,334 | | | | | | 6,479 | | |
Effect on hyperinflation
|
| | | | 180 | | | | | | — | | | | | | — | | |
Changes in assets and liabilities | | | | | | | | | | | | | | | | | | | |
Trade and other receivables
|
| | | | (26,308) | | | | | | (14,536) | | | | | | (4,824) | | |
Prepayments
|
| | | | (3,289) | | | | | | (1,087) | | | | | | 4,783 | | |
Other assets
|
| | | | (2,537) | | | | | | 274 | | | | | | 1,042 | | |
Suppliers
|
| | | | 52,109 | | | | | | (987) | | | | | | (8,618) | | |
Trade and other payables and other liabilities
|
| | | | (3,526) | | | | | | (8,598) | | | | | | (3,743) | | |
Cash generated from operating activities
|
| | | | 53,111 | | | | | | 33,754 | | | | | | 46,569 | | |
Interest paid on loans and leases
|
| | | | (5,232) | | | | | | (4,691) | | | | | | (4,654) | | |
Income taxes paid
|
| | | | (1,736) | | | | | | (2,612) | | | | | | (2,362) | | |
Net cash flow from operating activities
|
| | | | 46,143 | | | | | | 26,451 | | | | | | 39,553 | | |
Cash flow from investing activities | | | | | | | | | | | | | | | | | | | |
Acquisition of subsidiary, net of cash acquired
|
| | | | (45,344) | | | | | | (1,862) | | | | | | — | | |
Acquisition of property, plant and equipment
|
| | | | (4,747) | | | | | | (5,108) | | | | | | (2,805) | | |
Investment in interest earning bank deposits
|
| | | | 1,065 | | | | | | 1,422 | | | | | | (3,214) | | |
Acquisition of Intangible assets
|
| | | | (12,565) | | | | | | (4,379) | | | | | | (4,902) | | |
Net cash used in investment activities
|
| | | | (61,591) | | | | | | (9,927) | | | | | | (10,921) | | |
Cash flow from financing activities | | | | | | | | | | | | | | | | | | | |
Proceeds from loans and borrowings
|
| | | | 62,000 | | | | | | 25,000 | | | | | | 24,259 | | |
Repayment of borrowings
|
| | | | (33,212) | | | | | | (9,879) | | | | | | (28,565) | | |
Payment of lease liabilities
|
| | | | (3,145) | | | | | | (2,260) | | | | | | — | | |
Dividends paid
|
| | | | — | | | | | | (67,719) | | | | | | (2,310) | | |
Capital increase
|
| | | | 36,409 | | | | | | — | | | | | | — | | |
Net cash from (used in) financing activities
|
| | | | 62,052 | | | | | | (54,858) | | | | | | (6,616) | | |
Exchange rate change on cash and cash equivalents
|
| | | | 1,033 | | | | | | — | | | | | | — | | |
Net (decrease) increase in cash and cash equivalents
|
| | | | 47,637 | | | | | | (38,334) | | | | | | 22,016 | | |
Cash and cash equivalents at January 1
|
| | | | 12,342 | | | | | | 50,676 | | | | | | 28,660 | | |
Cash and cash equivalents at December 31
|
| | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | |
| | |
Rodati Motors
Corporation 2020 |
| |||
Consideration transferred
|
| | | | 127,796 | | |
Other net assets, including PPE and cash
|
| | | | 1,519 | | |
Intangible assets – Client portfolio(a)
|
| | | | 1,975 | | |
Intangible assets – Digital platform(b)
|
| | | | 54,521 | | |
Deferred tax liabilities, net
|
| | | | (14,835) | | |
Total net assets acquired at fair value
|
| | | | 43,180 | | |
Goodwill | | | | | 84,616 | | |
Assets acquired
|
| |
Valuation technique
|
|
Intangible assets – Allocation of the customer portfolio and platform | | | Income approach: The MPEEM method (Multi-Period Excess Earnings Method) assumes that the fair value of an intangible asset is equal to the present value of the cash flow attributable to that asset, subtracting the contribution from other assets, tangible or intangible. | |
| | |
Total Voice
2019 |
| |||
Consideration transferred
|
| | | | 2,015 | | |
Fair value of other net assets, including PP&E and cash and equivalents
|
| | | | 57 | | |
Client portfolio(a)
|
| | | | 518 | | |
Intangible — Digital platform(b)
|
| | | | 3,919 | | |
Gain on bargain purchase
|
| | | | 2,479 | | |
Tax on gain on bargain purchase
|
| | |
|
(843)
|
| |
Net gain on bargain purchase
|
| | | | 1,636 | | |
Assets acquired
|
| |
Valuation technique
|
|
Intangible assets – Allocation of the customer portfolio and platform | | | Income approach: The MPEEM method (Multi-Period Excess Earnings Method) assumes that the fair value of an intangible asset is equal to the present value of the cash flow attributable to that asset, subtracting the contribution from other assets, tangible or intangible. | |
| | | | | | | | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||||||||||||||
| | |
Country
|
| |
Direct
|
| |
Indirect
|
| |
Direct
|
| |
Indirect
|
| |||||||||||||||
Subsidiaries
|
| | | | | | | |
%
|
| | | | | | | |
%
|
| | | | | | | ||||||
MKMB Soluções Tecnológicas Ltda.
|
| | | | Brazil | | | | | | 100 | | | | | | — | | | | | | 99.99 | | | | | | 0.01 | | |
Total Voice Telecom S.A.
|
| | | | Brazil | | | | | | 100 | | | | | | — | | | | | | 100 | | | | | | — | | |
Rodati Motors Corporation
|
| | | | USA | | | | | | 100 | | | | | | — | | | | | | — | | | | | | — | | |
Indirect subsidiaries | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Rodati Services S.A.
|
| | | | Argentina | | | | | | — | | | | | | 100 | | | | | | — | | | | | | — | | |
Rodati Servicios, S.A. de CV
|
| | | | Mexico | | | | | | — | | | | | | 100 | | | | | | — | | | | | | — | | |
Rodati Motors Central de Informações de Veículos Automotores Ltda.
|
| | | | Brazil | | | | | | — | | | | | | 100 | | | | | | — | | | | | | — | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Primary geographical markets | | | | | | | | | | | | | | | | | | | |
Brazil
|
| | | | 357,717 | | | | | | 311,699 | | | | | | 265,857 | | |
EUA
|
| | | | 26,828 | | | | | | 20,143 | | | | | | 2,738 | | |
South Africa
|
| | | | 4,454 | | | | | | 8,070 | | | | | | 5,058 | | |
Argentina
|
| | | | 2,829 | | | | | | — | | | | | | — | | |
Ireland
|
| | | | 29 | | | | | | 4,350 | | | | | | 2,642 | | |
Netherland
|
| | | | 2,269 | | | | | | 5,117 | | | | | | — | | |
Mexico
|
| | | | 5,489 | | | | | | — | | | | | | — | | |
Switzerland
|
| | | | 18,024 | | | | | | — | | | | | | — | | |
Others
|
| | | | 12,062 | | | | | | 4,656 | | | | | | 85 | | |
Total
|
| | | | 429,701 | | | | | | 354,035 | | | | | | 276,380 | | |
Type of service
|
| |
Nature and timing of satisfaction of performance obligations, including significant payment terms
|
| |
Revenue recognition policies
|
|
Communication Platform
|
| | The Company revenue is mainly derived from fees based on the usage-based services available on its communication platform. The use of these services is measured by the individual volume and revenues based on these volumes are recognized in the period of use. The Company also has revenue from subscription-based fees that are derived from certain “take or pay” contracts or with unlimited use of the platform functionalities. Revenue from subscription-based contracts is recognized by month. The Company provides services to customers under pay-as-you-go contracts and term-based contracts for a fixed or indefinite period. Small customers and customers who pay by credit card are billed in advance while large customers are monthly billed under the postpaid model. Collections are performed up to an average of thirty days after billings. Customers who pay on the prepaid model, draw down their balances as they use our products. | | | Revenue is recognized upon the transfer of control of services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts that have been invoiced are recorded in accounts receivable and in revenue or customer advances depending on whether the revenue recognition criteria have been met. Company’s arrangements with customers do not provide for rights of return and the contracts do not provide customers with the right to take possession of the software supporting the applications. | |
Carrier billing
|
| | Carrier Billing is a business model in which there is a provider that makes its content available through the connections that the Company has with carriers (telephone companies), which provide the service to the final consumer. The provider has the responsibility for the content as well as establishing the price. The company acts as an agent in the process, receiving the amounts collected by the carriers and passing on to the providers their respective amounts. Therefore, net revenue is recorded by the fee charged to content providers for the service. | | | The carrying billing business is characterized as an operation in which Company has contracts with mobile phone operations in Brazil and providers of informational content through digital platforms, in which final customers of the mobile phone companies can subscribe the content from providers and receive information in a regular basis in their cell phones. In this operation, Company performs the billings against mobile phone operators and transfers to the content providers, receiving a fee to perform such service. Revenue is recognized when content providers deliver the services to final customers. Zenvia recognizes revenue at the amount of the net fees to be received in these operations. | |
|
Financial assets at FVTPL
|
| | These assets are subsequently measured at fair value. Net income, plus interest or dividend income, is recognized in profit or loss. | |
|
Financial assets at amortized cost
|
| | These assets are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is reduced for impairment losses. Interest income, foreign exchange gains and impairment losses are recognized in the income statement. Any gain or loss on derecognition is recognized in profit or loss. | |
| | |
Financial
Statements disclosed on 12/31/2018 |
| |
Impact
of the adoption of IFRS 16 |
| |
Financial
statements - 01/01/2019 |
| |
Financial
statements on 12/31/2019 |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets
|
| | | | 104,281 | | | | | | — | | | | | | 104,281 | | | | | | 79,089 | | |
Non-current assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | 9,198 | | | | | | 8,306 | | | | | | 17,504 | | | | | | 17,496 | | |
Other non-current assets
|
| | | | 158,885 | | | | | | — | | | | | | 158,885 | | | | | | 152,398 | | |
| | | | | 168,083 | | | | | | 8,306 | | | | | | 176,389 | | | | | | 169,894 | | |
Total assets
|
| | | | 272,364 | | | | | | 8,306 | | | | | | 280,670 | | | | | | 248,983 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | — | | | | | | 3,273 | | | | | | 3,273 | | | | | | 2,687 | | |
Other current liabilities
|
| | | | 73,717 | | | | | | — | | | | | | 73,717 | | | | | | 72,090 | | |
| | | | | 73,717 | | | | | | 3,273 | | | | | | 76,990 | | | | | | 74,777 | | |
Non-current | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | — | | | | | | 5,033 | | | | | | 5,033 | | | | | | 4,604 | | |
Other non-current liabilities
|
| | | | 50,153 | | | | | | — | | | | | | 50,153 | | | | | | 70,265 | | |
| | | | | 50,153 | | | | | | 5,033 | | | | | | 55,186 | | | | | | 74,869 | | |
Shareholders’ equity
|
| | | | 148,494 | | | | | | — | | | | | | 148,494 | | | | | | 99,337 | | |
Total equity and liabilities
|
| | | | 272,364 | | | | | | 8,306 | | | | | | 280,670 | | | | | | 248,983 | | |
In thousands of reais
|
| |
01/01/2019
|
| |||
Right-of-use assets — property, plant and equipment
|
| | | | 8,306 | | |
Lease liabilities
|
| | | | 8,306 | | |
| | |
01/01/2019
|
| |||
Operating lease commitments at December 31, 2018 as disclosed under IAS 17 in the Company’s consolidated financial statements
|
| | | | 10,957 | | |
Discounted using the incremental borrowing rate at January 1, 2019
|
| | | | 8,306 | | |
Finance lease liabilities recognized as at December 31, 2018 (note 11)
|
| | | | 1,708 | | |
Lease liabilities recognized at January 1, 2019
|
| | | | 10,014 | | |
| | |
2020
|
| |
2019
|
| ||||||
Cash and banks
|
| | | | 13,099 | | | | | | 11,834 | | |
Short-term investments maturing in up to 90 days(a)
|
| | | | 46,880 | | | | | | 508 | | |
Short-term investments maturing in over 90 days(b)
|
| | | | 2,227 | | | | | | 3,292 | | |
| | | | | 62,206 | | | | | | 15,634 | | |
Cash and cash equivalents
|
| | | | 59,979 | | | | | | 12,342 | | |
Interest earnings bank deposits
|
| | | | 2,227 | | | | | | 3,292 | | |
| | |
2020
|
| |
2019
|
| ||||||
Domestic
|
| | | | 81,031 | | | | | | 58,910 | | |
Abroad
|
| | | | 11,065 | | | | | | 8,314 | | |
| | | | | 92,096 | | | | | | 67,224 | | |
Allowance for expected credit losses
|
| | | | (6,087) | | | | | | (5,088) | | |
| | | | | 86,009 | | | | | | 62,136 | | |
|
Balance at January 1, 2019
|
| | | | (5,014) | | |
|
Additions
|
| | | | (6,940) | | |
|
Reversal
|
| | | | 3,207 | | |
|
Write-offs
|
| | | | 3,659 | | |
|
Balance at December 31, 2019
|
| | | | (5,088) | | |
|
Additions
|
| | | | (8,756) | | |
|
Reversal
|
| | | | 4,551 | | |
|
Write-offs
|
| | | | 3,206 | | |
|
Balance at December 31, 2020
|
| | | | (6,087) | | |
| | |
2020
|
| |
2019
|
| ||||||
Unbilled services(a)
|
| | | | 44,324 | | | | | | 31,898 | | |
falling due
|
| | | | 31,087 | | | | | | 18,996 | | |
Overdue (days): | | | | | | | | | | | | | |
1-30
|
| | | | 7,774 | | | | | | 7,442 | | |
31-60
|
| | | | 1,043 | | | | | | 3,772 | | |
61-90
|
| | | | 853 | | | | | | 2,010 | | |
91-120
|
| | | | 757 | | | | | | 285 | | |
121-150
|
| | | | 735 | | | | | | 1,059 | | |
>150
|
| | | | 5,523 | | | | | | 1,762 | | |
| | | | | 92,096 | | | | | | 67,224 | | |
| | |
2020
|
| |
2019
|
| ||||||
Corporate income tax (IRPJ)(a)
|
| | | | 3,570 | | | | | | 2,039 | | |
Social contribution (CSLL)(a)
|
| | | | 1,042 | | | | | | 528 | | |
Services tax (ISSQN)
|
| | | | 1 | | | | | | 1 | | |
Federal VAT (PIS/COFINS)
|
| | | | 70 | | | | | | 71 | | |
Others
|
| | | | 254 | | | | | | 64 | | |
| | | | | 4,937 | | | | | | 2,703 | | |
| | |
Average annual
depreciation rates (%) |
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net balance
in 2020 |
| |||||||||
Furniture and fixtures
|
| |
10
|
| | | | 1,374 | | | | | | (604) | | | | | | 770 | | |
Leasehold improvements
|
| |
10
|
| | | | 1,674 | | | | | | (847) | | | | | | 829 | | |
Data processing equipment
|
| |
20
|
| | | | 14,277 | | | | | | (6,229) | | | | | | 8,047 | | |
Right of use – leases(a)
|
| |
20 to 30
|
| | | | 4,967 | | | | | | (2,347) | | | | | | 2,620 | | |
Machinery and equipment
|
| |
10
|
| | | | 515 | | | | | | (411) | | | | | | 104 | | |
Other fixed assets
|
| |
10 to 20
|
| | | | 309 | | | | | | (183) | | | | | | 125 | | |
| | | | | | | | 23,116 | | | | | | (10,621) | | | | | | 12,495 | | |
| | |
Average annual
depreciation rates (%) |
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net balance
in 2019 |
| |||||||||
Furniture and fixtures
|
| |
10
|
| | | | 1,351 | | | | | | (470) | | | | | | 881 | | |
Leasehold improvements
|
| |
10
|
| | | | 4,171 | | | | | | (1,220) | | | | | | 2,951 | | |
Data processing equipment
|
| |
20
|
| | | | 12,779 | | | | | | (6,395) | | | | | | 6,384 | | |
Right of use – leases(a)
|
| |
20 to 30
|
| | | | 9,410 | | | | | | (2,449) | | | | | | 6,961 | | |
Machinery and equipment
|
| |
10
|
| | | | 517 | | | | | | (335) | | | | | | 182 | | |
Other fixed assets
|
| |
10 to 20
|
| | | | 298 | | | | | | (161) | | | | | | 137 | | |
| | | | | | | | 28,526 | | | | | | (11,030) | | | | | | 17,496 | | |
| | |
Average
annual depreciation rates % |
| |
2019
|
| |
Additions
|
| |
Additions
due to acquisitions |
| |
Disposals
|
| |
Hyperinflation
adjustment |
| |
Exchange
variations |
| |
2020
|
| |||||||||||||||||||||
Furniture and fixtures
|
| | | | | | | 1,351 | | | | | | 6 | | | | | | 24 | | | | | | (7) | | | | | | 5 | | | | | | (5) | | | | | | 1,374 | | |
Leasehold improvements(a)
|
| | | | | | | 4,171 | | | | | | — | | | | | | 36 | | | | | | (2,534) | | | | | | 8 | | | | | | (7) | | | | | | 1,674 | | |
Data processing equipment
|
| | | | | | | 12,779 | | | | | | 3,919 | | | | | | 158 | | | | | | (2,589) | | | | | | 13 | | | | | | (3) | | | | | | 14,277 | | |
Right of use – leases
|
| | | | | | | 9,410 | | | | | | 811 | | | | | | — | | | | | | (5,254) | | | | | | — | | | | | | — | | | | | | 4,967 | | |
Machinery and equipment
|
| | | | | | | 517 | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | — | | | | | | 515 | | |
Other fixed assets
|
| | | | | | | 298 | | | | | | 11 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 309 | | |
Cost | | | | | | | | 28,526 | | | | | | 4,747 | | | | | | 218 | | | | | | (10,386) | | | | | | 26 | | | | | | (15) | | | | | | 23,116 | | |
Furniture and fixtures
|
| |
10
|
| | | | (470) | | | | | | (145) | | | | | | — | | | | | | 12 | | | | | | (3) | | | | | | 2 | | | | | | (604) | | |
Leasehold improvements
|
| |
10
|
| | | | (1,220) | | | | | | (397) | | | | | | — | | | | | | 773 | | | | | | (5) | | | | | | 2 | | | | | | (847) | | |
Data processing equipment
|
| |
20
|
| | | | (6,395) | | | | | | (2,412) | | | | | | — | | | | | | 2,585 | | | | | | (19) | | | | | | 12 | | | | | | (6,229) | | |
Right of use – leases(a)
|
| |
20 to 30
|
| | | | (2,449) | | | | | | (2,969) | | | | | | — | | | | | | 3,071 | | | | | | — | | | | | | — | | | | | | (2,347) | | |
Machinery and equipment
|
| |
10
|
| | | | (335) | | | | | | (82) | | | | | | — | | | | | | 6 | | | | | | — | | | | | | — | | | | | | (411) | | |
Other fixed assets
|
| |
10 to 20
|
| | | | (161) | | | | | | (24) | | | | | | — | | | | | | 2 | | | | | | — | | | | | | — | | | | | | (183) | | |
(-) Accumulated depreciation
|
| | | | | | | (11,030) | | | | | | (6,029) | | | | | | — | | | | | | 6,449 | | | | | | (27) | | | | | | 16 | | | | | | (10,621) | | |
Total | | | | | | | | 17,496 | | | | | | (1,282) | | | | | | 218 | | | | | | (3,937) | | | | | | (1) | | | | | | 1 | | | | | | 12,495 | | |
| | |
Average
annual depreciation rates % |
| |
2018
|
| |
Additions
|
| |
IFRS 16
adoption |
| |
Additions
due to acquisitions |
| |
Disposals
|
| |
2019
|
| ||||||||||||||||||
Furniture and fixtures
|
| | | | | | | 1,339 | | | | | | 20 | | | | | | — | | | | | | 5 | | | | | | (13) | | | | | | 1,351 | | |
Leasehold improvements
|
| | | | | | | 4,084 | | | | | | 87 | | | | | | — | | | | | | — | | | | | | — | | | | | | 4,171 | | |
Data processing equipment
|
| | | | | | | 9,589 | | | | | | 3,655 | | | | | | — | | | | | | 6 | | | | | | (471) | | | | | | 12,779 | | |
Right of use – leases
|
| | | | | | | — | | | | | | 1,245 | | | | | | 8,306 | | | | | | — | | | | | | (141) | | | | | | 9,410 | | |
Machinery and equipment
|
| | | | | | | 447 | | | | | | 76 | | | | | | — | | | | | | 11 | | | | | | (17) | | | | | | 517 | | |
Other fixed assets
|
| | | | | | | 274 | | | | | | 25 | | | | | | — | | | | | | 2 | | | | | | (3) | | | | | | 298 | | |
Cost | | | | | | | | 15,733 | | | | | | 5,108 | | | | | | 8,306 | | | | | | 24 | | | | | | (645) | | | | | | 28,526 | | |
Furniture and fixtures
|
| |
10
|
| | | | (339) | | | | | | (132) | | | | | | — | | | | | | — | | | | | | 1 | | | | | | (470) | | |
Leasehold improvements
|
| |
10
|
| | | | (806) | | | | | | (414) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,220) | | |
Data processing equipment
|
| |
20
|
| | | | (4,998) | | | | | | (1,832) | | | | | | — | | | | | | — | | | | | | 435 | | | | | | (6,395) | | |
Right of use – leases
|
| |
20 to 30
|
| | | | — | | | | | | (2,590) | | | | | | — | | | | | | — | | | | | | 141 | | | | | | (2,449) | | |
Machinery and equipment
|
| |
10
|
| | | | (263) | | | | | | (85) | | | | | | — | | | | | | — | | | | | | 13 | | | | | | (335) | | |
Other fixed assets
|
| |
10 to 20
|
| | | | (129) | | | | | | (32) | | | | | | — | | | | | | — | | | | | | — | | | | | | (161) | | |
(-) Accumulated depreciation
|
| | | | | | | (6,535) | | | | | | (5,085) | | | | | | — | | | | | | — | | | | | | 590 | | | | | | (11,030) | | |
Total | | | | | | | | 9,198 | | | | | | 23 | | | | | | 8,306 | | | | | | 24 | | | | | | (55) | | | | | | 17,496 | | |
| | |
Average annual
amortization rates % |
| |
Cost
|
| |
Amortization
|
| |
Net balance
in 2020 |
| |||||||||
Intangible assets under development
|
| |
—
|
| | | | 8,433 | | | | | | — | | | | | | 8,433 | | |
Software license
|
| |
20 to 50
|
| | | | 3,584 | | | | | | (2,172) | | | | | | 1,412 | | |
Database
|
| |
10
|
| | | | 800 | | | | | | (387) | | | | | | 413 | | |
Goodwill
|
| |
—
|
| | | | 163,394 | | | | | | — | | | | | | 163,394 | | |
Customer portfolio
|
| |
10
|
| | | | 112,929 | | | | | | (67,524) | | | | | | 45,405 | | |
Platform(b) | | |
20
|
| | | | 75,065 | | | | | | (12,647) | | | | | | 62,418 | | |
| | | | | | | | 364,205 | | | | | | (82,730) | | | | | | 281,475 | | |
| | |
Average annual
amortization rates % |
| |
Cost
|
| |
Amortization
|
| |
Net balance
in 2019 |
| |||||||||
Intangible assets under development
|
| |
—
|
| | | | 1,095 | | | | | | — | | | | | | 1,095 | | |
Software license
|
| |
20 to 50
|
| | | | 2,816 | | | | | | (1,685) | | | | | | 1,131 | | |
Database
|
| |
10
|
| | | | 800 | | | | | | (307) | | | | | | 493 | | |
Goodwill
|
| |
—
|
| | | | 78,778 | | | | | | — | | | | | | 78,778 | | |
Customer portfolio
|
| |
10
|
| | | | 110,954 | | | | | | (56,330) | | | | | | 54,624 | | |
Platform
|
| |
20
|
| | | | 16,144 | | | | | | (3,159) | | | | | | 12,985 | | |
| | | | | | | | 210,587 | | | | | | (61,481) | | | | | | 149,106 | | |
| | |
Average annual
amortization rates % |
| |
2019
|
| |
Additions
|
| |
Additions
due to acquisitions |
| |
Disposals
|
| |
2020
|
| |||||||||||||||
Intangible asset in progress(a)
|
| | | | | | | 1,095 | | | | | | 7,394 | | | | | | — | | | | | | (56) | | | | | | 8,433 | | |
Software license
|
| | | | | | | 2,816 | | | | | | 771 | | | | | | — | | | | | | (3) | | | | | | 3,584 | | |
Database
|
| | | | | | | 800 | | | | | | — | | | | | | — | | | | | | — | | | | | | 800 | | |
Goodwill
|
| | | | | | | 78,778 | | | | | | — | | | | | | 84,616 | | | | | | — | | | | | | 163,394 | | |
Customer portfolio
|
| | | | | | | 110,954 | | | | | | — | | | | | | 1,975 | | | | | | — | | | | | | 112,929 | | |
Platform(b) | | | | | | | | 16,144 | | | | | | 4,400 | | | | | | 54,521 | | | | | | — | | | | | | 75,065 | | |
Cost | | | | | | | | 210,587 | | | | | | 12,565 | | | | | | 141,112 | | | | | | (59) | | | | | | 364,205 | | |
Software license
|
| |
20 – 50
|
| | | | (1,685) | | | | | | (496) | | | | | | — | | | | | | 9 | | | | | | (2,172) | | |
Database
|
| |
10
|
| | | | (307) | | | | | | (80) | | | | | | — | | | | | | — | | | | | | (387) | | |
Customer portfolio
|
| |
10
|
| | | | (56,330) | | | | | | (11,194) | | | | | | — | | | | | | — | | | | | | (67,524) | | |
Platform(b) | | |
20
|
| | | | (3,159) | | | | | | (9,488) | | | | | | — | | | | | | — | | | | | | (12,647) | | |
(-) Accumulated amortizations
|
| | | | | | | (61,481) | | | | | | (21,258) | | | | | | — | | | | | | 9 | | | | | | (82,730) | | |
Total | | | | | | | | 149,106 | | | | | | (8,693) | | | | | | 141,112 | | | | | | (50) | | | | | | 281,475 | | |
| | |
Average annual
amortization rates % |
| |
2018
|
| |
Additions
|
| |
Transfers
|
| |
Additions
due to acquisitions |
| |
Write-offs
|
| |
2019
|
| |||||||||||||||||||||
Intangible asset in progress(a)
|
| | | | | | | | | | 1,531 | | | | | | 3,671 | | | | | | (4,107) | | | | | | — | | | | | | — | | | | | | 1,095 | | |
Trademarks and patents
|
| | | | | | | | | | 133 | | | | | | — | | | | | | — | | | | | | — | | | | | | (133) | | | | | | — | | |
Software license
|
| | | | | | | | | | 2,149 | | | | | | 708 | | | | | | — | | | | | | — | | | | | | (41) | | | | | | 2,816 | | |
Database
|
| | | | | | | | | | 800 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 800 | | |
Goodwill
|
| | | | | | | | | | 78,778 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,778 | | |
Customer portfolio
|
| | | | | | | | | | 110,436 | | | | | | — | | | | | | — | | | | | | 518 | | | | | | — | | | | | | 110,954 | | |
Platform
|
| | | | | | | | | | 8,118 | | | | | | — | | | | | | 4,107 | | | | | | 3,919 | | | | | | — | | | | | | 16,144 | | |
Cost | | | | | | | | | | | 201,945 | | | | | | 4,379 | | | | | | — | | | | | | 4,437 | | | | | | (174) | | | | | | 210,587 | | |
Software license
|
| | | | 20 – 50 | | | | | | (1,249) | | | | | | (440) | | | | | | — | | | | | | — | | | | | | 4 | | | | | | (1,685) | | |
Database
|
| | | | 10 | | | | | | (227) | | | | | | (80) | | | | | | — | | | | | | — | | | | | | — | | | | | | (307) | | |
Customer portfolio
|
| | | | 10 | | | | | | (45,244) | | | | | | (11,086) | | | | | | — | | | | | | — | | | | | | — | | | | | | (56,330) | | |
Platform
|
| | | | 20 | | | | | | (1,054) | | | | | | (2,105) | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,159) | | |
(-) Accumulated amortizations
|
| | | | | | | | | | (47,774) | | | | | | (13,711) | | | | | | — | | | | | | — | | | | | | 4 | | | | | | (61,481) | | |
Total | | | | | | | | | | | 154,171 | | | | | | (9,332) | | | | | | — | | | | | | 4,437 | | | | | | (170) | | | | | | 149,106 | | |
Significant unobservable inputs
|
| |
Relationship between significant unobservable inputs and measurement of the present value of cash flows
|
|
•
Annual forecast revenue growth rate;
•
Forecast of the growth rate of variable input costs;
•
Risk-adjusted discount rate.
|
| |
The present value of cash flows could increase (decrease) if:
•
the annual growth rate of revenue was higher (lower);
•
the cost growth rate was (higher) lower;
•
the risk-adjusted discount rate was (higher) lower.
|
|
| | | | | | 2020 | | | | | | 2019 | | | | | | 2018 | | |
|
Weighted average annual revenue growth
|
| | | | 36.38% | | | | | | 16.48% | | | | | | 20.74% | | |
|
Weighted average annual growth of variable cost
|
| | | | 26.93% | | | | | | 18.74% | | | | | | 20.08% | | |
|
Weighted average cost of capital (WACC)
|
| | | | 16.40% | | | | | | 15.90% | | | | | | 19.00% | | |
|
Growth in terminal value
|
| | | | 0% | | | | | | 0% | | | | | | 0% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Weighted average annual revenue growth
|
| | | | 30.62% | | | | | | 9.40% | | | | | | 17.22% | | |
Weighted average annual growth of variable cost
|
| | | | 21.12% | | | | | | 11.52% | | | | | | 16.58% | | |
| | | | | |
2020
|
| |
2019
|
| | | | ||||||
Working capital(a)
|
| |
Interest p.a.
100% CDI + 2.40% to 5.46% and TJLP + 2.98% and 24%
|
| | | | 97,396 | | | | | | 60,985 | | | | ||
BNDES Prosoft
|
| | TJLP + 2.96% | | | | | 1,579 | | | | | | 2,338 | | | | ||
Lease
|
| | 100% CDI + 2.00% to 3.86% and 7.25% | | | | | — | | | | | | 23 | | | | ||
| | | | | | | | 98,975 | | | | | | 63,346 | | | | ||
Current
|
| | | | | | | 56,197 | | | | | | 17,696 | | | | ||
Non-current
|
| | | | | | | 42,778 | | | | | | 45,650 | | | |
| | |
2020
|
| |
2019
|
| ||||||
2020
|
| | | | | | | | | | | | |
2021
|
| | | | — | | | | | | 22,578 | | |
2022
|
| | | | 18,167 | | | | | | 14,909 | | |
2023
|
| | | | 16,918 | | | | | | 8,163 | | |
2024
|
| | | | 7,693 | | | | | | — | | |
| | | | | 42,778 | | | | | | 45,650 | | |
| | |
Loans and
financing |
| |||
Balance at January 1, 2019
|
| | | | 48,229 | | |
Changes in cash
|
| | | | 11,228 | | |
Interest paid
|
| | | | (3,893) | | |
Proceeds from loans and borrowings
|
| | | | 25,000 | | |
Repayments of borrowings
|
| | | | (9,879) | | |
Changes not affecting cash
|
| | | | 3,889 | | |
Interest and exchange-rate expenses
|
| | | | 3,889 | | |
Balance at December 31, 2019
|
| | | | 63,346 | | |
Changes in cash
|
| | | | 24,297 | | |
Interest paid
|
| | | | (4,491) | | |
Proceeds from loans and borrowings
|
| | | | 62,000 | | |
Repayments of borrowings
|
| | | | (33,212) | | |
Changes not affecting cash
|
| | | | 11,332 | | |
Interest and exchange-rate expenses
|
| | | | 4,761 | | |
Additions due to acquisitions
|
| | | | 6,571 | | |
Balance at December 31, 2020
|
| | | | 98,975 | | |
| | |
2020
|
| |
2019
|
| ||||||
Lease of properties
|
| | | | 2,525 | | | | | | 6,377 | | |
Lease of equipment
|
| | | | 233 | | | | | | 914 | | |
| | | | | 2,758 | | | | | | 7,291 | | |
Current
|
| | | | 1,109 | | | | | | 2,687 | | |
Non-current
|
| | | | 1,649 | | | | | | 4,604 | | |
Period
|
| |
2020
|
| |
2019
|
| ||||||
2020
|
| | | | — | | | | | | — | | |
2021
|
| | | | — | | | | | | 2,722 | | |
2022
|
| | | | 1,186 | | | | | | 1,807 | | |
2023
|
| | | | 463 | | | | | | 75 | | |
Present value of lease payments
|
| | |
|
1,649
|
| | | |
|
4,604
|
| |
| | |
Properties
|
| |
Equipment
|
| |
Total
|
| |||||||||
Balance on December 31, 2018
|
| | | | — | | | | | | — | | | | | | — | | |
Initial adoption
|
| | | | 7,498 | | | | | | 808 | | | | | | 8,306 | | |
Balance on January 1, 2019
|
| | | | 7,498 | | | | | | 808 | | | | | | 8,306 | | |
Remeasurements and new contracts
|
| | | | 556 | | | | | | 689 | | | | | | 1,245 | | |
Interest
|
| | | | 709 | | | | | | 89 | | | | | | 798 | | |
Lease payments
|
| | | | (2,386) | | | | | | (672) | | | | | | (3,058) | | |
Balance on December 31, 2019
|
| | | | 6,377 | | | | | | 914 | | | | | | 7,291 | | |
Remeasurements and new contracts
|
| | | | 444 | | | | | | 367 | | | | | | 811 | | |
Lease termination
|
| | | | (1,964) | | | | | | (219) | | | | | | (2,183) | | |
Interest
|
| | | | 622 | | | | | | 103 | | | | | | 725 | | |
Interest paid
|
| | | | (633) | | | | | | (108) | | | | | | (741) | | |
Lease payments
|
| | | | (2,321) | | | | | | (824) | | | | | | (3,145) | | |
Balance on December 31, 2020
|
| | | | 2,525 | | | | | | 233 | | | | | | 2,758 | | |
| | |
2020
|
| |
2019
|
| ||||||
Domestic suppliers
|
| | | | 90,948 | | | | | | 39,216 | | |
Abroad suppliers
|
| | | | 377 | | | | | | — | | |
Advances from clients
|
| | | | 2,477 | | | | | | 2,169 | | |
Other accounts payable
|
| | | | 6,435 | | | | | | 1,069 | | |
| | | | | 100,237 | | | | | | 42,454 | | |
Current
|
| | | | 100,036 | | | | | | 42,454 | | |
Non-current
|
| | | | 201 | | | | | | — | | |
| | |
2020
|
| |
2019
|
| ||||||
Social security
|
| | | | 1,308 | | | | | | 757 | | |
Severance indemnity fund (FGTS)
|
| | | | 315 | | | | | | 222 | | |
Federal VAT (PIS/COFINS)
|
| | | | 3,304 | | | | | | 2,323 | | |
Withholding income taxes
|
| | | | 1,736 | | | | | | 1,007 | | |
Service taxes (ISSQN)
|
| | | | 1,032 | | | | | | 874 | | |
Other
|
| | | | 1,203 | | | | | | 2 | | |
| | | | | 8,898 | | | | | | 5,185 | | |
| | |
2020
|
| |
2019
|
| ||||||
Salary
|
| | | | 499 | | | | | | 58 | | |
Labor provisions (13th salary and vacation)
|
| | | | 4,969 | | | | | | 3,076 | | |
Provision for bonus
|
| | | | — | | | | | | 3,445 | | |
Other obligations
|
| | | | 1,210 | | | | | | 176 | | |
Long-term benefits(a)
|
| | | | 1,151 | | | | | | 1,127 | | |
| | | | | 7,829 | | | | | | 7,882 | | |
Current
|
| | | | 6,678 | | | | | | 6,755 | | |
Non-current
|
| | | | 1,151 | | | | | | 1,127 | | |
| | |
2020
|
| |
2019
|
| ||||||
Service tax (ISSQN) Lawsuit – Company BWMS(a)
|
| | | | 1,374 | | | | | | 1,374 | | |
Service tax (ISSQN) Lawsuit – Company Zenvia(a)
|
| | | | 29,962 | | | | | | 22,697 | | |
Labor provisions
|
| | | | 444 | | | | | | 115 | | |
Other Provisions
|
| | | | 1,064 | | | | | | 813 | | |
| | | | | 32,844 | | | | | | 24,999 | | |
Service tax (ISSQN) judicial deposits – Lawsuit Company BWMS(a)
|
| | | | (1,374) | | | | | | (1,374) | | |
Service tax (ISSQN) judicial deposits – Lawsuit Company Zenvia(a)
|
| | | | (29,193) | | | | | | (22,126) | | |
Labor appeals judicial deposits
|
| | | | (10) | | | | | | (10) | | |
| | | | | (30,577) | | | | | | (23,510) | | |
| | | | | 2,267 | | | | | | 1,489 | | |
| | |
Provisions
|
| |||
Balance at January 1, 2019
|
| | | | 18,322 | | |
Additions
|
| | | | 6,795 | | |
Reversals
|
| | | | (118) | | |
Balance at December 31, 2019
|
| | | | 24,999 | | |
Additions
|
| | | | 7,944 | | |
Reversals
|
| | | | (322) | | |
Additions due to acquisitions
|
| | | | 223 | | |
Balance at December 31, 2020
|
| | | | 32,844 | | |
| | |
Deposits
|
| |||
Balance at January 1, 2019
|
| | | | 17,129 | | |
Additions
|
| | | | 6,381 | | |
Balance at December 31, 2019
|
| | | | 23,510 | | |
Additions
|
| | | | 7,089 | | |
Reversals
|
| | | | (22) | | |
Balance at December 31, 2020
|
| | | | 30,577 | | |
| | |
2020
Liabilities from business combinations |
| |||
Investment acquisition(a) – Total Voice
|
| | | | 13,112 | | |
Investment acquisition – Sirena
|
| | | | 71,792 | | |
Investment acquisition(b) – Sirena
|
| | | | 8,833 | | |
Reimbursements to former shareholders(c)
|
| | | | 11 | | |
| | | | | 93,748 | | |
| | |
2019
Liabilities from business combinations |
| |||
Investment acquisition(a) – Total Voice
|
| | | | 5,230 | | |
| | | | | 5,230 | | |
| | |
2020
|
| |||||||||
Shareholders
|
| |
Balance of shares
|
| |
Percent
|
| ||||||
Oria Tech Zenvia Co-Investment FIP Multiestrategia
|
| | | | 2,298,482 | | | | | | 48.0693% | | |
Cássio Bobsin Machado
|
| | | | 1,915,644 | | | | | | 40.0628% | | |
Oria Tech 1 Inovacao Fundo de Investimentos em Participações
|
| | | | 527,534 | | | | | | 11.0326% | | |
Spectra I – Fundo de Investimento em Partipações
|
| | | | 7,988 | | | | | | 0.1671% | | |
Spectra II – Fundo de Investimento em Partipações
|
| | | | 31,954 | | | | | | 0.6683% | | |
Total
|
| | | | 4,781,602 | | | | | | 100.0000% | | |
| | |
2019
|
| |||||||||
Shareholders
|
| |
Balance of shares
|
| |
Percent
|
| ||||||
Oria Tech Zenvia Co-Investment FIP Multiestrategia
|
| | | | 1,938,279 | | | | | | 43.8386% | | |
Cássio Bobsin Machado
|
| | | | 1,915,644 | | | | | | 43.3266% | | |
Oria Tech 1 Inovacao Fundo de Investimentos em Participações
|
| | | | 527,534 | | | | | | 11.9314% | | |
Spectra I – Fundo de Investimento em Partipações
|
| | | | 7,988 | | | | | | 0.1807% | | |
Spectra II – Fundo de Investimento em Partipações
|
| | | | 31,954 | | | | | | 0.7227% | | |
Total
|
| | | | 4,421,399 | | | | | | 100.0000% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Profit for the year – Calculation basis
|
| | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Formation of reserves
|
| | | | | | | | | | | | | | | | | | |
Legal (5%)
|
| | | | — | | | | | | (692) | | | | | | (993) | | |
Mandatory minimum dividends (25%)(i)
|
| | | | — | | | | | | (3,288) | | | | | | (4,718) | | |
Dividends in addition to the mandatory minimum(i)
|
| | | | — | | | | | | (8,264) | | | | | | — | | |
Net income after legal reserve – Transferred to the investment reserve
|
| | | | — | | | | | | 1,600 | | | | | | 14,154 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Personnel expenses(a)
|
| | | | 78,103 | | | | | | 47,531 | | | | | | 34,502 | | |
Costs with operators/Other costs
|
| | | | 305,561 | | | | | | 250,275 | | | | | | 178,027 | | |
Depreciation and amortization
|
| | | | 27,287 | | | | | | 18,796 | | | | | | 14,513 | | |
Outsourced services
|
| | | | 17,319 | | | | | | 9,714 | | | | | | 5,795 | | |
Rentals/insurance/condominium/water/energy
|
| | | | 2,005 | | | | | | 920 | | | | | | 2,908 | | |
Communication
|
| | | | 4,557 | | | | | | 2,485 | | | | | | 2,196 | | |
Travel expenses
|
| | | | 886 | | | | | | 1,754 | | | | | | 1,293 | | |
Allowance for credit losses
|
| | | | 4,205 | | | | | | 3,733 | | | | | | 2,287 | | |
Marketing expenses / events
|
| | | | 3,540 | | | | | | 2,778 | | | | | | 1,605 | | |
Other expenses
|
| | | | 7,505 | | | | | | 3,251 | | | | | | 3,100 | | |
| | | | | 450,968 | | | | | | 341,237 | | | | | | 246,226 | | |
Cost of services
|
| | | | 325,870 | | | | | | 260,786 | | | | | | 186,084 | | |
Sales and marketing expenses
|
| | | | 33,589 | | | | | | 26,018 | | | | | | 18,241 | | |
General administrative expenses
|
| | | | 71,667 | | | | | | 40,868 | | | | | | 35,683 | | |
Research and development expenses
|
| | | | 15,637 | | | | | | 9,832 | | | | | | 3,931 | | |
Allowance for credit losses
|
| | | | 4,205 | | | | | | 3,733 | | | | | | 2,287 | | |
| | | | | 450,968 | | | | | | 341,237 | | | | | | 246,226 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Salary
|
| | | | 36,102 | | | | | | 21,286 | | | | | | 17,501 | | |
Benefits
|
| | | | 2,993 | | | | | | 1,521 | | | | | | 1,674 | | |
Compulsory contributions to social security
|
| | | | 12,586 | | | | | | 9,122 | | | | | | 6,861 | | |
Compensation
|
| | | | 387 | | | | | | 348 | | | | | | 686 | | |
Provisions (vacation/13th salary)
|
| | | | 5,757 | | | | | | 3,634 | | | | | | 3,383 | | |
Provision for bonus and profit sharing
|
| | | | 650 | | | | | | 4,641 | | | | | | 3,032 | | |
Compensation(b) | | | | | 16,715 | | | | | | 5,230 | | | | | | — | | |
Other
|
| | | | 2,913 | | | | | | 1,749 | | | | | | 1,365 | | |
| | | | | 78,103 | | | | | | 47,531 | | | | | | 34,502 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Finance cost | | | | | | | | | | | | | | | | | | | |
Interest on loans and financing
|
| | | | (4,826) | | | | | | (3,870) | | | | | | (5,922) | | |
Discounts given
|
| | | | (158) | | | | | | (250) | | | | | | (412) | | |
Foreign exchange losses
|
| | | | (16,615) | | | | | | (480) | | | | | | (299) | | |
Bank expenses and IOF (tax on financial transactions)
|
| | | | (1,714) | | | | | | (597) | | | | | | (404) | | |
Other financial expenses
|
| | | | (2,362) | | | | | | (203) | | | | | | (315) | | |
Interests on leasing contracts
|
| | | | (725) | | | | | | (798) | | | | | | — | | |
Losses on derivative instruments
|
| | | | — | | | | | | (613) | | | | | | — | | |
Inflation adjustment
|
| | | | (180) | | | | | | — | | | | | | — | | |
| | | | | (26,580) | | | | | | (6,811) | | | | | | (7,352) | | |
Finance income | | | | | | | | | | | | | | | | | | | |
Interest
|
| | | | 663 | | | | | | 241 | | | | | | 136 | | |
Foreign exchange gain
|
| | | | 17,936 | | | | | | 514 | | | | | | 13 | | |
Interests on financial instrument
|
| | | | 580 | | | | | | 2,926 | | | | | | 2,522 | | |
Other financial income
|
| | | | 38 | | | | | | 186 | | | | | | 775 | | |
Gains with derivative financial instruments
|
| | | | — | | | | | | 372 | | | | | | — | | |
| | | | | 19,217 | | | | | | 4,239 | | | | | | 3,446 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Other providers(a)
|
| | | | — | | | | | | 2,082 | | | | | | — | | |
Disposal of leasehold improvement and other assets
|
| | | | (1,668) | | | | | | (179) | | | | | | 3 | | |
Gain on sale of carrier billing (note 1.a)
|
| | | | — | | | | | | 2,757 | | | | | | — | | |
Other expenses
|
| | | | (813) | | | | | | (362) | | | | | | (151) | | |
Other income
|
| | | | 1,641 | | | | | | 175 | | | | | | 244 | | |
| | | | | (840) | | | | | | 4,473 | | | | | | 96 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Deferred taxes on temporary differences and tax losses
|
| | | | (8,480) | | | | | | 3,186 | | | | | | 3,457 | | |
Current tax expenses
|
| | | | 441 | | | | | | 148 | | | | | | 3,022 | | |
Tax (income) expense
|
| | |
|
(8,039)
|
| | | |
|
3,334
|
| | | |
|
6,479
|
| |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Income before income tax and social contribution
|
| | | | (29,470) | | | | | | 17,178 | | | | | | 26,344 | | |
Basic rate
|
| | | | 34% | | | | | | 34% | | | | | | 34% | | |
Income tax and social contribution
|
| | | | 10,020 | | | | | | (5,841) | | | | | | (8,957) | | |
Tax incentives
|
| | | | — | | | | | | 2,896 | | | | | | 1,992 | | |
Earnings from foreign subsidiaries
|
| | | | (36) | | | | | | — | | | | | | — | | |
Net operation loss carryforward not recorded from subsidiaries
|
| | | | (1,900) | | | | | | (46) | | | | | | | | |
Others
|
| | | | (45) | | | | | | (343) | | | | | | 486 | | |
Tax expense
|
| | | | 8,039 | | | | | | (3,334) | | | | | | (6,479) | | |
Effective rate
|
| | | | 27.28% | | | | | | 19.41% | | | | | | 24.59% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Deferred tax assets | | | | | | | | | | | | | | | | | | | |
Provision for labor, tax and civil risk
|
| | | | 10,885 | | | | | | 8,415 | | | | | | 6,213 | | |
Allowance for doubtful accounts
|
| | | | 1,610 | | | | | | 1,730 | | | | | | 1,705 | | |
Tax losses and negative basis of social contribution tax
|
| | | | 5,277 | | | | | | 3,536 | | | | | | 3,931 | | |
Provision for compensation from acquisitions
|
| | | | 6,277 | | | | | | 1,778 | | | | | | — | | |
Other temporary differences
|
| | | | 1,041 | | | | | | 931 | | | | | | 2,191 | | |
| | | | | 25,090 | | | | | | 16,390 | | | | | | 14,040 | | |
Deferred Tax liabilities
|
| | | | | | | | | | | | | | | | | | |
Goodwill
|
| | | | (25,879) | | | | | | (22,741) | | | | | | (14,973) | | |
Customer portfolio and platform
|
| | | | (22,005) | | | | | | (10,418) | | | | | | (12,650) | | |
| | | | | (47,884) | | | | | | (33,159) | | | | | | (27,623) | | |
| | | | | (22,794) | | | | | | (16,769) | | | | | | (13,583) | | |
| | |
2020
|
| |
Deferred taxes
2020 variation(a) |
| |
2019
|
| |
Impact on
profit (loss) |
| |
2018
|
| |||||||||||||||
Provision for tax liabilities
|
| | | | 10,885 | | | | | | 2,470 | | | | | | 8,415 | | | | | | 2,202 | | | | | | 6,213 | | |
Allowance for doubtful accounts
|
| | | | 1,610 | | | | | | (120) | | | | | | 1,730 | | | | | | 25 | | | | | | 1,705 | | |
Tax losses and negative basis of social contribution
tax |
| | | | 5,277 | | | | | | 1,741 | | | | | | 3,536 | | | | | | (395) | | | | | | 3,931 | | |
Goodwill
|
| | | | (25,879) | | | | | | (3,138) | | | | | | (22,741) | | | | | | (7,768) | | | | | | (14,973) | | |
Customer portfolio
|
| | | | (22,005) | | | | | | (11,719) | | | | | | (10,286) | | | | | | 2,364 | | | | | | (12,650) | | |
Provision for compensation from acquisitions
|
| | | | 6,277 | | | | | | 5,342 | | | | | | 935 | | | | | | 935 | | | | | | — | | |
Other temporary differences
|
| | | | 1,041 | | | | | | (601) | | | | | | 1,642 | | | | | | 549 | | | | | | 2,191 | | |
Total
|
| | |
|
(22,794)
|
| | | |
|
(6,025)
|
| | | |
|
(16,769)
|
| | | |
|
(3,186)
|
| | | |
|
(13,583)
|
| |
| | |
2020
|
| |||
Total 2020 Deferred taxes variation
|
| | | | (6,025) | | |
Foreign exchange variation on deferred tax balances fro foreign subsidiaries
|
| | | | (330) | | |
Deferred tax from Sirena tax loss carryforwards
|
| | | | (1,393) | | |
Deferred tax from Sirena’s client portofio and digital platform
|
| | | | 16,228 | | |
Deferred tax profit or loss
|
| | | | 8,480 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Basic and diluted earnings per share | | | | | | | | | | | | | | | | | | | |
Numerator
|
| | | | | | | | | | | | | | | | | | |
Profit (loss) of the year assigned to Company’s shareholders
|
| | | | (21,431) | | | | | | 13,844 | | | | | | 19,865 | | |
Denominator
|
| | | | | | | | | | | | | | | | | | |
Weighted average for number of common shares
|
| | | | 4,601,501 | | | | | | 4,421,401 | | | | | | 4,421,401 | | |
Basic and diluted earnings (loss) per share (in reais)
|
| | | | (4.657) | | | | | | 3.131 | | | | | | 4.493 | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Fair
value through profit or loss |
| |
Amortized
cost |
| |
Level 1
|
| |
Fair
value through profit or loss |
| |
Amortized
cost |
| |
Level 1
|
| |
Fair
value through profit or loss |
| |
Amortized
cost |
| |
Level 1
|
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 46,880 | | | | | | 13,099 | | | | | | 47,453 | | | | | | 508 | | | | | | 11,834 | | | | | | 508 | | | | | | 42,291 | | | | | | 8,385 | | | | | | 42,291 | | |
Interest earnings bank
deposits |
| | | | 2,227 | | | | | | — | | | | | | 2,227 | | | | | | 3,292 | | | | | | — | | | | | | 3,292 | | | | | | 4,714 | | | | | | — | | | | | | 4,714 | | |
Trade accounts receivable
|
| | | | — | | | | | | 86,009 | | | | | | — | | | | | | — | | | | | | 62,136 | | | | | | — | | | | | | — | | | | | | 51,200 | | | | | | — | | |
| | | | | 49,107 | | | | | | 99,108 | | | | | | 49,107 | | | | | | 3,800 | | | | | | 73,970 | | | | | | 3,800 | | | | | | 47,005 | | | | | | 59,585 | | | | | | 47,005 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and financing
|
| | | | — | | | | | | 98,975 | | | | | | — | | | | | | — | | | | | | 63,346 | | | | | | — | | | | | | — | | | | | | 48,229 | | | | | | — | | |
Trade and other payable
|
| | | | — | | | | | | 100,237 | | | | | | — | | | | | | — | | | | | | 42,454 | | | | | | — | | | | | | — | | | | | | 44,322 | | | | | | — | | |
| | | | | — | | | | | | 199,212 | | | | | | — | | | | | | — | | | | | | 105,800 | | | | | | — | | | | | | — | | | | | | 92,551 | | | | | | — | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cash and cash equivalents
|
| | | | 59,979 | | | | | | 12,342 | | | | | | 50,676 | | |
Interest earnings bank deposits
|
| | | | 2,227 | | | | | | 3,292 | | | | | | 4,714 | | |
Trade accounts receivable
|
| | | | 86,009 | | | | | | 62,136 | | | | | | 51,200 | | |
| | | | | 148,215 | | | | | | 77,770 | | | | | | 106,590 | | |
Non-derivative financial liabilities
|
| |
Book value
|
| |
Contractual
cash flow |
| |
Up to 12
Months |
| |
1 – 2
years |
| |
2 – 3
years |
| |
>3
years |
| ||||||||||||||||||
Loans and financing
|
| | | | 98,975 | | | | | | 122,565 | | | | | | 74,356 | | | | | | 20,474 | | | | | | 19,066 | | | | | | 8,670 | | |
Trade and other payables
|
| | | | 100,237 | | | | | | 100,237 | | | | | | 100,036 | | | | | | 201 | | | | | | — | | | | | | — | | |
Lease liabilities
|
| | | | 2,758 | | | | | | 3,259 | | | | | | 1,481 | | | | | | 1,186 | | | | | | 592 | | | | | | — | | |
| | | | | 201,970 | | | | | | 226,061 | | | | | | 175,873 | | | | | | 21,861 | | | | | | 19,658 | | | | | | 8,670 | | |
Variable rate assets
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Financial assets
|
| | | | 49,107 | | | | | | 3,292 | | | | | | 4,714 | | |
Financial liabilities
|
| | | | 98,975 | | | | | | 63,346 | | | | | | 48,229 | | |
Operation
|
| |
Balance at 2020
|
| |
Risk
|
| |
Scenario I
Current scenario |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Interest rate subject to variation
|
| | | | 49,107 | | | |
CDI decrease
|
| | | | 2.75% | | | | | | 2.06% | | | | | | 1.38% | | |
Financial investments
|
| | | | | | | | | | | | | 1,350 | | | | | | 1,013 | | | | | | 675 | | |
Operation
|
| |
Balance at 2020
|
| |
Risk
|
| |
Scenario I
Current scenario |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Loans – BNDES
|
| | | | 15,653 | | | |
TJLP increase
|
| | | | 769 | | | | | | 961 | | | | | | 1,153 | | |
Interest rate subject to variation
|
| | | | | | | | | | | | | 4.91% | | | | | | 6.14% | | | | | | 7.37% | | |
Financing
|
| | | | 83,322 | | | |
CDI increase
|
| | | | 2,291 | | | | | | 2,864 | | | | | | 3,437 | | |
Interest rate subject to variation
|
| | | | | | | | | | | | | 2.75% | | | | | | 3.44% | | | | | | 4.13% | | |
| | |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Loans and borrowings
|
| | | | 98,975 | | | | | | 63,346 | | | | | | 48,229 | | |
Cash and cash equivalents
|
| | | | (59,979) | | | | | | (12,342) | | | | | | (50,676) | | |
Net debth
|
| | | | 38,996 | | | | | | 51,004 | | | | | | (2,447) | | |
Total equity
|
| | | | 115,348 | | | | | | 99,337 | | | | | | 148,494 | | |
Net debt/Shareholders’ equity (%)
|
| | | | 0.34 | | | | | | 0.51 | | | | | | (0.02) | | |
| | |
Notes
|
| |
07/23/2020
|
| |
12/31/2019
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 5 | | | | | | 2,227,771 | | | | | | 1,401,617 | | |
Trade receivables
|
| | | | 6 | | | | | | 373,971 | | | | | | 150,756 | | |
Taxes recoverable
|
| | | | 7 | | | | | | 15,582 | | | | | | 20,946 | | |
Other receivables
|
| | | | | | | | | | 9,517 | | | | | | 5,071 | | |
Total current assets
|
| | | | | | | | | | 2,626,841 | | | | | | 1,578,390 | | |
Noncurrent assets | | | | | | | | | | | | | | | | | | | |
Taxes recoverable
|
| | | | 7 | | | | | | 17,943 | | | | | | 14,028 | | |
Guarantee deposit
|
| | | | | | | | | | 1,452 | | | | | | 1,742 | | |
Property, plant and equipment
|
| | | | 9 | | | | | | 41,795 | | | | | | 47,938 | | |
Total noncurrent assets
|
| | | | | | | | | | 61,190 | | | | | | 63,708 | | |
Total assets
|
| | | | | | | | | | 2,688,031 | | | | | | 1,642,098 | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | |
Loans and financing
|
| | | | 11 | | | | | | 1,272,296 | | | | | | — | | |
Trade payables
|
| | | | 10 | | | | | | 394,204 | | | | | | 301,491 | | |
Taxes payable
|
| | | | 12 | | | | | | 131,184 | | | | | | 64,385 | | |
Payroll and related taxes
|
| | | | 13 | | | | | | 197,983 | | | | | | 181,989 | | |
Payables to related parties-shareholders
|
| | | | 8 | | | | | | 2,884 | | | | | | 2,462 | | |
Legal fees
|
| | | | 15 | | | | | | 208,127 | | | | | | — | | |
Income taxes payable
|
| | | | | | | | | | 43,095 | | | | | | — | | |
Other payables
|
| | | | 14 | | | | | | 147,023 | | | | | | 48.211 | | |
Total current liabilities
|
| | | | | | | | | | 2,396,796 | | | | | | 598,538 | | |
Equity | | | | | | | | | | | | | | | | | | | |
Share capital
|
| | | | 16 | | | | | | 5,554,723 | | | | | | 5,554,723 | | |
Capital reserve
|
| | | | | | | | | | 1,971,357 | | | | | | 739,259 | | |
Other comprehensive income
|
| | | | | | | | | | 795,024 | | | | | | 670,942 | | |
Accumulated losses
|
| | | | | | | | | | (8,029,869) | | | | | | (5,921,364) | | |
Total equity
|
| | | | | | | | | | 291,235 | | | | | | 1,043,560 | | |
Total liabilities and equity
|
| | | | | | | | | | 2,688,031 | | | | | | 1,642,098 | | |
| | |
Notes
|
| |
07/23/2020
|
| |
12/31/2019
|
| |||||||||
Revenue
|
| | | | 4c | | | | |
|
1,692,699
|
| | | |
|
1,772,615
|
| |
Cost of services
|
| | | | 15 | | | | | | (450,254) | | | | | | (601,188) | | |
Gross profit
|
| | | | | | | | | | 1,242,455 | | | | | | 1,171,427 | | |
General administrative expenses
|
| | | | 16 | | | | | | (3,054,611) | | | | | | (2,725,475) | | |
Sales and marketing expenses
|
| | | | 16 | | | | | | (113,568) | | | | | | (336,675) | | |
Impairment loss on trade receivables
|
| | | | | | | | | | (72,762) | | | | | | (76,124) | | |
Other income and expenses, net
|
| | | | 16 | | | | | | 5,666 | | | | | | 28,582 | | |
Operating loss
|
| | | | | | | | | | (1,992,830) | | | | | | (1,938,265) | | |
Finance costs
|
| | | | | | | | | | (127,995) | | | | | | (432,626) | | |
Finance income
|
| | | | | | | | | | 20,550 | | | | | | 61,549 | | |
Net finance costs
|
| | | | 17 | | | | |
|
(107,445)
|
| | | |
|
(371,077)
|
| |
Loss before income tax and social contribution
|
| | | | | | | | | | (2,100,275) | | | | | | (2,309,342) | | |
Current income tax and social contribution
|
| | | | | | | | | | (8,230) | | | | | | — | | |
Loss for the period (year)
|
| | | | | | | | | | (2,108,505) | | | | | | (2,309,342) | | |
Other comprehensive income | | | | | | | | | | | | | | | | | | | |
Items that are or may be reclassified subsequently to profit or loss
|
| | | | | | | | | | | | | | | | | | |
Cummulative translation adjustment
|
| | | | | | | | | | 124,082 | | | | | | 389,228 | | |
Total comprehensive income for the year
|
| | | | | | | | | | (1,984,423) | | | | | | (1.920.114) | | |
| | |
Note
|
| |
Capital
|
| |
Capital
reserve |
| |
Other
comprehensive income |
| |
Accumulated
losses |
| |
Total
shareholders’ equity |
| |||||||||||||||
Balance at January 1, 2019
|
| | | | | | | 5,554,723 | | | | | | 246,420 | | | | | | 281,714 | | | | | | (3,612,022) | | | | | | 2,470,835 | | |
Cumulative translation adjustment
|
| | | | | | | — | | | | | | — | | | | | | 389,228 | | | | | | — | | | | | | 389,228 | | |
Share-based payments
|
| | | | | | | | | | | | | 492,839 | | | | | | — | | | | | | — | | | | | | 492,839 | | |
Net loss for the year
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,309,342) | | | | | | (2,309,342) | | |
Balance at December 31, 2019
|
| | | | | | | 5,554,723 | | | | | | 739,259 | | | | | | 670,942 | | | | | | (5,921,364) | | | | | | 1,043,560 | | |
Cumulative translation adjustment
|
| | | | | | | — | | | | | | — | | | | | | 124,082 | | | | | | — | | | | | | 124,082 | | |
Share-based payments
|
| | | | | | | | | | | | | 1,232,098 | | | | | | — | | | | | | — | | | | | | 1,232,098 | | |
Net loss for the period
|
| | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,108,505) | | | | | | (2,108,505) | | |
Balance at July 23, 2020
|
| | | | | | | 5,554,723 | | | | | | 1,971,357 | | | | | | 795,024 | | | | | | (8,029,869) | | | | | | 291,235 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Cash flow from operating activities | | | | | | | | | | | | | |
Loss for the period/year
|
| | |
|
(2,108,505)
|
| | | |
|
(2,309,342)
|
| |
Adjustments for: | | | | | | | | | | | | | |
Income tax and social contribution
|
| | | | 8,230 | | | | | | — | | |
Depreciation
|
| | | | 9,074 | | | | | | 17,574 | | |
Hyperinflation impacts
|
| | | | 80,791 | | | | | | 399,512 | | |
Share-based payments
|
| | | | 1,232,098 | | | | | | 492,839 | | |
Impairment loss on trade receivables
|
| | | | 72,762 | | | | | | 76,124 | | |
Interest and fines
|
| | | | 11,524 | | | | | | 15,562 | | |
Others
|
| | | | 43,346 | | | | | | (3,121) | | |
Changes in assets and liabilities | | | | | | | | | | | | | |
Trade receivable
|
| | | | (295,977) | | | | | | (31,302) | | |
Other accounts receivables
|
| | | | (4,156) | | | | | | 10,464 | | |
Taxes recoverable
|
| | | | 1,449 | | | | | | (18,922) | | |
Trade payables
|
| | | | 92,173 | | | | | | 207,633 | | |
Payroll and related taxes
|
| | | | 15,994 | | | | | | 65,071 | | |
Taxes payable
|
| | | | 66,799 | | | | | | (20,369) | | |
Payables to related parties-partners
|
| | | | 422 | | | | | | (58) | | |
Other accounts payables
|
| | | | 350,034 | | | | | | (16,251) | | |
Cash flow used in operating activities
|
| | | | (423,401) | | | | | | (1,114,586) | | |
Income tax paid
|
| | | | (8,230) | | | | | | — | | |
Interest and fines paid
|
| | | | (8,740) | | | | | | (15,562) | | |
Net cash flow from operating activities
|
| | | | (440,371) | | | | | | (1,130,148) | | |
Cash flow from investment activities | | | | | | | | | | | | | |
Property, plant and equipment acquisitions
|
| | | | (2,987) | | | | | | (25,104) | | |
Net cash used in investment activities
|
| | | | (2,987) | | | | | | (25,104) | | |
Cash flow from financing activities | | | | | | | | | | | | | |
Loans and financing
|
| | | | 1,269,512 | | | | | | — | | |
Net cash used in financing activities
|
| | | | 1,269,512 | | | | | | — | | |
Net decrease in cash and cash equivalents
|
| | | | 826,154 | | | | | | (1,155,252) | | |
Cash and cash equivalents at January 1
|
| | | | 1,401,617 | | | | | | 2,556,869 | | |
Cash and cash equivalents at July 23/ December 31
|
| | |
|
2,227,771
|
| | | |
|
1,401,617
|
| |
| | |
Country
|
| |
7/23/2020
Interest |
| |
12/31/2019
Interest |
| ||||||
| | | | | |
%
|
| |
%
|
| ||||||
Rodati Services S.A.
|
| | Argentina | | | | | 100 | | | | | | 100 | | |
Rodati Servicios, S.A. de CV
|
| | Mexico | | | | | 100 | | | | | | 100 | | |
Rodati Motors Central de Informações de Veículos Automotores Ltda.
|
| | Brazil | | | | | 100 | | | | | | 100 | | |
Type of service
|
| |
Nature and timing of satisfaction of performance obligations, including significant payment terms
|
| |
Revenue recognition policies
|
|
SaaS
|
| | Revenues are mainly derived from fees based on the usage-based services. The use of these services is measured at the time the service is available to customers or based on volumes of interactions between the Company’s clients and their own customers. Revenues are recognized through the period of time the service is available for use or based on usage by customers, depending on each agreement and on the particular agreement with customers. | | | Revenue is recognized upon the transfer of control of the services to customers in an amount that reflects the consideration the company expects to receive in exchange for those services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Amounts that have been invoiced are recorded in accounts receivable and in revenue or deferred revenue (classified in other liabilities), depending on whether the revenue recognition criteria have been met. Arrangements with customers do not provide for rights of return of right to take possession of the software supporting the applications. | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Argentina
|
| | | | 420,212 | | | | | | 517,642 | | |
Bolivia
|
| | | | 10,387 | | | | | | — | | |
Brazil
|
| | | | 193,449 | | | | | | 111,481 | | |
Chile
|
| | | | 139,722 | | | | | | 180,380 | | |
Colombia
|
| | | | 102,678 | | | | | | 37,446 | | |
Costa Rica
|
| | | | 15,854 | | | | | | 6,674 | | |
Ecuador
|
| | | | 109,937 | | | | | | 18,710 | | |
Guatemala
|
| | | | 22,853 | | | | | | — | | |
Mexico
|
| | | | 461,623 | | | | | | 813,520 | | |
Nicaragua
|
| | | | 7,790 | | | | | | — | | |
Peru
|
| | | | 93,962 | | | | | | 20,516 | | |
Panama
|
| | | | 25,335 | | | | | | 9,757 | | |
Paraguay
|
| | | | 23,452 | | | | | | 25,258 | | |
United States
|
| | | | 18,778 | | | | | | 6,802 | | |
Uruguay
|
| | | | 18,721 | | | | | | 14,285 | | |
Others
|
| | | | 27,946 | | | | | | 10,144 | | |
| | | | | 1,692,699 | | | | | | 1,772,615 | | |
|
Financial assets
at FVTPL |
| | These assets are subsequently measured at fair value. Net income, plus interest or dividend income, is recognized in profit or loss. | |
|
Financial assets
at amortized cost |
| | These assets are subsequently measured at amortized cost using the effective interest rate method. Amortized cost is reduced for impairment losses. Interest income, foreign exchange gains and impairment losses are recognized in the income statement. Any gain or loss on derecognition is recognized in profit or loss. | |
| | |
07/23/2020
|
| |
12/31/2019
|
| |||
Cash and banks
|
| | | | 185,784 | | | |
297, 756
|
|
Cash on payment platform(a)
|
| | | | 180,702 | | | |
56,026
|
|
Financial investments(b)
|
| | | | 1,861,285 | | | |
1,047,835
|
|
| | | | | 2,227,771 | | | |
1,401,617
|
|
| | |
07/23/20
|
| |
12/31/2019
|
| ||||||
Argentinean Peso
|
| | | | 162,882 | | | | | | 118,942 | | |
Brazilean Real
|
| | | | 62,026 | | | | | | 15,064 | | |
Mexican Peso
|
| | | | 93,563 | | | | | | 82,042 | | |
US Dollar
|
| | | | 1,909,300 | | | | | | 1,185,569 | | |
| | | | | 2,227,771 | | | | | | 1,401,617 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Trade receivables
|
| | | | 532,989 | | | | | | 237,012 | | |
(-) Allowance for expected credit losses (ECL)
|
| | | | (159,018) | | | | | | (86,256) | | |
Total
|
| | |
|
373,971
|
| | | |
|
150,756
|
| |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Argentine Peso
|
| | | | 36,575 | | | | | | 34,075 | | |
Brazilean Real
|
| | | | 70,379 | | | | | | 41,050 | | |
Mexican Peso
|
| | | | 216,960 | | | | | | 45,386 | | |
US Dollar
|
| | | | 50,057 | | | | | | 30,245 | | |
| | | | | 373,971 | | | | | | 150,756 | | |
|
Balance at January 1, 2019
|
| | | | (10,132) | | |
|
Additions
|
| | | | (76,124) | | |
|
Balance at December 31, 2019
|
| | | | (86,256) | | |
|
Additions
|
| | | | (72,762) | | |
|
Balance at July 23, 2020
|
| | | | (159,018) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Falling due
|
| | | | 38,828 | | | | | | 40,153 | | |
Past due
|
| | | | 494,161 | | | | | | 196,859 | | |
30 days
|
| | | | 164,882 | | | | | | 92,019 | | |
From 31 to 60 days
|
| | | | 69,225 | | | | | | 21,710 | | |
From 61 to 90 days
|
| | | | 34,788 | | | | | | 8,531 | | |
From 91 to 120 days
|
| | | | 60,177 | | | | | | 5,704 | | |
From 121 to 150 days
|
| | | | 7,380 | | | | | | 2,809 | | |
From 151 to 180 days
|
| | | | 31,798 | | | | | | 981 | | |
Over 180 days
|
| | | | 125,911 | | | | | | 65,105 | | |
| | | | | 532,989 | | | | | | 237,012 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Tax enacted by Law 25,413
|
| | | | 17,943 | | | | | | 14,028 | | |
Corporate income tax
|
| | | | 30 | | | | | | 11,699 | | |
Value Added Tax (VAT)
|
| | | | 11,009 | | | | | | 1,826 | | |
Other taxes recoverable
|
| | | | 4,543 | | | | | | 7,421 | | |
Total
|
| | |
|
33,525
|
| | | |
|
34,974
|
| |
Current assets
|
| | | | 15,582 | | | | | | 20,946 | | |
Non-current assets
|
| | | | 17,943 | | | | | | 14,028 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Reimbursement to shareholders(a)
|
| | | | 2,884 | | | | | | 2,462 | | |
Total liabilities
|
| | | | 2,884 | | | | | | 2,462 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Short-term benefits (salaries)
|
| | | | 135,226 | | | | | | 221,038 | | |
Share-based payments (Note 16.b)
|
| | | | 1,232,098 | | | | | | 492,839 | | |
Total | | | | | 1,367,324 | | | | | | 713,877 | | |
| | |
Average
annual rate % |
| |
Cost
|
| |
Accumulated
depreciation |
| |
Net balance at
07/23/2020 |
| |
Net balance at
12/31/2019 |
| |||
IT equipment
|
| | |
|
20
|
| | |
69,125
|
| |
(38,837)
|
| |
30,289
|
| |
35,737
|
|
Furniture and fixtures
|
| | |
|
10
|
| | |
6,773
|
| |
(2,066)
|
| |
4,707
|
| |
5,089
|
|
Facilities
|
| | |
|
10
|
| | |
9,731
|
| |
(2,931)
|
| |
6,799
|
| |
7,112
|
|
Total
|
| | | | | | | |
85,629
|
| |
(43,834)
|
| |
41,795
|
| |
47,938
|
|
| | |
Average
annual rate % |
| |
12/31/19
|
| |
Additions
|
| |
Exchange rate
changes |
| |
Hyperinflation
|
| |
07/23/20
|
| ||||||||||||||||||
IT equipment
|
| | | | | | | | | | 69,813 | | | | | | 2,803 | | | | | | (5,490) | | | | | | 1,999 | | | | | | 69,125 | | |
Furniture and fixtures
|
| | | | | | | | | | 7,051 | | | | | | — | | | | | | (1,173) | | | | | | 895 | | | | | | 6,773 | | |
Facilities
|
| | | | | | | | | | 9,914 | | | | | | 184 | | | | | | (1,649) | | | | | | 1,282 | | | | | | 9,731 | | |
Cost | | | | | | | | | | | 86,778 | | | | | | 2,987 | | | | | | (8,312) | | | | | | 4,176 | | | | | | 85,629 | | |
IT equipment
|
| | | | 20 | | | | | | (34,076) | | | | | | (8,654) | | | | | | 5,288 | | | | | | (1,395) | | | | | | (38,837) | | |
Furniture and fixtures
|
| | | | 10 | | | | | | (1,962) | | | | | | (182) | | | | | | 327 | | | | | | (249) | | | | | | (2,066) | | |
Facilities
|
| | | | 10 | | | | | | (2,802) | | | | | | (238) | | | | | | 465 | | | | | | (356) | | | | | | (2,931) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (38,840) | | | | | | (9,074) | | | | | | 6,080 | | | | | | (2,000) | | | | | | (43,834) | | |
Total | | | | | | | | | | | 47,938 | | | | | | (6,087) | | | | | | (2,232) | | | | | | 2,176 | | | | | | 41,795 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
|
Domestic suppliers
|
| |
357,950
|
| |
218,048
|
|
Foreign suppliers
|
| |
36,254
|
| |
83,443
|
|
Total | | |
394,204
|
| |
301,491
|
|
| | |
Interests
p.a. |
| |
Consolidated
|
| |||
| | | | | |
07/23/20
|
| |
12/31/2019
|
|
Working capital(a)
|
| |
—
|
| |
1,220,233
|
| |
—
|
|
Government Loan – Covid 19(b)
|
| |
24% p.a.
|
| |
52,063
|
| |
—
|
|
| | | | | |
1,272,296
|
| |
—
|
|
| | |
12/31/19
|
| |
Proceeds
|
| |
Interests
|
| |
07/23/20
|
| ||||||||||||
Working capital
|
| | | | — | | | | | | 1,220,233 | | | | | | — | | | | | | 1,220,233 | | |
Government Loan
|
| | | | — | | | | | | 49,279 | | | | | | 2,784 | | | | | | 52,063 | | |
Total | | | | | — | | | | | | 1,269,512 | | | | | | 2,784 | | | | | | 1,272,296 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Value Added Tax (VAT)
|
| | | | 103,586 | | | | | | 46,334 | | |
Other taxes
|
| | | | 27,598 | | | | | | 18,051 | | |
Total | | | | | 131,184 | | | | | | 64,385 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Salaries payable
|
| | | | 70,783 | | | | | | 56,096 | | |
Management compensation
|
| | | | 26,925 | | | | | | 69,019 | | |
Labor provisions (13th salary and vacation pay)
|
| | | | 7,675 | | | | | | 7,087 | | |
Social security contribution
|
| | | | 37,686 | | | | | | 29,171 | | |
Social security contribution – Plan
|
| | | | 46,541 | | | | | | 13,946 | | |
Other obligations
|
| | | | 8,373 | | | | | | 6,670 | | |
Total | | | | | 197,983 | | | | | | 181,989 | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Overpayments due to customers
|
| | | | 24,476 | | | | | | 19,802 | | |
Deferred revenue
|
| | | | 95,777 | | | | | | 12,830 | | |
Advances from customers
|
| | | | 23,382 | | | | | | 15,520 | | |
Others
|
| | | | 3,388 | | | | | | 59 | | |
Total | | | | | 147,023 | | | | | | 48,211 | | |
| | |
07/23/2020
|
| |||
Shareholders
|
| |
Number of shares
|
| |
Percentage
|
|
Investors
|
| |
22,550,792
|
| |
60.61%
|
|
Founders of the Company
|
| |
13,167,561
|
| |
35.39%
|
|
Current and former Company employees
|
| |
1,488,608
|
| |
4.00%
|
|
Total
|
| |
37,206,961
|
| |
100.00%
|
|
Grant date
|
| |
Commencement
of vesting |
| |
Vesting
period |
| |
Number of
shares |
| |
Expenses
recognized in 2020 |
|
6/28/2018 | | |
6/28/2018
|
| |
48 months
|
| |
6,503,686
|
| |
1,232,098
|
|
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Salaries and charges
|
| | | | (833,433) | | | | | | (1,440,007) | | |
Share-based paymens
|
| | | | (1,232,098) | | | | | | (492,839) | | |
Business Service Provider (BSP)
|
| | | | (389,121) | | | | | | (490,921) | | |
Other general expenses
|
| | | | (135,765) | | | | | | (305,528) | | |
Professional fees
|
| | | | (679,732) | | | | | | (386,197) | | |
IT expenses
|
| | | | (22,471) | | | | | | (15,023) | | |
Travel expenses
|
| | | | (22,495) | | | | | | (120,825) | | |
Reserch and development of new technologies
|
| | | | (21,520) | | | | | | (90,183) | | |
Rental
|
| | | | (19,845) | | | | | | (79,427) | | |
Marketing expenses
|
| | | | (33,523) | | | | | | (71,921) | | |
Commissions
|
| | | | (58,159) | | | | | | (20,944) | | |
Internet and phones
|
| | | | (19,831) | | | | | | (8,058) | | |
Impairment of trade receivables
|
| | | | (72,762) | | | | | | (76,124) | | |
Depreciation
|
| | | | (9,074) | | | | | | (15,509) | | |
Others
|
| | | | (135,700) | | | | | | (97,374) | | |
| | | | | (3,685,529) | | | | | | (3,710,880) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Cost of services
|
| | | | (450,254) | | | | | | (601,188) | | |
General administrative expenses
|
| | | | (3,054,611) | | | | | | (2,725,475) | | |
Sales and marketing expenses
|
| | | | (113,568) | | | | | | (336,675) | | |
Impairment on trade receivables
|
| | | | (72,762) | | | | | | (76,124) | | |
Other income and expenses, net
|
| | | | 5,666 | | | | | | 28.582 | | |
| | | | | (3,685,529) | | | | | | (3,710,880) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Finance costs | | | | | | | | | | | | | |
Inflation adjustment
|
| | | | (80,791) | | | | | | (399,512) | | |
Banking expenses
|
| | | | (26,750) | | | | | | (13,973) | | |
Exchange losses
|
| | | | (8,319) | | | | | | (1,952) | | |
Interest and fines
|
| | | | (11,524) | | | | | | (15,562) | | |
Others
|
| | | | (611) | | | | | | (1,627) | | |
| | | | | (127,995) | | | | | | (432,626) | | |
Financial income | | | | | | | | | | | | | |
Interest income
|
| | | | 20,550 | | | | | | 61,549 | | |
| | | |
|
20,550
|
| | | |
|
61,549
|
| |
| | | | | (107,445) | | | | | | (371,077) | | |
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Loss before income tax
|
| | | | (2,100,265) | | | | | | (2,309,342) | | |
Parent Company rate
|
| | | | 21% | | | | | | 21% | | |
Income tax benefit
|
| | | | 441,056 | | | | | | 484,962 | | |
Differences of tax rate on subsidiaries
|
| | | | 23,110 | | | | | | 90,232 | | |
Non-deductible expenses
|
| | | | (307,232) | | | | | | (113,664) | | |
Others
|
| | | | (16,927) | | | | | | 10,404 | | |
Net Operating Loss Carryforward not recorded
|
| | | | (131,777) | | | | | | (471,932) | | |
Income taxes on statement of profit or loss
|
| | | | (8,230) | | | | | | — | | |
| | |
Fair value
through profit or loss |
| |
07/23/2020
Amortized Cost |
| |
Fair value
through profit or loss |
| |
12/31/2019
Amortized Cost |
|
Assets | | | | | | | | | | | | | |
Cash and cash equivalents
|
| |
—
|
| |
366,486
|
| |
—
|
| |
353,782
|
|
Financial investments
|
| |
1,861,285
|
| | | | |
1,047,835
|
| |
—
|
|
Trade account receivables
|
| |
—
|
| |
373,791
|
| |
—
|
| |
150,756
|
|
| | |
1,861,285
|
| |
740,277
|
| |
1,047,835
|
| |
504,538
|
|
Liabilities | | | | | | | | | | | | | |
Loans and financing
|
| |
52,063
|
| |
1,220,233
|
| |
—
|
| | | |
Trade payables
|
| |
—
|
| |
394,204
|
| |
—
|
| |
301,491
|
|
| | |
52,063
|
| |
1,614,437
|
| |
—
|
| |
301,491
|
|
| | |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Cash and cash equivalents
|
| | | | 366,486 | | | | | | 353,782 | | |
Financial investments
|
| | | | 1,861,285 | | | | | | 1,047,835 | | |
Trade accounts receivable
|
| | | | 373,971 | | | | | | 150,756 | | |
| | | | | 2,601,742 | | | | | | 1,552,373 | | |
Variable rate assets
|
| |
07/23/2020
|
| |
12/31/2019
|
| ||||||
Financial assets
|
| | | | 1,861,285 | | | | | | 1,047,835 | | |
Financial liabilities
|
| | | | (52,063) | | | | | | — | | |
Operation
|
| |
Balance at
07/23/2020 |
| |
Risk
|
| |
Scenario I
Current |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Interest rate subject to variation
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Financial investments
|
| | | | 1.861.285 | | | |
Index decrease
|
| | | | 1,41% | | | | | | 1,06% | | | | | | 0,71% | | |
Impact on profit and loss
|
| | | | | | | | | | | | | (26.244) | | | | | | (19.683) | | | | | | (13.122) | | |
Operation
|
| |
Balance at
07/23/2020 |
| |
Risk
|
| |
Scenario I
Current |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Financial liabilities
|
| | | | (52,063) | | | |
Index increase
|
| | | | 24% | | | | | | 18,00% | | | | | | 12,00% | | |
Impact on profit and loss
|
| | | | | | | | | | | | | 12.495 | | | | | | 9.371 | | | | | | 6.248 | | |
Non-derivative
financial liabilities |
| |
Book value
|
| |
Contractual cash
flows up to 12 months |
|
Trade payables
|
| |
394,204
|
| |
394,204
|
|
Loan and financing
|
| |
1,272,296
|
| |
1,272,296
|
|
| | |
1,614,437
|
| |
1,614,437
|
|
| | | |
Tel.: +55 11 3848 5880
Fax: + 55 11 3045 7363 www.bdo.com.br |
| |
Rua Major Quedinho 90
Consolação — São Paulo,SP — Brasil 01050-030 |
|
| | |
Note #
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 4 | | | | | | 22,952 | | | | | | 3,886 | | | | | | 164 | | |
Accounts receivable
|
| | | | 5 | | | | | | 12,048 | | | | | | 2,401 | | | | | | 1,528 | | |
Recoverable taxes
|
| | | | | | | | | | 134 | | | | | | 299 | | | | | | 266 | | |
Advances
|
| | | | 6 | | | | | | 54 | | | | | | 187 | | | | | | 57 | | |
Prepaid expenses
|
| | | | 7 | | | | | | 235 | | | | | | 34 | | | | | | 5 | | |
Other receivables
|
| | | | | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
Total current assets
|
| | | | | | | | | | 35,424 | | | | | | 6,808 | | | | | | 2,021 | | |
Noncurrent assets
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Related-party transactions
|
| | | | 15 | | | | | | — | | | | | | 57 | | | | | | 501 | | |
Prepaid expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | 2 | | |
Other receivables
|
| | | | | | | | | | 10 | | | | | | 9 | | | | | | 80 | | |
Deposits into court
|
| | | | | | | | | | — | | | | | | 13 | | | | | | — | | |
| | | | | | | | | | | 10 | | | | | | 79 | | | | | | 583 | | |
Property, plant and equipment
|
| | | | 8 | | | | | | 3,810 | | | | | | 627 | | | | | | 1,042 | | |
Goodwill
|
| | | | 9 | | | | | | 21,726 | | | | | | — | | | | | | — | | |
Intangible assets
|
| | | | 9 | | | | | | 37,238 | | | | | | 4,197 | | | | | | 1,219 | | |
Total noncurrent assets
|
| | | | | | | | | | 62,784 | | | | | | 4,903 | | | | | | 2,844 | | |
Total assets
|
| | | | | | | | | | 98,208 | | | | | | 11,711 | | | | | | 4,865 | | |
Liabilities and equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | | | | | | | 3,311 | | | | | | 1,433 | | | | | | 462 | | |
Loans and financing
|
| | | | 10 | | | | | | 3,179 | | | | | | 962 | | | | | | 1,297 | | |
Lease liabilities
|
| | | | 11 | | | | | | 668 | | | | | | 130 | | | | | | 295 | | |
Employees’ pay and related charges
|
| | | | | | | | | | 1,932 | | | | | | 538 | | | | | | 465 | | |
Taxes payable
|
| | | | | | | | | | 2,281 | | | | | | 430 | | | | | | 260 | | |
Taxes to be paid in installments
|
| | | | | | | | | | 532 | | | | | | 508 | | | | | | 495 | | |
Interest on equity capital
|
| | | | | | | | | | 11 | | | | | | 183 | | | | | | 393 | | |
Other payables
|
| | | | | | | | | | 127 | | | | | | 540 | | | | | | 415 | | |
Consideration to be transferred to former shareholders
|
| | | | 14 | | | | | | 61,464 | | | | | | — | | | | | | — | | |
Payable to related party
|
| | | | 15 | | | | | | 2,442 | | | | | | — | | | | | | — | | |
Deferred revenue
|
| | | | 12 | | | | | | 1,435 | | | | | | 53 | | | | | | — | | |
Total current liabilities
|
| | | | | | | | | | 77,382 | | | | | | 4,777 | | | | | | 4,083 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Loans and financing
|
| | | | 10 | | | | | | 8,291 | | | | | | — | | | | | | 118 | | |
Lease liabilities
|
| | | | 11 | | | | | | 2,496 | | | | | | — | | | | | | 130 | | |
Provision for contingencies
|
| | |
|
13
|
| | | | | 507 | | | | | | 587 | | | | | | 587 | | |
Other payables
|
| | | | | | | | | | — | | | | | | 119 | | | | | | — | | |
Payable to related party
|
| | | | 15 | | | | | | 7,386 | | | | | | — | | | | | | — | | |
Taxes to be paid in installments
|
| | | | | | | | | | 1,193 | | | | | | 1,670 | | | | | | 1,417 | | |
Total noncurrent liabilities
|
| | | | | | | | | | 19,873 | | | | | | 2,376 | | | | | | 2,252 | | |
Equity | | | | | 16 | | | | | | | | | | | | | | | | | | | | |
Capital
|
| | | | | | | | | | 24,489 | | | | | | 16,634 | | | | | | 6,284 | | |
Capital reserves and treasury shares
|
| | | | | | | | | | (1,575) | | | | | | (1,575) | | | | | | (633) | | |
Accumulated losses
|
| | | | | | | | | | (21,961) | | | | | | (10,501) | | | | | | (7,118) | | |
Equity attributed to the controlling shareholders
|
| | | | | | | | | | 953 | | | | | | 4,558 | | | | | | (1,467) | | |
Minority interest
|
| | | | | | | | | | — | | | | | | — | | | | | | (3) | | |
Total equity
|
| | | | | | | | | | 953 | | | | | | 4,558 | | | | | | (1,470) | | |
Total liabilities and equity
|
| | | | | | | | | | 98,208 | | | | | | 11,711 | | | | | | 4,865 | | |
| | |
Note #
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |||||||||
Net operating revenue
|
| | | | 17 | | | | | | 26,521 | | | | | | 13,556 | | |
Cost of services provided
|
| | | | 18 | | | | | | (13,603) | | | | | | (7,804) | | |
Gross income
|
| | | | | | | | | | 12,918 | | | | | | 5,752 | | |
Operating expenses | | | | | | | | | | | | | | | | | | | |
Sales and marketing expenses
|
| | |
|
18
|
| | | | | (6,355) | | | | | | (3,224) | | |
General and administrative expenses
|
| | |
|
18
|
| | | | | (16,054) | | | | | | (4,649) | | |
Operating revenue and expenses
|
| | | | | | | | | | (489) | | | | | | (564) | | |
| | | | | | | | | | | (22,898) | | | | | | (8,437) | | |
Income before financial income (expenses)
|
| | | | | | | | | | (9,980) | | | | | | (2,685) | | |
Financial revenue
|
| | |
|
19
|
| | | | | 239 | | | | |
|
198
|
| |
Financial expenses
|
| | |
|
19
|
| | | | | (1,418) | | | | |
|
(896)
|
| |
Loss before income and social contribution taxes
|
| | | | | | | | | | (11,159) | | | | | | (3,383) | | |
Current income and social contribution taxes
|
| | | | | | | | | | (301) | | | | | | — | | |
Loss for the year
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
Income attributable to: | | | | | | | | | | | | | | | | | | | |
Controlling shareholders
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
Loss for the year
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||
Comprehensive loss | | | | | | | | | | | | | |
Loss for the year
|
| | | | (11,460) | | | | | | (3,383) | | |
Total comprehensive loss
|
| | | | (11,460) | | | | | | (3,383) | | |
Total comprehensive loss attributed to: | | | | | | | | | | | | | |
Controlling shareholders
|
| | |
|
(11,460)
|
| | | |
|
(3,383)
|
| |
| | | | | (11,460) | | | | | | (3,383) | | |
| | |
Capital
|
| |
Treasury
shares |
| |
Accumulated
losses |
| |
Total
|
| |
Minority
interest |
| |
Consolidated
equity |
| ||||||||||||||||||
Balances as at January 1, 2019
|
| | | | 6,284 | | | | | | (633) | | | | | | (7,118) | | | | | | (1,467) | | | | | | (3) | | | | | | (1,470) | | |
Increase in capital
|
| | | | 10,350 | | | | | | | | | | | | | | | | | | 10,350 | | | | | | | | | | | | 10,350 | | |
Loss for the year
|
| | | | | | | | | | | | | | | | (3,383) | | | | | | (3,383) | | | | | | | | | | | | (3,383) | | |
Merger of a controlled company
|
| | | | | | | | | | | | | | | | | | | | | | — | | | | | | 3 | | | | | | 3 | | |
Treasury shares acquired
|
| | | | | | | | | | (942) | | | | | | | | | | | | (942) | | | | | | | | | | | | (942) | | |
Balances as at December 31, 2019
|
| | | | 16,634 | | | | | | (1,575) | | | | | | (10,501) | | | | | | 4,558 | | | | | | — | | | | | | 4,558 | | |
Increase in capital
|
| | | | 7,855 | | | | | | | | | | | | | | | | | | 7,855 | | | | | | | | | | | | 7,855 | | |
Loss for the year
|
| | | | | | | | | | | | | | | | (11,460) | | | | | | (11,460) | | | | | | | | | | | | (11,460) | | |
Balances as at December 31, 2020
|
| | | | 24,489 | | | | |
|
(1,575)
|
| | | |
|
(21,961)
|
| | | |
|
953
|
| | | | | — | | | | |
|
953
|
| |
| | |
Note #
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |||||||||
Cash flows from operating activities | | | | | | | | | | | | | | | | | | | |
Loss for the year
|
| | | | | | | | | | (11,460) | | | | | | (3,383) | | |
Adjustment to reconcile income (loss) before income and social contribution taxes to net cash
provided by (used in) operating activities: |
| | | | | | | | | | | | | | | | | | |
Income taxes accrued
|
| | | | | | | | | | 301 | | | | | | — | | |
Depreciation and amortization
|
| | | | 8 | | | | | | 2,568 | | | | | | 1,116 | | |
Provision for labor contingencies
|
| | | | 13 | | | | | | (80) | | | | | | — | | |
Recognition of interest on lease liabilities
|
| | | | 11 | | | | | | (256) | | | | | | 31 | | |
Recognition of interest on loans with related parties
|
| | | | 15 | | | | | | 328 | | | | | | — | | |
Recognition of interest on other loans
|
| | | | 10 | | | | | | 414 | | | | | | 318 | | |
Donation of assets
|
| | | | | | | | | | 10 | | | | | | — | | |
Losses incurred with assets
|
| | | | | | | | | | — | | | | | | 87 | | |
Estimated credit losses
|
| | | | 5 | | | | | | 257 | | | | | | — | | |
| | | | | | | | | | | (7,918) | | | | | | (1,831) | | |
Decrease (increase) in assets | | | | | | | | | | | | | | | | | | | |
Trade accounts receivable
|
| | | | 5 | | | | | | 88 | | | | | | (874) | | |
Recoverable taxes
|
| | | | | | | | | | 165 | | | | | | (32) | | |
Advances
|
| | | | 6 | | | | | | 267 | | | | | | (130) | | |
Prepaid expenses
|
| | | | 7 | | | | | | (175) | | | | | | (27) | | |
Other receivables
|
| | | | | | | | | | (1) | | | | | | 70 | | |
Deposits into court
|
| | | | | | | | | | 13 | | | | | | (14) | | |
Increase (decrease) in liabilities | | | | | | | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | | | | | | | 970 | | | | | | 970 | | |
Employees’ pay and related charges
|
| | | | | | | | | | 491 | | | | | | 74 | | |
Taxes payable
|
| | | | | | | | | | 147 | | | | | | 170 | | |
Taxes to be paid in installments
|
| | | | | | | | | | (453) | | | | | | 266 | | |
Other payables
|
| | | | | | | | | | (3,839) | | | | | | 243 | | |
Deferred revenue
|
| | | | 12 | | | | | | 1,297 | | | | | | 53 | | |
Payment of interest
|
| | | | | | | | | | (429) | | | | | | (349) | | |
Net cash provided by (used) in operating activities
|
| | | | | | | | | | (9,377) | | | | | | (1,411) | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | | | 8 | | | | | | (3,430) | | | | | | (225) | | |
Increase in intangible assets
|
| | | | 9 | | | | | | — | | | | | | (3,541) | | |
Net cash effect of the acquired company
|
| | | | | | | | | | 1,091 | | | | | | — | | |
Net funds used in investing activities
|
| | | | | | | | | | (2,339) | | | | | | (3,766) | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | |
From financing activities with third parties | | | | | | | | | | | | | | | | | | | |
Contracting of new loans
|
| | | | 10 | | | | | | 11,420 | | | | | | 7,689 | | |
Contracting of new lease liabilities
|
| | | | 11 | | | | | | 3,257 | | | | | | — | | |
Repayment of loans
|
| | | | 10 | | | | | | (916) | | | | | | (8,141) | | |
Payment of lease liabilities
|
| | | | 11 | | | | | | (219) | | | | | | (295) | | |
Interest on equity capital
|
| | | | | | | | | | (172) | | | | | | (210) | | |
Treasury shares
|
| | | | | | | | | | — | | | | | | (942) | | |
Cash provided by (used) in financing activities with third parties
|
| | | | | | | | | | 13,370 | | | | | | (1,899) | | |
From financing activities with shareholders and related parties | | | | | | | | | | | | | | | | | | | |
Increase in capital
|
| | | | 16 | | | | | | 7,855 | | | | | | 10,350 | | |
Related party transactions
|
| | | | 15 | | | | | | 9,557 | | | | | | 448 | | |
Cash provided by financing activities with shareholders
|
| | | | | | | | | | 17,412 | | | | | | 10,798 | | |
Cash provided by (used) in financing activities
|
| | | | | | | | | | 30,782 | | | | | | 8,899 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | | | | | | | 19,066 | | | | | | 3,722 | | |
Cash and cash equivalents
|
| | | | | | | | | | | | | | | | | | |
Cash at beginning of year
|
| | | | | | | | | | 3,886 | | | | | | 164 | | |
Cash at end of year
|
| | | | | | | | | | 22,952 | | | | | | 3,886 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | | | | | | | 19,066 | | | | | | 3,722 | | |
Supplemental cash flow disclosure: | | | | | | | | | | | | | | | | | | | |
Consideration to be transferred to former shareholders
|
| | | | | | | | | | 61,464 | | | | | | — | | |
Assets
|
| | | | | | | |
Liabilities
|
| | | | | | |
Current assets
|
| | | | 12,110 | | | |
Current liabilities
|
| | | | 6,714 | | |
Cash and cash equivalents
|
| | | | 1,958 | | | |
Trade accounts payable
|
| | | | 908 | | |
Accounts receivable
|
| | | | 9,992 | | | |
Employment related charges
|
| | | | 903 | | |
Advances
|
| | | | 134 | | | |
Taxes payable
|
| | | | 1,403 | | |
Prepaid expenses
|
| | | | 26 | | | |
Other payables
|
| | | | 3,500 | | |
Noncurrent assets
|
| | | | 626 | | | |
Noncurrent liabilities
|
| | | | 163 | | |
Property, plant and equipment
|
| | | | 625 | | | |
Long-term lease liabilities
|
| | | | 163 | | |
Intangible assets
|
| | | | 1 | | | | | | | | | | | |
| | | | | | | | | Equity | | | | | 5,859 | | |
| | | | | | | | |
Capital
|
| | | | 267 | | |
| | | | | | | | |
Income Reserve
|
| | | | 5,592 | | |
Total assets
|
| | | | 12,736 | | | |
Total liabilities
|
| | | | 12,736 | | |
| | |
Value (R$’000)
|
| |||
Consideration to be transferred
|
| | | | 62,331 | | |
Fair value of assets acquired or to be acquired and liabilities assumed or to be assumed
|
| | | | 5,859 | | |
Fair value of intangible assets
|
| | | | | | |
Software(a) | | | | | 25,926 | | |
Customer portfolio(b)
|
| | | | 5,586 | | |
Non-compete(c) | | | | | 3,234 | | |
Goodwill | | | | | 21,726 | | |
Assets acquired
|
| |
Valuation technique
|
|
Intangible assets —
Recognition of the platform |
| | The MPEEM methodology (Multi Period Excess Earnings Method) is mostly used to measure the value of primary assets or most important assets of a company. According to that method, in determining fair values, the cash flows attributable to all other assets are subtracted through a contributory asset charge (CAC). The MPEEM method assumes that the fair value of an intangible asset is the same as the present value of the cash flows attributable to that asset, less the contribution of other assets, both tangible and intangible ones. | |
Intangible assets — Recognition of the portfolio of customers and of the non-competition clause | | | The With or without methodology consists in comparing the actual scenario with a hypothetical one, the first where the non-competition is valid and a hypothetical situation where such agreement did not exist and, as a consequence, competition would be in place to reduce part of the expected economic benefits of the Company. | |
| | |
December 31,
2020 |
| |
December 31,
2019 |
| ||||||||||||||||||
| | |
Direct
|
| |
Indirect
|
| |
Direct
|
| |
Indirect
|
| ||||||||||||
Subsidiaries | | | | | | | | | | | | | | | | | | | | | | | | | |
Printers United Comunicação Integrada Ltda (fully incorporated into the
Company’s statement of financial position in 2019) |
| | | | — | | | | | | — | | | | | | 100% | | | | | | — | | |
Smarkio Tecnologia S.A
|
| | | | 100% | | | | | | — | | | | | | — | | | | | | — | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Net revenues | | | | | | | | | | | | | |
Software use licensing
|
| | | | 22,752 | | | | | | 12,411 | | |
Professional services
|
| | | | 3,769 | | | | | | 1,145 | | |
| | | | | 26,521 | | | | | | 13,556 | | |
Type of Service
|
| |
Moment of the fulfillment of performance obligations, including significant payment terms
|
| |
Revenue recognition policy
|
|
Software use licensing
|
| | Such revenue is based mainly on a fixed amount charged for the use of the platform (subscription) according to the sales agreements executed with customers. It is monthly recognized starting the moment the access to the platform is made available until cancellation. There are also additional services, such as generation of documents, organization of multi-channel communications and triggered messages. The use of those services is measured according to the individual volume consumed. Revenue is based on those volumes and on the unit values established in the sales agreement, monthly recognized according to the use. The issuance of invoices is made at the beginning of the month following the use. There are some cases where customers validate the amounts before the issuance of invoices. Receivables are collected from 15 to 60 days after billing. | | | Revenue is recognized when the control over the services is transferred to the customer at an amount that reflects the consideration expected to be received in exchange for those products or services. Revenue is recognized at gross value, considering the taxation to be paid to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers depending on certain recognition criteria. The agreements of the Company with customers do not establish the right of items being returned nor grant them ownership rights to the licensed software. | |
Type of Service
|
| |
Moment of the fulfillment of performance obligations,
including significant payment terms |
| |
Revenue recognition policy
|
|
Professional services
|
| | Revenue from professional services is based on the provision of information technology related services, focused on the integration and maintenance of the platform (software). The amounts collected are usually based on the hour/labor price established in the sales agreement, multiplied by the number of hours worked. Revenue recognition takes place according to the delivery of the services or adjusted by the percentage of completion. However, the issuance of invoices is previously made at the moment of execution of the sales agreement or proposal. Receivables are collected from 15 to 60 days after billing. | | | Revenue is recognized when the control over the services is transferred to customers at an amount that reflects the consideration expected to be received in exchange for those services. Revenue is recognized at gross value, considering the taxation to be paid later to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers, depending on certain recognition criteria. | |
|
Financial assets measured at FVTPL
|
| | After initial measurement, they are carried at fair value. Net revenue, including interest or dividends, is recognized in the statement of income. | |
|
Financial assets recognized at amortized cost
|
| | After initial measurement, they are measured at amortized cost according to the effective interest rate method and impairment is deducted from amortized cost. Revenue from interest received, foreign exchange gains and impairment losses is recognized in the statement of income. Any earnings or losses determined in reversals are also carried in the statement of income. | |
| | |
Annual depreciation rate
|
| |
Useful lives of assets
|
| |||
Furniture and fixtures
|
| | | | 10.00% | | | |
10 years
|
|
Machinery, devices and equipment
|
| | | | 10.00% | | | |
10 years
|
|
Vehicles
|
| | | | 10.00% | | | |
10 years
|
|
IT equipment
|
| | | | 20.00% | | | |
5 years
|
|
Communications devices
|
| | | | 10.00% | | | |
10 years
|
|
Facilities
|
| | | | 10.00% | | | |
10 years
|
|
Leasehold improvements
|
| | | | 38.71% | | | |
2.6 years
|
|
Hardware
|
| | | | 20.00% | | | |
5 years
|
|
| | |
Opening Balance
|
| |
IFRS16
Remeasurements |
| |
IFRS
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | 2,021 | | | | | | — | | | | | | 2,021 | | |
Property, plant and equipment(i)
|
| | | | 617 | | | | | | 425 | | | | | | 1,042 | | |
Other Non-current assets
|
| | | | 1,802 | | | | | | | | | | | | 1,802 | | |
Total non-current assets
|
| | | | 2,418 | | | | | | 425 | | | | | | 2,844 | | |
Total assets
|
| | | | 4,440 | | | | | | 425 | | | | | | 4,865 | | |
| | |
Opening Balance
|
| |
IFRS16
Remeasurements |
| |
IFRS
|
| |||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | |
Lease liabilities – IFRS 16(ii)
|
| | | | — | | | | | | 295 | | | | | | 295 | | |
Other current liabilities
|
| | | | 3,788 | | | | | | | | | | | | 3,788 | | |
Total current liabilities
|
| | | | 3,788 | | | | | | 295 | | | | | | 4,083 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | |
Other noncurrent liabilities
|
| | | | 2,122 | | | | | | | | | | | | 2,122 | | |
Lease liabilities – IFRS 16(ii)
|
| | | | — | | | | | | 130 | | | | | | 130 | | |
Total noncurrent liabilities
|
| | | | 2,122 | | | | | | 130 | | | | | | 2,252 | | |
Shareholder’s equity
|
| | | | (1,470) | | | | | | - | | | | | | (1,470) | | |
Total shareholder’s equity and liabilities
|
| | | | 4,440 | | | | | | 425 | | | | | | 4,865 | | |
| | |
Opening balance
|
| |
IFRS16
Remeasurements |
| |
Full IFRS
|
| |||||||||
Assets | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | 6,808 | | | | | | — | | | | | | 6,808 | | |
Property, plant and equipment(i)
|
| | | | 502 | | | | | | 125 | | | | | | 627 | | |
Other Non-current assets
|
| | | | 4,276 | | | | | | | | | | | | 4,276 | | |
Total non-current assets
|
| | |
|
4,778
|
| | | | | 125 | | | | |
|
4,903
|
| |
Total assets
|
| | | | 11,586 | | | | |
|
125
|
| | | | | 11,711 | | |
| | |
Opening balance
|
| |
IFRS16
Remeasurements |
| |
Full IFRS
|
| |||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | |
Other current liabilities
|
| | | | 4,647 | | | | | | | | | | | | 4,647 | | |
Lease liabilities – IFRS 16(ii)
|
| | | | — | | | | | | 130 | | | | | | 130 | | |
Total current liabilities
|
| | |
|
4,647
|
| | | | | 130 | | | | |
|
4,777
|
| |
Total non-current liabilities
|
| | | | 2,376 | | | | | | — | | | | | | 2,376 | | |
Shareholder’s equity
|
| | | | 4,563 | | | | | | (5) | | | | | | 4,558 | | |
Total equity and liabilities
|
| | | | 11,586 | | | | | | 125 | | | | | | 11,711 | | |
| | |
Opening Balance
|
| |
IFRS 16
Remeasurements |
| |
Full IFRS
|
| |||||||||
Net operating revenue
|
| | | | 13,556 | | | | | | | | | | | | 13,556 | | |
Cost of services provided
|
| | | | (7,804) | | | | | | — | | | | | | (7,804) | | |
Gross income
|
| | | | 5,752 | | | | | | — | | | | | | 5,752 | | |
General and administrative expenses(i)
|
| | | | (4,688) | | | | | | 39 | | | | | | (4,649) | | |
Other operating expenses
|
| | | | (3,788) | | | | | | | | | | | | (3,788) | | |
| | | | | (8,476) | | | | | | 39 | | | | | | (8,437) | | |
Net financial result(ii)
|
| | | | (654) | | | | | | (44) | | | | | | (698) | | |
Loss of the year
|
| | | | (3,378) | | | | | | (5) | | | | | | (3,383) | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Cash
|
| | | | 2 | | | | | | 2 | | | | | | 2 | | |
Cash at banks
|
| | | | 856 | | | | | | 106 | | | | | | 6 | | |
Short-term financial investment(i)
|
| | | | 22,094 | | | | | | 3,778 | | | | | | 156 | | |
| | | | | 22,952 | | | | | | 3,886 | | | | | | 164 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Trade accounts receivable
|
| | | | 12,476 | | | | | | 2,401 | | | | | | 1,528 | | |
(-) Estimated credit losses
|
| | | | (426) | | | | | | — | | | | | | — | | |
| | | | | 12,048 | | | | | | 2,401 | | | | | | 1,528 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Employees
|
| | | | 45 | | | | | | 45 | | | | | | 30 | | |
Suppliers
|
| | | | 9 | | | | | | 142 | | | | | | 27 | | |
| | | | | 54 | | | | | | 187 | | | | | | 57 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Expenses to recognize (i)
|
| | | | 129 | | | | | | — | | | | | | — | | |
Use licenses
|
| | | | 19 | | | | | | 14 | | | | | | — | | |
Insurance
|
| | | | 61 | | | | | | 20 | | | | | | 5 | | |
Guarantees
|
| | | | 26 | | | | | | — | | | | | | — | | |
| | | | | 235 | | | | | | 34 | | | | | | 5 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Property, plant and equipment (a)
|
| | | | 1,380 | | | | | | 502 | | | | | | 617 | | |
Right-of-use IFRS 16(b)
|
| | | | 2,430 | | | | | | 125 | | | | | | 425 | | |
| | | | | 3,810 | | | | | | 627 | | | | | | 1,042 | | |
Description
|
| |
Annual
depreciation rate |
| |
Cost
|
| |
Accumulated
depreciation |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||||||||
Furniture and fixtures
|
| | | | 10.00% | | | | | | 325 | | | | | | (158) | | | | | | 167 | | | | | | 144 | | | | | | 137 | | |
Machinery, devices and equipment
|
| | | | 10.00% | | | | | | 3 | | | | | | (1) | | | | | | 2 | | | | | | — | | | | | | 87 | | |
Vehicles
|
| | | | 10.00% | | | | | | 39 | | | | | | (39) | | | | | | — | | | | | | — | | | | | | — | | |
IT equipment
|
| | | | 20.00% | | | | | | 1,015 | | | | | | (343) | | | | | | 672 | | | | | | 241 | | | | | | 83 | | |
Communications devices
|
| | | | 10.00% | | | | | | 7 | | | | | | (3) | | | | | | 4 | | | | | | 4 | | | | | | 5 | | |
Facilities
|
| | | | 10.00% | | | | | | 76 | | | | | | (44) | | | | | | 32 | | | | | | 39 | | | | | | 47 | | |
Leasehold improvements
|
| | | | 38.71% | | | | | | 130 | | | | | | (42) | | | | | | 88 | | | | | | — | | | | | | — | | |
Hardware
|
| | | | 20.00% | | | | | | 920 | | | | | | (920) | | | | | | — | | | | | | 74 | | | | | | 258 | | |
Improvements to third party properties in progress
|
| | | | — | | | | | | 416 | | | | | | — | | | | | | 416 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | 2,931 | | | | | | (1,551) | | | | | | 1,380 | | | | | | 502 | | | | | | 617 | | |
| | |
Annual
depreciation rate |
| |
December 31, 2019
|
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31, 2020
|
| ||||||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 266 | | | | | | 12 | | | | | | 47 | | | | | | — | | | | | | 325 | | |
Machinery, devices and equipment
|
| | | | | | | | | | 1 | | | | | | 2 | | | | | | | | | | | | — | | | | | | 3 | | |
Vehicles
|
| | | | | | | | | | 39 | | | | | | | | | | | | | | | | | | — | | | | | | 39 | | |
IT equipment
|
| | | | | | | | | | 443 | | | | | | 257 | | | | | | 326 | | | | | | (12) | | | | | | 1,014 | | |
Communications devices
|
| | | | | | | | | | 7 | | | | | | | | | | | | | | | | | | — | | | | | | 7 | | |
Facilities
|
| | | | | | | | | | 76 | | | | | | | | | | | | | | | | | | — | | | | | | 76 | | |
Leasehold improvements
|
| | | | | | | | | | 35 | | | | | | — | | | | | | 95 | | | | | | — | | | | | | 130 | | |
Hardware
|
| | | | | | | | | | 921 | | | | | | | | | | | | | | | | | | — | | | | | | 921 | | |
Improvements to third party properties in progress
|
| | | | | | | | | | — | | | | | | 416 | | | | | | | | | | | | — | | | | | | 416 | | |
Cost
|
| | | | | | | | | | 1,788 | | | | | | 687 | | | | | | 468 | | | | | | (12) | | | | | | 2,931 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (122) | | | | | | (28) | | | | | | (7) | | | | | | — | | | | | | (157) | | |
Machinery, devices and equipment
|
| | | | 10.00% | | | | | | (1) | | | | | | (0) | | | | | | — | | | | | | — | | | | | | (1) | | |
Vehicles
|
| | | | 10.00% | | | | | | (39) | | | | | | — | | | | | | — | | | | | | — | | | | | | (39) | | |
IT equipment
|
| | | | 20.00% | | | | | | (202) | | | | | | (84) | | | | | | (60) | | | | | | 2 | | | | | | (344) | | |
Communications devices
|
| | | | 10.00% | | | | | | (3) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (4) | | |
Facilities
|
| | | | 10.00% | | | | | | (37) | | | | | | (8) | | | | | | — | | | | | | — | | | | | | (45) | | |
Leasehold improvements
|
| | | | 38.71% | | | | | | (35) | | | | | | (0) | | | | | | (7) | | | | | | — | | | | | | (42) | | |
Hardware
|
| | | | 20.00% | | | | | | (847) | | | | | | (72) | | | | | | — | | | | | | — | | | | | | (919) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (1,286) | | | | | | (193) | | | | | | (74) | | | | | | 2 | | | | | | (1,551) | | |
Total
|
| | | | | | | | | | 502 | | | | | | 494 | | | | | | 394 | | | | | | (10) | | | | | | 1,380 | | |
| | |
Annual
depreciation rate |
| |
January 1, 2019
|
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31, 2019
|
| ||||||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 236 | | | | | | 30 | | | | | | — | | | | | | — | | | | | | 266 | | |
Machinery, devices and equipment
|
| | | | | | | | | | 133 | | | | | | — | | | | | | — | | | | | | (132) | | | | | | 1 | | |
Vehicles
|
| | | | | | | | | | 39 | | | | | | — | | | | | | — | | | | | | — | | | | | | 39 | | |
IT equipment
|
| | | | | | | | | | 247 | | | | | | 196 | | | | | | — | | | | | | — | | | | | | 443 | | |
Communications devices
|
| | | | | | | | | | 7 | | | | | | — | | | | | | — | | | | | | — | | | | | | 7 | | |
Facilities
|
| | | | | | | | | | 76 | | | | | | — | | | | | | — | | | | | | — | | | | | | 76 | | |
Leasehold improvements
|
| | | | | | | | | | 35 | | | | | | — | | | | | | — | | | | | | — | | | | | | 35 | | |
Hardware
|
| | | | | | | | | | 921 | | | | | | — | | | | | | — | | | | | | — | | | | | | 921 | | |
Cost
|
| | | | | | | | | | 1,694 | | | | | | 226 | | | | | | — | | | | | | (132) | | | | | | 1,788 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (99) | | | | | | (23) | | | | | | — | | | | | | — | | | | | | (122) | | |
Machinery, devices and equipment
|
| | | | 10.00% | | | | | | (46) | | | | | | (0) | | | | | | — | | | | | | 45 | | | | | | (1) | | |
Vehicles
|
| | | | 10.00% | | | | | | (39) | | | | | | — | | | | | | — | | | | | | — | | | | | | (39) | | |
IT equipment
|
| | | | 20.00% | | | | | | (165) | | | | | | (37) | | | | | | — | | | | | | — | | | | | | (202) | | |
Communications devices
|
| | | | 10.00% | | | | | | (2) | | | | | | (1) | | | | | | — | | | | | | — | | | | | | (3) | | |
Facilities
|
| | | | 10.00% | | | | | | (29) | | | | | | (8) | | | | | | — | | | | | | — | | | | | | (37) | | |
Leasehold improvements
|
| | | | 38.71% | | | | | | (35) | | | | | | — | | | | | | — | | | | | | — | | | | | | (35) | | |
Hardware
|
| | | | 20.00% | | | | | | (662) | | | | | | (185) | | | | | | — | | | | | | — | | | | | | (847) | | |
(-) Accumulated
depreciation |
| | | | | | | | | | (1,077) | | | | | | (254) | | | | | | — | | | | | | 45 | | | | | | (1,286) | | |
Total
|
| | | | | | | | | | 617 | | | | | | (28) | | | | | | — | | | | | | (87) | | | | | | 502 | | |
| | |
Annual
amortization rate |
| |
December 31,
2019 |
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31,
2020 |
| ||||||||||||||||||
Right-of-use assets (IFRS 16)
|
| | | | | | | | | | 425 | | | | | | 2,743 | | | | | | 406 | | | | | | (425) | | | | | | 3,149 | | |
Cost | | | | | | | | | | | 425 | | | | | | 2,743 | | | | | | 406 | | | | | | (425) | | | | | | 3,149 | | |
Right-of-use assets (IFRS 16)
|
| | | | (i) | | | | | | (300) | | | | | | (669) | | | | | | (175) | | | | | | 425 | | | | | | (719) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (300) | | | | | | (669) | | | | | | (175) | | | | | | 425 | | | | | | (719) | | |
Total
|
| | | | | | | | | | 125 | | | | | | 2,074 | | | | | | 231 | | | | | | — | | | | | | 2,430 | | |
| | |
Annual
amortization rate |
| |
January 1,
2019 |
| |
Additions
|
| |
Transfers
|
| |
Write-offs
|
| |
December 31,
2019 |
| |||||||||||||||
Right-of-use assets (IFRS 16)
|
| | | | | | | 425 | | | | | | | | | | | | | | | | | | | | | | | | 425 | | |
Cost | | | | | | | | 425 | | | | | | — | | | | | | — | | | | | | — | | | | | | 425 | | |
Right-of-use assets (IFRS 16)
|
| | | | | | | — | | | | | | (300) | | | | | | — | | | | | | | | | | | | (300) | | |
(-) Accumulated amortization
|
| | | | | | | — | | | | | | (300) | | | | | | — | | | | | | — | | | | | | (300) | | |
Total
|
| | | | | | | 425 | | | | | | (300) | | | | | | — | | | | | | — | | | | | | 125 | | |
| | | | | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Internally developed software
|
| |
Definite useful life
|
| | | | 3,223 | | | | | | 4,197 | | | | | | 1,219 | | |
Software – Smarkio
|
| |
Definite useful life
|
| | | | 25,494 | | | | | | — | | | | | | — | | |
Customer portfolio – Smarkio
|
| |
Definite useful life
|
| | | | 5,353 | | | | | | | | | | | | | | |
Non-compete – Smarkio
|
| |
Definite useful life
|
| | | | 3,168 | | | | | | — | | | | | | — | | |
| | | | | | | | 37,238 | | | | | | 4,197 | | | | | | 1,219 | | |
Internally developed software
|
| |
Cost
|
| |
Annual
rate |
| |
Accumulated
amortization |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||||||||
Software 2018
|
| | | | 1,327 | | | | | | 20% | | | | | | (639) | | | | | | 688 | | | | | | 954 | | | | | | 1,219 | | |
Software 2019
|
| | | | 3,541 | | | | | | 20% | | | | | | (1,006) | | | | | | 2,535 | | | | | | 3,243 | | | | | | — | | |
| | | | | 4,868 | | | | | | | | | | | | (1,645) | | | | | | 3,223 | | | | | | 4,197 | | | | | | 1,219 | | |
| | |
Annual
depreciation rate |
| |
December 31,
2019 |
| |
Additions
|
| |
Write-offs
|
| |
December 31,
2020 |
| |||||||||||||||
Internally developed software
|
| | | | | | | | | | 4,868 | | | | | | — | | | | | | — | | | | | | 4,868 | | |
software – Smarkio
|
| | | | | | | | | | — | | | | | | 25,926 | | | | | | — | | | | | | 25,926 | | |
Customer portfolio – Smarkio
|
| | | | | | | | | | — | | | | | | 5,586 | | | | | | — | | | | | | 5,586 | | |
Non-competition – Smarkio
|
| | | | | | | | | | — | | | | | | 3,234 | | | | | | — | | | | | | 3,234 | | |
Cost
|
| | | | | | | | | | 4,868 | | | | | | 34,746 | | | | | | — | | | | | | 39,614 | | |
Internally developed software
|
| | | | 20.00% | | | | | | (671) | | | | | | (974) | | | | | | | | | | | | (1,645) | | |
Software – Smarkio
|
| | | | 20.00% | | | | | | — | | | | | | (432) | | | | | | | | | | | | (432) | | |
Customer portfolio – Smarkio
|
| | | | 50.00% | | | | | | — | | | | | | (233) | | | | | | | | | | | | (233) | | |
Non-compete – Smarkio
|
| | | | 25.00% | | | | | | — | | | | | | (67) | | | | | | | | | | | | (67) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (671) | | | | | | (1,706) | | | | | | — | | | | | | (2,376) | | |
Total
|
| | | | | | | | | | 4,197 | | | | | | 37,238 | | | | | | — | | | | | | 37,238 | | |
| | |
Annual
depreciation rate |
| |
January 1,
2019 |
| |
Additions
|
| |
Write-offs
|
| |
December 31,
2019 |
| |||||||||||||||
Internally developed software
|
| | | | | | | | | | 1,327 | | | | | | 3,541 | | | | | | — | | | | | | 4,868 | | |
Cost
|
| | | | | | | | | | 1,327 | | | | | | 3,541 | | | | | | — | | | | | | 4,868 | | |
Internally developed software
|
| | | | 20.00% | | | | | | (108) | | | | | | (563) | | | | | | | | | | | | (671) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (108) | | | | | | (563) | | | | | | — | | | | | | (671) | | |
Total
|
| | | | | | | | | | 1,219 | | | | | | 2,978 | | | | | | — | | | | | | 4,197 | | |
Type
|
| |
Guarantee
|
| |
Maturity
|
| |
Annual charges
|
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||
Working capital – Banco Itaú (i) and
Banco Safra |
| |
Credit from short-
term financial investment |
| | | | 10/23/2023 | | | |
10% to 13%
|
| | | | 11,470 | | | | | | 117 | | | | | | 286 | | |
Checking account negative balance
|
| |
—
|
| | | | — | | | |
11% to 15%
|
| | | | — | | | | | | — | | | | | | 47 | | |
Overdraft account
|
| |
—
|
| | | | — | | | |
35.42%
|
| | | | — | | | | | | — | | | | | | 699 | | |
Overdraft account
|
| |
—
|
| | | | — | | | |
16.76%
|
| | | | — | | | | | | 845 | | | | | | — | | |
Advanced receivables
|
| |
Advanced
receivable |
| | | | | | | |
1.4% to 2%
|
| | | | — | | | | | | — | | | | | | 383 | | |
| | | | | | | | | | | | | | | | | 11,470 | | | | | | 962 | | | | | | 1,415 | | |
Current liability
|
| | | | | | | | | | | | | | | | 3,179 | | | | | | 962 | | | | | | 1,297 | | |
Non-current liability
|
| | | | | | | | | | | | | | | | 8,291 | | | | | | — | | | | | | 118 | | |
Year
|
| |
Amount (R$)
|
| |||
2022
|
| | | | 4,525 | | |
2023
|
| | | | 3,766 | | |
| | | | | 8,291 | | |
| | |
Maturity
|
| |
Annual
charges |
| |
December 31,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||||||||
Lease liabilities – IFRS 16 – headquarters
|
| | | | 2/2/2015 | | | | | | 10.69% | | | | | | 2,673 | | | | | | 130 | | | | | | 425 | | |
Lease liabilities – IFRS 16 – vehicles
|
| | | | 11/26/2022 | | | | | | 10.69% | | | | | | 227 | | | | | | — | | | | | | — | | |
Lease liabilities – IFRS 16 – Smarkio
|
| | | | 9/1/2023 | | | | | | 15.39% | | | | | | 264 | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | |
|
3,164
|
| | | |
|
130
|
| | | | | 425 | | |
Current liability
|
| | | | | | | | | | | | | | | | 668 | | | | | | 130 | | | | | | 295 | | |
Non-current liability
|
| | | | | | | | | | | | | | | | 2,496 | | | | | | — | | | | | | 130 | | |
Year
|
| |
Amount (R$)
|
| |||
2022
|
| | | | 743 | | |
2023
|
| | | | 836 | | |
2024
|
| | | | 773 | | |
2025
|
| | | | 144 | | |
| | | | | 2,496 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Consideration to be transferred – Smarkio Tecnologia S.A.(i)
|
| | | | 61,464 | | | | | | | | | | | | | | |
Total Consideration
|
| | | | 61,464 | | | | | | — | | | | | | — | | |
Selling Shareholder
|
| |
Percentage
|
| |
Total consideration to be transferred to
|
| ||||||
Smarkio S.A. (Portugal)
|
| | | | 60.0% | | | | | | 36,894 | | |
Fernando Nigri Wolff
|
| | | | 20.0% | | | | | | 12,285 | | |
Alexandre Rocha Oliveira
|
| | | | 20.0% | | | | | | 12,285 | | |
| | | | | 100.0% | | | | | | 61,464 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Shareholders’ loans
|
| | | | — | | | | | | 57 | | | | | | 501 | | |
| | | | | — | | | | | | 57 | | | | | | 501 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
4TI Participações (loan with a related party)(i)
|
| | | | 9,828 | | | | | | — | | | | | | — | | |
| | | | | 9,828 | | | | | | — | | | | | | — | | |
Current portion
|
| | | | 2,442 | | | | | | — | | | | | | — | | |
Noncurrent one
|
| | | | 7,386 | | | | | | — | | | | | | — | | |
Year
|
| |
Amount (R$)
|
| |||
2022
|
| | | | 2,664 | | |
2023
|
| | | | 2,906 | | |
2024
|
| | | | 1,816 | | |
| | | | | 7,386 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Software Use Licensing
|
| | | | 22,752 | | | | | | 12,411 | | |
Professional Services
|
| | | | 3,769 | | | | | | 1,145 | | |
| | | | | 26,521 | | | | | | 13,556 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Personnel
|
| | | | (14,227) | | | | | | (4,243) | | |
Third party services
|
| | | | (7,086) | | | | | | (3,694) | | |
Infrastructure and data processing
|
| | | | (10,713) | | | | | | (5,080) | | |
Depreciation and amortization
|
| | | | (2,569) | | | | | | (1,116) | | |
Building common charges
|
| | | | (341) | | | | | | (439) | | |
Taxes
|
| | | | (680) | | | | | | (501) | | |
Utilities and services
|
| | | | (115) | | | | | | (112) | | |
Other costs and expenses
|
| | | | (281) | | | | | | (492) | | |
| | | | | (36,012) | | | | | | (15,677) | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Cost of services provided
|
| | | | (13,603) | | | | | | (7,804) | | |
Sales and marketing expenses
|
| | | | (6,355) | | | | | | (3,224) | | |
General and administrative expenses
|
| | | | (16,054) | | | | | | (4,649) | | |
| | | | | (36,012) | | | | | | (15,677) | | |
Financial revenue
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Discounts obtained
|
| | | | 30 | | | | | | 79 | | |
Interest gain
|
| | | | 53 | | | | | | 7 | | |
Yield from financial investment
|
| | | | 156 | | | | | | 112 | | |
| | | | | 239 | | | | | | 198 | | |
Financial expenses
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Discounts granted
|
| | | | (7) | | | | | | (32) | | |
Bank fees
|
| | | | (37) | | | | | | (102) | | |
Interest and fines
|
| | | | (149) | | | | | | (227) | | |
Interest on lease liabilities
|
| | | | (256) | | | | | | (31) | | |
Interest on loans with related parties
|
| | | | (329) | | | | | | — | | |
Interest on loans and financing
|
| | | | (414) | | | | | | (318) | | |
Taxes of financial transactions
|
| | | | (77) | | | | | | (75) | | |
Losses incurred with investment
|
| | | | (12) | | | | | | (9) | | |
Exchange variation losses
|
| | | | (137) | | | | | | (102) | | |
| | | | | (1,418) | | | | | | (896) | | |
Net financial income (expenses)
|
| | | | (1,179) | | | | | | (698) | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Current income and social contribution taxes
|
| | | | 301 | | | | | | — | | |
Total income and social contribution taxes
|
| | |
|
301
|
| | | |
|
—
|
| |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Loss before income and social contribution taxes
|
| | | | (11,159) | | | | | | (3,383) | | |
Basic rate
|
| | | | 0% | | | | | | 0% | | |
Income and social contribution taxes
|
| | | | — | | | | | | — | | |
Income and social contribution taxes determined by the deemed income
method in the subsidiary |
| | | | (301) | | | | | | — | | |
Tax expenses
|
| | | | (301) | | | | | | — | | |
Effective rate
|
| | | | 2.70% | | | | | | 0% | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Provision for labor, tax and civil contingencies
|
| | | | 148 | | | | | | 176 | | |
Allowance for doubtful accounts
|
| | | | 121 | | | | | | — | | |
Tax loss carryforwards
|
| | | | 4,011 | | | | | | 607 | | |
| | | | | 4,280 | | | | | | 783 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||||||||||||||||||||||||||||||||||||||
| | |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |||||||||||||||||||||||||||
Assets | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 22,094 | | | | | | 858 | | | | | | 22,094 | | | | | | 3,778 | | | | | | 108 | | | | | | 3,778 | | | | | | 156 | | | | | | 8 | | | | | | 156 | | |
Accounts receivable
|
| | | | — | | | | | | 12,048 | | | | | | — | | | | | | — | | | | | | 2,400 | | | | | | — | | | | | | — | | | | | | 1,528 | | | | | | — | | |
| | | | | 22,094 | | | | | | 12,906 | | | | | | 22,094 | | | | | | 3,778 | | | | | | 2,508 | | | | | | 3,778 | | | | | | 156 | | | | | | 1,536 | | | | | | 156 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | — | | | | | | 3,440 | | | | | | — | | | | | | — | | | | | | 2,092 | | | | | | — | | | | | | — | | | | | | 877 | | | | | | — | | |
Loans and financing
|
| | | | — | | | | | | 11,470 | | | | | | — | | | | | | — | | | | | | 962 | | | | | | — | | | | | | — | | | | | | 1,415 | | | | | | — | | |
Lease liabilities
|
| | | | — | | | | | | 3,164 | | | | | | — | | | | | | — | | | | | | 130 | | | | | | — | | | | | | — | | | | | | 425 | | | | | | — | | |
Consideration to former shareholders
|
| | | | — | | | | | | 61,464 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Items to be paid in installments
|
| | | | — | | | | | | 1,724 | | | | | | — | | | | | | — | | | | | | 2,178 | | | | | | — | | | | | | — | | | | | | 1,912 | | | | | | — | | |
| | | | | — | | | | |
|
81,262
|
| | | | | — | | | | | | — | | | | |
|
5,362
|
| | | | | — | | | | | | — | | | | |
|
4,629
|
| | | | | — | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Cash and cash equivalents
|
| | | | 2 | | | | | | 2 | | | | | | 2 | | |
Cash at banks and short-term financial investment
|
| | | | 22,950 | | | | | | 3,884 | | | | | | 162 | | |
Accounts receivable
|
| | | | 12,048 | | | | | | 2,400 | | | | | | 1,528 | | |
| | | | | 35,000 | | | | | | 6,286 | | | | | | 1,692 | | |
Non-derivative financial liabilities
|
| |
Book
value |
| |
Contract
value |
| |
Up to 12
months |
| |
1-2
years |
| |
2-3
years |
| |
>3
years |
| ||||||||||||||||||
Trade accounts payable and other payables
|
| | | | 40,317 | | | | | | 40,317 | | | | | | 37,024 | | | | | | 3,293 | | | | | | — | | | | | | — | | |
Loans and financing
|
| | | | 11,470 | | | | | | 13,399 | | | | | | 4,277 | | | | | | 5,186 | | | | | | 3,936 | | | | | | — | | |
Lease liabilities
|
| | | | 3,164 | | | | | | 3,889 | | | | | | 971 | | | | | | 969 | | | | | | 972 | | | | | | 978 | | |
Items to be paid in installments
|
| | | | 1,724 | | | | | | 1,724 | | | | | | 532 | | | | | | 495 | | | | | | 297 | | | | | | 401 | | |
| | | | | 56,675 | | | | | | 59,329 | | | | | | 42,804 | | | | | | 9,943 | | | | | | 5,205 | | | | | | 1,379 | | |
Assets with variable rates
|
| |
2020
|
| |
2019
|
| ||||||
Financial assets
|
| | | | 22,094 | | | | | | 3,777 | | |
Operation
|
| |
Balance as
at Dec. 31, 2020 |
| |
Risk
|
| |
Scenario I
(probable) |
| |
Scenario II
|
| |
Scenario III
|
| |||
(In thousands of Brazilian reais)
|
| | | | | | |||||||||||||
Interest subject to variation
|
| | | | 22,094 | | | |
Decrease in CDI
|
| |
2.75%
|
| |
2.06%
|
| |
1.38%
|
|
Change in the return of financial investment
|
| | | | | | | | | | |
516 to 638
|
| |
387 to 478
|
| |
258 to 319
|
|
| | |
December 31, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||
Trade accounts payable and other payables
|
| | | | 40,318 | | | | | | 2,092 | | | | | | 877 | | |
Loans and financing
|
| | | | 11,470 | | | | | | 962 | | | | | | 1,415 | | |
Lease liabilities
|
| | | | 3,163 | | | | | | 130 | | | | | | 425 | | |
Items to be paid in installments
|
| | | | 1,725 | | | | | | 2,178 | | | | | | 1,912 | | |
Financial liabilities
|
| | | | 56,676 | | | | | | 5,362 | | | | | | 4,629 | | |
Cash and cash equivalents
|
| | | | (22,952) | | | | | | (3,886) | | | | | | (164) | | |
Net cash
|
| | | | 33,724 | | | | | | 1,476 | | | | | | 4,465 | | |
Total equity
|
| | | | 953 | | | | | | 4,558 | | | | | | (1,470) | | |
Net cash to equity ratio (%)
|
| | | | 35.39 | | | | | | 0.32 | | | | | | (3.04) | | |
Non-cash items:
|
| |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Decrease in property, plant and equipment due to loss
|
| | | | — | | | | | | 87 | | |
Decrease in property, plant and equipment due to donation
|
| | | | 10 | | | | | | — | | |
Transfer of property, plant and equipment due to a combination of businesses
|
| | | | (394) | | | | | | — | | |
Transfer of right-of-use related to the Smarkio acquisition
|
| | | | (231) | | | | | | — | | |
Increase in property, plant and equipment due to lease rights-of-use established by IFRS 16
|
| | | | (2,743) | | | | | | — | | |
Transfer of intangible assets due to a combination of businesses
|
| | | | (1) | | | | | | — | | |
| | | | | (3,359) | | | | | | 87 | | |
Coverage
|
| |
Coverage limit
|
| |||
Professional Civil Liability
|
| | | | 5,000 | | |
Dishonest Acts of Employees
|
| | | | 500 | | |
Pain and Suffering Damages
|
| | | | 5,000 | | |
Physical Injure
|
| | | | 5,000 | | |
Intellectual Property
|
| | | | 5,000 | | |
Loss or Theft of Documents
|
| | | | 5,000 | | |
Court Attendance
|
| | | | 5,000 | | |
Image Recovery Costs
|
| | | | 5,000 | | |
New Subsidiary Companies
|
| | | | 5,000 | | |
Saving Expenses
|
| | | | 5,000 | | |
Material Damage
|
| | | | 5,000 | | |
Jointly Liability
|
| | | | 500 | | |
Coverage
|
| |
Coverage limit
|
| |||
Emergency Costs
|
| | | | 10,000 | | |
Investigation Costs
|
| | | | 10,000 | | |
Forfeiture of Assets
|
| | | | 10,000 | | |
Deporting, Extradition and Liberty Restriction
|
| | | | 10,000 | | |
Checking Account Blockage (Online Attachment)
|
| | | | 10,000 | | |
Unavailability of Assets and Rights
|
| | | | 10,000 | | |
Pain and Suffering Damages
|
| | | | 10,000 | | |
Compensation for Material Damage and Physical Injure
|
| | | | 10,000 | | |
Undue Labor Practices
|
| | | | 10,000 | | |
Errors and Omission
|
| | | | 10,000 | | |
Extension of the Complementary Term for Insured Retired Person and Voluntary Resignation
|
| | | | 10,000 | | |
Subsidiaries and New Subsidiaries
|
| | | | 10,000 | | |
Coverage for Internal Lawyers
|
| | | | 10,000 | | |
Coverage for Saving Expenses
|
| | | | 10,000 | | |
Coverage for Internal Accountants, Risk Manager and Internal Auditors
|
| | | | 10,000 | | |
Coverage for External Entities
|
| | | | 10,000 | | |
Coverage for Managers due to Legal Reasons
|
| | | | 10,000 | | |
Liability for Taxes
|
| | | | 10,000 | | |
Coverage
|
| |
Coverage limit
|
| |||
Additional coverage for accidental death
|
| | | | 1,295 | | |
Total or partial permanent disability due to accident
|
| | | | 1,295 | | |
Death
|
| | | | 1,295 | | |
Permanent and total function disability due to illness
|
| | | | 1,295 | | |
Death of spouse
|
| | | | 388 | | |
Death of children
|
| | | | 129 | | |
Termination amounts
|
| | | | 129 | | |
Funeral allowance
|
| | | | 3 | | |
Coverage
|
| |
Coverage limit
|
| |||
Additional coverage for accidental death
|
| | | | 271 | | |
Total or partial permanent disability due to accident
|
| | | | 271 | | |
Death
|
| | | | 271 | | |
Permanent and total function disability due to illness
|
| | | | 271 | | |
Death of spouse
|
| | | | 81 | | |
Death of children
|
| | | | 27 | | |
Termination amounts
|
| | | | 27 | | |
Funeral allowance
|
| | | | 5 | | |
| | | |
Tel.: +55 11 3848 5880
Fax: + 55 11 3045 7363 www.bdo.com.br |
| |
Rua Major Quedinho 90
Consolação — São Paulo, SP — Brasil 01050-030 |
|
| | |
Note
|
| |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and Cash Equivalents
|
| | | | 4 | | | | | | 1,958 | | | | | | 2,828 | | | | | | 1,497 | | |
Accounts Receivable
|
| | | | 5 | | | | | | 9,992 | | | | | | 2,903 | | | | | | 1,134 | | |
Advances
|
| | | | 6 | | | | | | 134 | | | | | | 10 | | | | | | 1 | | |
Prepaid Expenses
|
| | | | 6 | | | | | | 26 | | | | | | 93 | | | | | | 98 | | |
Total Current Assets | | | | | | | | | | | 12,110 | | | | | | 5,834 | | | | | | 2,730 | | |
Noncurrent Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, Plant and Equipment
|
| | | | 7 | | | | | | 625 | | | | | | 589 | | | | | | 454 | | |
Intangible Assets
|
| | | | | | | | | | 1 | | | | | | 1 | | | | | | 1 | | |
Total Noncurrent Assets
|
| | | | | | | | | | 626 | | | | | | 590 | | | | | | 455 | | |
Total Assets
|
| | | | | | | | | | 12,736 | | | | | | 6,424 | | | | | | 3,185 | | |
Liabilities and Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Current Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade Accounts Payable
|
| | | | 8 | | | | | | 908 | | | | | | 306 | | | | | | 59 | | |
Leases
|
| | | | 9 | | | | | | 108 | | | | | | 85 | | | | | | 51 | | |
Employees’ Pay and Related Charges
|
| | | | 10 | | | | | | 903 | | | | | | 275 | | | | | | 67 | | |
Taxes Payable
|
| | | | 11 | | | | | | 361 | | | | | | 57 | | | | | | 26 | | |
Income Taxes Payable
|
| | | | 11 | | | | | | 1,042 | | | | | | 300 | | | | | | 140 | | |
Other Payables
|
| | | | 12 | | | | | | 7 | | | | | | 1 | | | | | | 226 | | |
Dividends Payable
|
| | | | 13 | | | | | | 3,300 | | | | | | | | | | | | — | | |
Deferred Revenue
|
| | | | 14 | | | | | | 85 | | | | | | 7 | | | | | | 3 | | |
Total Current Liabilities
|
| | | | | | | | | | 6,714 | | | | | | 1,031 | | | | | | 572 | | |
Noncurrent Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Leases
|
| | | | 9 | | | | | | 163 | | | | | | 261 | | | | | | 280 | | |
Total Noncurrent Liabilities
|
| | | | | | | | | | 163 | | | | | | 261 | | | | | | 280 | | |
Equity
|
| | | | 15 | | | | | | | | | | | | | | | | | | | | |
Capital
|
| | | | | | | | | | 267 | | | | | | 160 | | | | | | 160 | | |
Income Reserve
|
| | | | | | | | | | 5,592 | | | | | | 4,972 | | | | | | 2,173 | | |
Equity Attributed to the Controlling Shareholders
|
| | | | | | | | | | 5,859 | | | | | | 5,132 | | | | | | 2,333 | | |
Total Liabilities and Equity
|
| | | | | | | | | | 12,736 | | | | | | 6,424 | | | | | | 3,185 | | |
| | |
Note
# |
| |
November 30,
2020 |
| |
December 31,
2019 |
| |||||||||
Net revenue
|
| | | | 16 | | | | | | 27,835 | | | | | | 10,152 | | |
Cost of services provided
|
| | | | 17 | | | | | | (5,079) | | | | | | (2,454) | | |
Gross income
|
| | | | | | | | | | 22,756 | | | | | | 7,698 | | |
Operating expenses
|
| | | | | | | | | | | | | | | | | | |
Sales and marketing expenses
|
| | | | 18 | | | | | | (1,680) | | | | | | (371) | | |
General and administrative expenses
|
| | | | 18 | | | | | | (1,884) | | | | | | (1,062) | | |
Operating revenue and expenses
|
| | | | 18 | | | | | | (2,330) | | | | | | (1,565) | | |
| | | | | | | | | | | (5,894) | | | | | | (2,998) | | |
Income before financial income (expenses)
|
| | | | | | | | | | 16,862 | | | | | | 4,700 | | |
Financial revenue
|
| | | | 19 | | | | | | 87 | | | | | | 74 | | |
Financial expenses
|
| | | | 19 | | | | | | (96) | | | | | | (66) | | |
Income before income and social contribution taxes
|
| | | | | | | | | | 16,853 | | | | | | 4,708 | | |
Current income and social contribution taxes
|
| | | | 20 | | | | | | (3,249) | | | | | | (1,109) | | |
Income for the year
|
| | | | | | | | |
|
13,604
|
| | | |
|
3,599
|
| |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Comprehensive income | | | | | | | | | | | | | |
Income for the year
|
| | | | 13,604 | | | | | | 3,599 | | |
Total comprehensive income
|
| | | | 13,604 | | | | | | 3,599 | | |
Total comprehensive income attributed to: | | | | | | | | | | | | | |
Controlling shareholders
|
| | | | 13,604 | | | | | | 3,599 | | |
| | | | | 13,604 | | | | | | 3,599 | | |
| | |
Capital
|
| |
Income
reserve |
| |
Income for
the year |
| |
Total
|
| ||||||||||||
Balances as at January 1, 2019
|
| | | | 160 | | | | | | 2,173 | | | | | | — | | | | | | 2,333 | | |
Income for the year
|
| | | | | | | | | | | | | | | | 3,599 | | | | | | 3,599 | | |
Use of funds: | | | | | | | | | | | | | | | | | | | | | | | | | |
Recognition of an income reserve
|
| | | | | | | | | | 2,799 | | | | | | (2,799) | | | | | | — | | |
Distribution of dividends
|
| | | | | | | | | | | | | | | | (800) | | | | | | (800) | | |
Balances as at December 31, 2019
|
| | | | 160 | | | | | | 4,972 | | | | | | — | | | | | | 5,132 | | |
Increase in capital
|
| | |
|
107
|
| | | | | | | | | | | | | | | |
|
107
|
| |
Income for the year
|
| | | | | | | | | | | | | | | | 13,604 | | | | | | 13,604 | | |
Use of funds: | | | | | | | | | | | | | | | | | | | | | | | | | |
Recognition of an income reserve
|
| | | | | | | | | | 620 | | | | | | (620) | | | | | | — | | |
Distribution of dividends
|
| | | | | | | | | | | | | | | | (12,984) | | | | | | (12,984) | | |
Balances as at November 30, 2020
|
| | | | 267 | | | | | | 5,592 | | | | | | — | | | | | | 5,859 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Cash flows from operating activities | | | | | | | | | | | | | |
Income before income and social contribution taxes
|
| | | | 16,853 | | | | | | 4,708 | | |
Adjustment to reconcile income before income and social contribution to net cash used in operating activities:
|
| | | | | | | | | | | | |
Recognition of interest paid on leases
|
| | | | 84 | | | | | | 94 | | |
Depreciation and amortization
|
| | | | 143 | | | | | | 105 | | |
Credit overdue and not settled
|
| | | | — | | | | | | 77 | | |
| | | | | 227 | | | | | | 276 | | |
(Decrease)/increase in assets | | | | | | | | | | | | | |
Trade accounts receivable
|
| | | | (7,089) | | | | | | (1,846) | | |
Advances
|
| | | | (124) | | | | | | (9) | | |
Prepaid expenses
|
| | | | 67 | | | | | | 5 | | |
Increase/(decrease) in liabilities | | | | | | | | | | | | | |
Trade accounts payable
|
| | | | 602 | | | | | | 247 | | |
Employees’ pay and related charges
|
| | | | 628 | | | | | | 208 | | |
Taxes payable
|
| | | | 304 | | | | | | 31 | | |
Anticipated revenue
|
| | | | 78 | | | | | | 4 | | |
Other payables
|
| | | | 6 | | | | | | (225) | | |
Cash used in operating activities
|
| | | | (5,528) | | | | | | (1,585) | | |
Payment of interest
|
| | | | (41) | | | | | | (47) | | |
Income and social contribution taxes paid
|
| | | | (2,507) | | | | | | (949) | | |
Net cash provided by (used in) operating activities
|
| | | | 9,004 | | | | | | 2,403 | | |
Cash flows from investing activities | | | | | | | | | | | | | |
Purchase of property, plant and equipment
|
| | | | (179) | | | | | | (164) | | |
Net funds used in investing activities
|
| | | | (179) | | | | | | (164) | | |
Cash flows from financing activities
|
| | | | | | | | | | | | |
From financing activities with third-parties
|
| | | | | | | | | | | | |
Payment of leases
|
| | | | (118) | | | | | | (108) | | |
Cash provided by financing activities with third-parties
|
| | | | (118) | | | | | | (108) | | |
From financing activities with shareholders and related parties Increase in capital
|
| | | | 107 | | | | | | — | | |
Dividends paid
|
| | | | (9,684) | | | | | | (800) | | |
Cash provided by financing activities with shareholders
|
| | | | (9,577) | | | | | | (800) | | |
Funds provided by financing activities
|
| | | | (9,695) | | | | | | (908) | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (870) | | | | | | 1,331 | | |
Cash and cash equivalents | | | | | | | | | | | | | |
Cash at beginning of year
|
| | | | 2,828 | | | | | | 1,497 | | |
Cash at end of year
|
| | | | 1,958 | | | | | | 2,828 | | |
Net increase/(decrease) in cash and cash equivalents
|
| | | | (870) | | | | | | 1,331 | | |
| | |
December 31, 2020
|
| |
December 31, 2019
|
| ||||||
Net revenues | | | | | | | | | | | | | |
Software use licensing
|
| | | | 15,482 | | | | | | 6,937 | | |
Professional services
|
| | | | 12,353 | | | | | | 3,215 | | |
| | | | | 27,835 | | | | | | 10,152 | | |
Type of Service
|
| |
Moment of the fulfillment of performance
obligations, including significant payment terms |
| |
Revenue recognition policy
|
|
Software use licensing
|
| | Such revenue is based mainly on a variable amount charged for the use of the platform (SAAS) according to the sales agreements executed with customers. It is monthly recognized starting the moment the access to the platform is made available until cancellation. There are also additional services, such as triggering of messages, user licenses and third party SAAS services. The use of those services is measured according to the individual volume consumed. Revenue is based on those volumes and on the unit values established in sales agreement, monthly recognized according to the use. The issuance of invoices is made at the beginning of the month following the use. There are some cases where customers validate the amounts before the issuance of invoices. Receivables are collected from 15 to 90 days after billing. | | | Revenue is recognized when the services are transferred to the customer at an amount that reflects the consideration expected to be received in exchange for those products or services. Revenue is recognized at gross value, considering the taxation to be paid to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers depending on certain recognition criteria. The agreements of the Company with customers do not establish the right of items being returned nor grant them ownership rights to the licensed software. | |
Professional services
|
| | Revenue from professional services is based on the provision of information technology related services, focused on the integration and maintenance of the platform (software). The amounts billed are usually based on the hour/labor price established in the sales agreement, multiplied by the number of hours worked. Revenue recognition takes place according to the delivery of the services or adjusted by the percentage of completion. However, the issuance of invoices is previously made at the moment of execution of the contract or sales proposal. Receivables are collected from 15 to 90 days after billing. | | | Revenue is recognized when the services are transferred to customers at an amount that reflects the consideration expected to be received in exchange for those services. Revenue is recognized at gross value, considering the taxation to be paid later to governmental authorities. The amounts billed are recorded in accounts receivable or advances from customers, depending on certain recognition criteria. | |
|
Financial assets measured at FVTPL
|
| | After initial measurement, they are carried at fair value. Net revenue, including interest or dividends, is recognized in the statement of income. | |
|
Financial assets recognized at amortized cost
|
| | After initial measurement, they are measured at amortized cost according to the effective interest rate method and impairment is deducted from amortized cost. Revenue from interest received, foreign exchange gains and impairment losses is recognized in the statement of income. Any earnings or losses determined in reversals are also carried in the statement of income. | |
| | |
Annual depreciation
rate |
| |
Useful lives of
assets |
| |||
Furniture and fixtures
|
| | | | 10.00% | | | |
10 years
|
|
Computers and peripherals
|
| | | | 20.00% | | | |
5 years
|
|
Leasehold improvements
|
| | | | 10.00% | | | |
10 years
|
|
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | | | | | | | 2,730 | | | | | | — | | | | | | 2,730 | | |
Property, plant and equipment
|
| | | | (i) | | | | | | 123 | | | | | | 331 | | | | | | 454 | | |
Other Non-current assets
|
| | | | | | | | | | 1 | | | | | | — | | | | | | 1 | | |
Total non-current assets
|
| | | | | | | | | | 124 | | | | | | 331 | | | | | | 455 | | |
Total assets
|
| | | | | | | | | | 2,854 | | | | | | 331 | | | | | | 3,185 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Current liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities — IFRS 16
|
| | | | (ii) | | | | | | — | | | | | | 51 | | | | | | 51 | | |
Other current liabilities
|
| | | | | | | | | | 521 | | | | | | — | | | | | | 521 | | |
Total current liabilities
|
| | | | | | | | | | 521 | | | | | | 51 | | | | | | 572 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities — IFRS 16
|
| | | | (ii) | | | | | | — | | | | | | 280 | | | | | | 280 | | |
Total noncurrent liabilities
|
| | | | | | | | | | — | | | | | | 280 | | | | | | 280 | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributed to controlling shareholders
|
| | | | | | | | | | 2,333 | | | | | | — | | | | | | 2,333 | | |
Total liabilities and equity
|
| | | | | | | | | | 2,854 | | | | | | 331 | | | | | | 3,185 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Total current assets
|
| | | | | | | | | | 5,834 | | | | | | — | | | | | | 5,834 | | |
Noncurrent assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Property, plant and equipment
|
| | | | (i) | | | | | | 263 | | | | | | 326 | | | | | | 589 | | |
Other Non-current assets
|
| | | | | | | | | | 1 | | | | | | — | | | | | | 1 | | |
Total noncurrent assets
|
| | | | | | | | | | 264 | | | | | | 326 | | | | | | 590 | | |
Total assets
|
| | | | | | | | | | 6,098 | | | | | | 326 | | | | | | 6,424 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (ii) | | | | | | — | | | | | | 85 | | | | | | 85 | | |
Other current liabilities
|
| | | | | | | | | | 946 | | | | | | — | | | | | | 946 | | |
Total current liabilities
|
| | | | | | | | | | 946 | | | | | | 85 | | | | | | 1,031 | | |
Noncurrent liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Lease liabilities
|
| | | | (ii) | | | | | | — | | | | | | 261 | | | | | | 261 | | |
Total noncurrent liabilities
|
| | | | | | | | | | — | | | | | | 261 | | | | | | 261 | | |
Equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Equity attributed to controlling shareholders
|
| | | | | | | | | | 5,153 | | | | | | (21) | | | | | | 5,132 | | |
Total liabilities and equity
|
| | | | | | | | | | 6,098 | | | | | | 326 | | | | | | 6,424 | | |
| | |
Note #
|
| |
Opening Balance
|
| |
IFRS 16 Remeasurement
|
| |
IFRS
|
| ||||||||||||
Net operating revenue
|
| | | | | | | | | | 10,152 | | | | | | — | | | | | | 10,152 | | |
Cost of services provided
|
| | | | | | | | | | (2,454) | | | | | | — | | | | | | (2,454) | | |
Gross income
|
| | | | | | | | | | 7,698 | | | | | | — | | | | | | 7,698 | | |
General and administrative expenses
|
| | | | (i) | | | | | | (1,089) | | | | | | 27 | | | | | | (1,062) | | |
Other operating expenses
|
| | | | | | | | | | (1,936) | | | | | | — | | | | | | (1,936) | | |
| | | | | | | | | | | (3,024) | | | | | | 27 | | | | | | (2,998) | | |
Net financial result
|
| | | | | | | | | | 57 | | | | | | (48) | | | | | | 8 | | |
Net (loss)/income of the year
|
| | | | | | | | | | 3,620 | | | | | | (21) | | | | | | 3,599 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Cash
|
| | | | 1 | | | | | | — | | | | | | 1 | | |
Cash at banks
|
| | | | 1,860 | | | | | | 399 | | | | | | 123 | | |
Short-term financial investment(i)
|
| | | | 97 | | | | | | 2,429 | | | | | | 1,373 | | |
| | | | | 1,958 | | | | | | 2,828 | | | | | | 1,497 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
|
Investments with Bradesco Invest Facil
|
| |
5% of CDI
|
| |
5% of CDI
|
| |
5% of CDI
|
|
Investment with Santander
|
| |
5% of CDI
|
| |
5% of CDI
|
| |
—
|
|
Investment Bradesco FI CFI
|
| |
94% of CDI
|
| |
94% of CDI
|
| |
—
|
|
Investment with Itaú Premium DI FICFI
|
| |
—
|
| |
—
|
| |
100% of CDI
|
|
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Trade accounts receivables
|
| | | | 10,162 | | | | | | 3,073 | | | | | | 1,227 | | |
(-) Estimated credit losses(i)
|
| | | | (170) | | | | | | (170) | | | | | | (93) | | |
| | | | | 9,992 | | | | | | 2,903 | | | | | | 1,134 | | |
|
As at January 1, 2019
|
| | | | 93 | | |
|
Additions
|
| | | | 77 | | |
|
Amounts reversed — Write-offs
|
| | | | — | | |
|
As at December 31, 2019
|
| | | | 170 | | |
|
Additions
|
| | | | — | | |
|
Amounts reversed — Write-offs
|
| | | | — | | |
|
As at November 30, 2020
|
| | | | 170 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Advances to employees
|
| | | | 87 | | | | | | 6 | | | | | | — | | |
Advances to suppliers
|
| | | | 47 | | | | | | 4 | | | | | | 1 | | |
| | | | | 134 | | | | | | 10 | | | | | | 1 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Prepaid expenses (a)
|
| | | | 26 | | | | | | 93 | | | | | | 98 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Property, plant and equipment (a)
|
| | | | 394 | | | | | | 263 | | | | | | 123 | | |
Right-of-use assets (IFRS 16) (b)
|
| | | | 231 | | | | | | 326 | | | | | | 331 | | |
| | | | | 625 | | | | | | 589 | | | | | | 454 | | |
Description
|
| |
Annual
depreciation rate |
| |
Cost
|
| |
Accumulated
depreciation |
| |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| ||||||||||||||||||
Furniture and fixtures
|
| | | | 10.00% | | | | | | 47 | | | | | | (7) | | | | | | 40 | | | | | | 39 | | | | | | 18 | | |
Computers and peripherals
|
| | | | 20.00% | | | | | | 325 | | | | | | (60) | | | | | | 266 | | | | | | 132 | | | | | | 12 | | |
Leasehold improvements
|
| | | | 10.00% | | | | | | 96 | | | | | | (7) | | | | | | 88 | | | | | | 92 | | | | | | 93 | | |
| | | | | | | | | | | 468 | | | | | | (74) | | | | | | 394 | | | | | | 263 | | | | | | 123 | | |
| | |
Annual
depreciation rate (%) |
| |
December
31, 2019 |
| |
Additions
|
| |
Write-
offs |
| |
November
30, 2020 |
| |||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 41 | | | | | | 6 | | | | | | — | | | | | | 47 | | |
Computers and peripherals
|
| | | | | | | | | | 152 | | | | | | 173 | | | | | | — | | | | | | 325 | | |
Leasehold improvements
|
| | | | | | | | | | 96 | | | | | | — | | | | | | — | | | | | | 96 | | |
Cost | | | | | | | | | | | 289 | | | | | | 179 | | | | | | — | | | | | | 468 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (2) | | | | | | (5) | | | | | | — | | | | | | (7) | | |
Computers and peripherals
|
| | | | 20.00% | | | | | | (20) | | | | | | (40) | | | | | | — | | | | | | (60) | | |
Leasehold improvements
|
| | | | 10.00% | | | | | | (4) | | | | | | (3) | | | | | | — | | | | | | (7) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (26) | | | | | | (48) | | | | | | — | | | | | | (74) | | |
Total | | | | | | | | | | | 263 | | | | | | 131 | | | | | | — | | | | | | 394 | | |
| | |
Annual
depreciation rate (%) |
| |
January
1, 2019 |
| |
Additions
|
| |
Write-offs
|
| |
December
31, 2019 |
| |||||||||||||||
Furniture and fixtures
|
| | | | | | | | | | 18 | | | | | | 23 | | | | | | — | | | | | | 41 | | |
Computers and peripherals
|
| | | | | | | | | | 12 | | | | | | 140 | | | | | | — | | | | | | 152 | | |
Leasehold improvements
|
| | | | | | | | | | 95 | | | | | | 1 | | | | | | — | | | | | | 96 | | |
Cost | | | | | | | | | | | 125 | | | | | | 164 | | | | | | — | | | | | | 289 | | |
Furniture and fixtures
|
| | | | 10.00% | | | | | | (0) | | | | | | (2) | | | | | | — | | | | | | (2) | | |
Computers and peripherals
|
| | | | 20.00% | | | | | | (2) | | | | | | (18) | | | | | | — | | | | | | (20) | | |
Leasehold improvements
|
| | | | 10.00% | | | | | | — | | | | | | (4) | | | | | | — | | | | | | (4) | | |
(-) Accumulated depreciation
|
| | | | | | | | | | (2) | | | | | | (24) | | | | | | — | | | | | | (26) | | |
Total | | | | | | | | | | | 123 | | | | | | 140 | | | | | | — | | | | | | 263 | | |
| | |
November
30, 2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Right-of-use assets (IFRS 16)
|
| | | | 231 | | | | | | 326 | | | | | | 331 | | |
| | |
Annual
amortization rate |
| |
December
31, 2019 |
| |
Additions
|
| |
Write-offs
|
| |
November
30, 2020 |
| |||||||||||||||
Right-of-use assets — São Paulo
|
| | | | | | | | | | 346 | | | | | | — | | | | | | — | | | | | | 346 | | |
Right-of-use assets — Itajubá
|
| | | | | | | | | | 76 | | | | | | — | | | | | | 76 | | | | | | | | |
Cost | | | | | | | | | | | 422 | | | | | | — | | | | | | — | | | | | | 422 | | |
Right-of-use assets — São Paulo
|
| | | | (i) | | | | | | (85) | | | | | | (64) | | | | | | — | | | | | | (149) | | |
Right-of-use assets — Itajubá
|
| | | | (i) | | | | | | (11) | | | | | | (31) | | | | | | — | | | | | | (42) | | |
(-) Accumulated amortization
|
| | | | | | | | | | (81) | | | | | | (95) | | | | | | — | | | | | | (191) | | |
Total | | | | | | | | | | | 326 | | | | | | (95) | | | | | | — | | | | | | 231 | | |
| | |
Annual
amortization rate |
| |
January 1,
2019 |
| |
Additions
|
| |
Write-offs
|
| |
November
30, 2019 |
| |||||||||||||||
Right-of-use assets — São Paulo
|
| | | | | | | | | | 346 | | | | | | — | | | | | | — | | | | | | 346 | | |
Right-of-use assets — Itajubá
|
| | | | | | | | | | — | | | | | | 76 | | | | | | | | | | | | 76 | | |
Cost
|
| | | | | | | | |
|
346
|
| | | |
|
76
|
| | | |
|
—
|
| | | |
|
422
|
| |
Right-of-use assets — São Paulo
|
| | | | (i) | | | | | | (15) | | | | | | (70) | | | | | | | | | | | | (85) | | |
Right-of-use assets — Itajubá
|
| | | | (i) | | | | | | — | | | | | | (11) | | | | | | | | | | | | (11) | | |
(-) Accumulated amortization
|
| | | | | | | | | | — | | | | | | (81) | | | | | | — | | | | | | (96) | | |
Total | | | | | | | | | | | 331 | | | | | | 326 | | | | | | — | | | | | | 326 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Domestic trade accounts payable
|
| | | | 908 | | | | | | 306 | | | | | | 59 | | |
| | | | | 908 | | | | | | 306 | | | | | | 59 | | |
| | |
Maturity
|
| |
Annual
charges |
| |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||||||||
Lease liabilities IFRS 16 — Smarkio São Paulo
|
| | | | 01/09/2023 | | | | | | 15.39% | | | | | | 233 | | | | | | 281 | | | | | | 331 | | |
Lease liabilities IFRS 16 — Smarkio Itajubá
|
| | | | 01/11/2021 | | | | | | 15.39% | | | | | | 38 | | | | | | 66 | | | | | | — | | |
| | | | | | | | | | | | | | | | | 271 | | | | | | 347 | | | | | | 331 | | |
Current liability
|
| | | | | | | | | | | | | | | | 108 | | | | | | 85 | | | | | | 51 | | |
Noncurrent liability
|
| | | | | | | | | | | | | | | | 163 | | | | | | 261 | | | | | | 280 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Balances as at January 1
|
| | | | 346 | | | | | | 331 | | |
New lease liabilities
|
| | | | - | | | | | | 76 | | |
Payment of principal
|
| | | | (118) | | | | | | (108) | | |
Payment of interest
|
| | | | (41) | | | | | | (47) | | |
Interest accrued for
|
| | | | 84 | | | | | | 94 | | |
Balances as at December 31
|
| | | | 271 | | | | | | 346 | | |
Year
|
| |
Amount
|
| |||
2021
|
| | | | 6 | | |
2022
|
| | | | 83 | | |
2023
|
| | | | 74 | | |
| | | | | 163 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Employees’ pay and related charges
|
| | | | 341 | | | | | | 148 | | | | | | 38 | | |
Provision for vacations and 13th salaries
|
| | | | 562 | | | | | | 127 | | | | | | 29 | | |
| | | | | 903 | | | | | | 275 | | | | | | 67 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Contribution for the Social Integration Program (PIS)
|
| | | | 27 | | | | | | 1 | | | | | | 1 | | |
Contribution for Social Security Funding (COFINS)
|
| | | | 124 | | | | | | 3 | | | | | | 3 | | |
Services Tax (ISS)
|
| | | | 107 | | | | | | 39 | | | | | | 19 | | |
Other
|
| | | | 103 | | | | | | 14 | | | | | | 3 | | |
| | | | | 361 | | | | | | 57 | | | | | | 26 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Corporate Income Tax (IRPJ)
|
| | | | 783 | | | | | | 228 | | | | | | 104 | | |
Social Contribution Tax (CSLL)
|
| | | | 259 | | | | | | 72 | | | | | | 36 | | |
| | | | | 1,042 | | | | | | 300 | | | | | | 140 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Other payables(a)
|
| | | | 7 | | | | | | 1 | | | | | | 226 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Dividends payable(a)
|
| | | | 3,300 | | | | | | — | | | | | | — | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Deferred revenue
|
| | | | 85 | | | | | | 7 | | | | | | 3 | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| |
January 1,
2019 |
| |||||||||
Capital stock
|
| | | | 266,600 | | | | | | 160,000 | | | | | | 160,000 | | |
| | |
November 30, 2020
|
| |
December 31, 2019
|
| ||||||
Software Development and Licensing
|
| | | | 15,482 | | | | | | 6,937 | | |
Professional Services
|
| | | | 12,353 | | | | | | 3,215 | | |
| | | | | 27,835 | | | | | | 10,152 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Costs of cloud infrastructure
|
| | | | (732) | | | | | | (454) | | |
Licensing costs(a)
|
| | | | (1,054) | | | | | | (615) | | |
Costs of other technologies
|
| | | | (283) | | | | | | (77) | | |
Costs of AI cloud services
|
| | | | (139) | | | | | | — | | |
Personnel(b) | | | | | (2,871) | | | | | | (1,308) | | |
| | | | | (5,079) | | | | | | (2,454) | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Sales and marketing expenses(a)
|
| | | | (1,680) | | | | | | (371) | | |
General and administrative expenses(b)
|
| | | | (1,884) | | | | | | (1,062) | | |
Operating revenue and expenses(c)
|
| | | | (2,330) | | | | | | (1,565) | | |
| | | | | (5,894) | | | | | | (2,998) | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Other revenue
|
| | | | 58 | | | | | | 1 | | |
Services provided by other parties(a)
|
| | | | (2,364) | | | | | | (1,480) | | |
Taxes and fees
|
| | | | (8) | | | | | | (9) | | |
Other expenses
|
| | | | (16) | | | | | | (77) | | |
| | | | | (2,330) | | | | | | (1,565) | | |
Financial revenue
|
| |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Financial investment yield
|
| | | | 37 | | | | | | 74 | | |
Discounts obtained
|
| | | | 50 | | | | | | 1 | | |
| | | | | 87 | | | | | | 74 | | |
Financial expenses
|
| |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Discounts granted
|
| | | | (6) | | | | | | (3) | | |
Bank fees
|
| | | | (44) | | | | | | (14) | | |
Interest paid and fines
|
| | | | (46) | | | | | | (49) | | |
| | | | | (96) | | | | | | (66) | | |
Net financial revenue (expenses)
|
| | | | (9) | | | | | | 8 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| ||||||
Current income and social contribution taxes
|
| | | | (3,249) | | | | | | (1,109) | | |
| | |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Current income and social contribution taxes
|
| | | | (3,249) | | | | | | (1,109) | | |
Net revenues
|
| | | | 27,835 | | | | | | 10,152 | | |
Tax base — Deemed income (32%)
|
| | | | 9,554 | | | | | | 3,262 | | |
Income Tax — 15%
|
| | | | (1,433) | | | | | | (490) | | |
Surtax — 10%
|
| | | | (956) | | | | | | (326) | | |
Social Contribution Tax — 9%
|
| | | | (860) | | | | | | (293) | | |
Tax expenses
|
| | | | (3,249) | | | | | | (1,109) | | |
Effective rate
|
| | | | (11.67)% | | | | | | (10.92)% | | |
| | |
November 30, 2020
|
| |
December 31, 2019
|
| |
January 1, 2019
|
| |||||||||||||||||||||||||||||||||||||||||||||
Assets
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |
Fair value
through profit or loss |
| |
Amortized
cost |
| |
Level I
|
| |||||||||||||||||||||||||||
Cash and cash equivalents
|
| | | | 97 | | | | | | 1,861 | | | | | | 97 | | | | | | 2,429 | | | | | | 399 | | | | | | 2,429 | | | | | | 1,373 | | | | | | 124 | | | | | | 1,373 | | |
Accounts receivable
|
| | | | — | | | | | | 9,992 | | | | | | — | | | | | | — | | | | | | 2,903 | | | | | | — | | | | | | — | | | | | | 1,134 | | | | | | — | | |
| | | | | 97 | | | | | | 11,853 | | | | | | 97 | | | | | | 2,429 | | | | | | 3,302 | | | | | | 2,429 | | | | | | 1,373 | | | | | | 1,258 | | | | | | 1,373 | | |
Liabilities | | | | | | | | | | | |||||||||||||||||||||||||||||||||||||||||||||
Trade
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
accounts payable
|
| | | | — | | | | | | 908 | | | | | | — | | | | | | — | | | | | | 306 | | | | | | — | | | | | | — | | | | | | 59 | | | | | | — | | |
Lease liabilities
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | — | | | | | | 271 | | | | | | — | | | | | | — | | | | | | 346 | | | | | | — | | | | | | — | | | | | | 331 | | | | | | — | | |
| | | | | — | | | | | | 1,179 | | | | | | — | | | | | | — | | | | | | 652 | | | | | | — | | | | | | — | | | | | | 390 | | | | | | — | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Cash and cash equivalents
|
| | | | 1 | | | | | | — | | | | | | 1 | | |
Cash at banks and short-term financial investment
|
| | | | 1,957 | | | | | | 2,828 | | | | | | 1,496 | | |
Accounts receivable
|
| | | | 9,992 | | | | | | 2,903 | | | | | | 1,134 | | |
Short-term financial investment
|
| | |
|
11,950
|
| | | |
|
5,731
|
| | | |
|
2,631
|
| |
Non-derivative financial liabilities
|
| |
Book value
|
| |
Contract
value |
| |
Up to 12
months |
| |
1-2 years
|
| |
2-3 years
|
| |||||||||||||||
Trade accounts payable and other payables
|
| | | | 908 | | | | | | 908 | | | | | | 908 | | | | | | — | | | | | | | | |
Lease liabilities
|
| | | | 271 | | | | | | 325 | | | | | | 141 | | | | | | 100 | | | | | | 83 | | |
| | | | | 1,179 | | | | | | 1,233 | | | | | | 1,049 | | | | | | 100 | | | | | | 83 | | |
Assets with variable rates
|
| |
2020
|
| |
2019
|
| ||||||
Financial assets
|
| | | | 97 | | | | | | 2,429 | | |
Operation
|
| |
Balance as at
Nov. 30, 2020 |
| |
Risk
|
| |
Scenario I
(probable) |
| |
Scenario II
|
| |
Scenario III
|
| ||||||||||||
Interest subject to variation
|
| | | | 97 | | | |
Decrease in CDI
|
| | | | 2.75% | | | | | | 2.06% | | | | | | 1.38% | | |
Change in the return of financial investment
|
| | | | | | | | | | | | | 3 | | | | | | 2 | | | | | | 1 | | |
| | |
November
30, 2020 |
| |
December
31, 2019 |
| |
January
1, 2019 |
| |||||||||
Trade accounts payable and other payables
|
| | | | 4,215 | | | | | | 307 | | | | | | 285 | | |
Lease liabilities
|
| | | | 271 | | | | | | 346 | | | | | | 331 | | |
| | | | | 4,486 | | | | | | 653 | | | | | | 616 | | |
Cash and cash equivalents
|
| | | | (1,958) | | | | | | (2,828) | | | | | | (1,497) | | |
Net cash
|
| | | | 2,528 | | | | | | (2,175) | | | | | | (881) | | |
Total equity
|
| | | | 5,859 | | | | | | 5,132 | | | | | | 2,333 | | |
Net cash to equity ratio (%)
|
| | | | 43.15% | | | | | | (42.38)% | | | | | | (37.76)% | | |
Non-cash items:
|
| |
November 30,
2020 |
| |
December 31,
2019 |
| ||||||
Increase in property, plant and equipment due to lease use rights established by IFRS 16
|
| | | | — | | | | | | 76 | | |
| | | | | — | | | | | | 76 | | |
|
Fernando Nigri Wolff
Managing Officer |
| |
Francisco Luciano Merege FLM
Assessoria Contábil LTDA |
|
|
Goldman Sachs & Co. LLC
|
| |
Morgan Stanley
|
|
|
Bradesco BBI
|
| |
Itau BBA
|
| |
UBS Investment Bank
|
|
Exhibit No.
|
| |
Description
|
|
21.01** | | | | |
23.01 | | | | |
23.02 | | | | |
23.03 | | | | |
23.04 | | | | |
23.05* | | | Consent of Maples and Calder, Cayman Islands counsel to Zenvia Inc. (included in Exhibit 5.01) | |
24.01** | | | | |
99.01** | | | | |
99.02 | | | |
| | | | Zenvia Inc. | | ||||||
| | | | By: | | |
/s/ Cassio Bobsin
|
| |||
| | | | | | | Name: | | | Cassio Bobsin | |
| | | | | | | Title: | | |
Chief Executive Officer
|
|
| | | | By: | | |
/s/ Renato Friedrich
|
| |||
| | | | | | | Name: | | | Renato Friedrich | |
| | | | | | | Title: | | |
Chief Financial Officer
|
|
| | |
Name
|
| |
Title
|
|
By: | | |
/s/ Cassio Bobsin
Name: Cassio Bobsin
|
| | Chief Executive Officer (principal executive officer) and Director | |
| | | | ||||
By: | | |
/s/ Renato Friedrich
Name: Renato Friedrich
|
| | Chief Financial Officer (principal financial officer and principal accounting officer) | |
| | | | ||||
By: | | |
*
Name: Jorge Steffens
|
| | Director (Chairman) | |
| | | | ||||
By: | | |
*
Name: Carlos Henrique Testolini
|
| | Director | |
| | | | ||||
By: | | |
*
Name: Eduardo Aspesi
|
| | Director | |
| | | | ||||
By: | | |
/s/ Colleen A. De Vries
On behalf of Cogency Global Inc.
Name: Colleen A. De Vries Title: Senior Vice President |
| | Authorized Representative in the United States | |
|
*By: /s/ Cassio Bobsin
Name: Cassio Bobsin Attorney-in-fact |
| |
*By: /s/ Renato Friedrich
Name: Renato Friedrich Attorney-in-fact |
|
Exhibit 3.01
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM AND ARTICLES OF ASSOCIATION
OF
ZENVIA INC.
(adopted
by Special Resolution passed on , 2021)
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
ZENVIA INC.
(adopted by Special Resolution passed on , 2021)
1 | The name of the Company is Zenvia Inc. |
2 | The registered office of the Company shall be at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, or at such other place within the Cayman Islands as the Directors may decide. |
3 | Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted. |
4 | Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act. |
5 | Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed. |
6 | The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
7 | The liability of each Member is limited to the amount from time to time unpaid on such Member's shares. |
8 | The share capital of the Company is US$50,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.00005 each which, at the date on which this Memorandum becomes effective, comprise (i) 500,000,000 Class A Common Shares; (ii) 250,000,000 Class B Common Shares (which Class B Common Shares may be converted into Class A Common Shares in the manner contemplated in these Articles of Association of the Company); and (iii) 250,000,000 shares of such class or classes (howsoever designated) and having the rights as the Board may determine from time to time in accordance with Article 4 of the Articles of Association of the Company, PROVIDED THAT, subject to the Act and the Articles of Association, the Company shall have the power to issue all or any part of its capital, whether original, redeemed, increased or reduced, with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any condition or restriction whatsoever and so that, unless the conditions of issue shall otherwise expressly provide, every issue of shares, whether stated to be common, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided. |
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9 | The Company may exercise the power contained in the Act and its Articles of Association to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction. |
10 | Capitalised terms that are not defined in this Memorandum of Association bear the meaning given in the Articles of Association of the Company. |
3
THE COMPANIES ACT (AS REVISED)
EXEMPTED COMPANY LIMITED BY SHARES
AMENDED AND RESTATED
ARTICLES OF ASSOCIATION
OF
ZENVIA INC.
(adopted by Special Resolution passed on , 2021)
1 | Preliminary |
1.1 | The regulations contained in Table A in the First Schedule of the Act shall not apply to the Company and the following regulations shall be the Articles of Association of the Company. |
1.2 | In these Articles: |
(a) | the following terms shall have the meanings set opposite if not inconsistent with the subject or context: |
“Act” or “Companies Act” | The Companies Act (As Revised) of the Cayman Islands; | |
"Allotment" | shares are taken to be allotted when a person acquires the unconditional right to be included in the Register of Members in respect of those shares; | |
"Affiliate" | in respect of a Person, means any other Person that, directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is Under Common Control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents and children, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly or indirectly, through one or more intermediaries, Controls, is Controlled by, or is Under Common Control with, such entity; |
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"Anti-Corruption Law" | means the Anti-Corruption Act (2019 Revision) of the Cayman Islands, the United States of America Foreign Corrupt Practices Act, any Brazilian law and the laws of any jurisdiction where the Company operates, in each case as amended from time to time, that inhibits or prohibits corruption or the practice of any offer, payment, promise of payment or authorization of payment of any value or other form of property, gift, promise of offer, or authorization to donate anything of value to any governmental agent or any political party or member of a political party or candidate for public office; | |
"Anti-Money Laundering Law" | means the anti-money laundering laws of the Cayman Islands, the United States of America, Brazil and the laws of any other jurisdiction where the Company operates, and regulation derived thereto, in each case as amended from time to time, applicable to the Company; | |
"Articles" | these articles of association of the Company as from time to time amended in accordance with applicable Law and these Articles; | |
"Audit Committee" | the audit committee of the Company formed by the Board pursuant to Article 24 hereof, or any successor of the audit committee; | |
"Authorised Auditor" | means any of the following audit firms, or international entities of the same group, as the case may be: (i) KPMG (ii) Deloitte Touche Tohmatsu; (iii) Ernst & Young; (iv) PriceWaterhouseCoopers or (v) BDO; | |
"Board” or Board of Directors" or "Directors" | the board of directors of the Company acting as a collegiate forum in accordance with this Articles; | |
Bobsin | means Bobsin LLC, a Delaware limited liability company having Cassio as sole member, or any Affiliate entity of Cassio; | |
“Officers” | the officers of the Company pursuant to Article 24 hereof; | |
"Business Combination" | a statutory amalgamation, merger, consolidation, arrangement or other reorganisation requiring the approval of the members of one or more of the participating companies, as well as a short-form merger or consolidation that does not require a resolution of members; |
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"Business Day" | any day on which banks are not required or authorised by law to close in the City of New York/NY, USA and/or in in the City of São Paulo, State of São Paulo, Brazil; | |
"Cassio" | means Cassio Bobsin Machado (enrolled before the Brazilian Individual Taxpayers’ Register CPF/ME under No. 808.534.550-15) | |
"Bobsin Director" | a director appointed by Bobsin in accordance with Article 21.1(b); | |
"Chairman" | the chairman of the Board of Directors appointed in accordance with Article 20.2; | |
"Class A Common Shares" | class A common shares in the capital of the Company having the rights provided for in these Articles; | |
"Class B Common Shares" | class B common shares in the capital of the Company having the rights provided for in these Articles; | |
"Clear Days" | in relation to a period of notice means that period excluding both the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; | |
"Clearing House" | a clearing house recognised by the laws of the jurisdiction in which shares in the capital of the Company (or depository receipts thereof) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction; | |
"Common Shares" | Class A Common Shares, Class B Common Shares and shares of such other classes as may from time to time be designated by the Board pursuant to these Articles as being common shares for the purposes of Article 5.2; | |
"Company" | the above named company; | |
"Company’s Website" | the website of the Company and/or its web-address or domain name; |
6
"Control" | (including the terms "Controls," "Controlled by" and "Under Common Control with") means, with respect to any Person or group of Persons ("Controlling Person"), directly or indirectly: (a) the ability of the Controlling Person, whether through the ownership of voting securities of another Person ("Controlled Person") or by contract or otherwise to: (i) elect the majority of the board of directors or other similar managing body of such Controlled Person, or (ii) direct the management policies of such Controlled Person, or (b) the ownership of rights that entitle the Controlling Person to have the majority of the votes in such Controlled Person’s general meeting; | |
"Designated Stock Exchange" | the Nasdaq Capital Market (or other Nasdaq tier) and any other stock exchange or interdealer quotation on which shares in the capital of the Company are listed or quoted; | |
"Directors" | the Directors for the time being of the Company or, as the case may be, those Directors assembled as a Board or as a committee of the Board; | |
"Dividend" | includes a distribution or interim dividend or interim distribution; | |
"Electronic" | has the same meaning as in the Electronic Transactions Act (as revised); | |
"Electronic Communication" | a communication sent by Electronic means, including Electronic posting to the Company’s Website, transmission to any number, address or internet website (including the SEC’s website) or other Electronic delivery methods as otherwise decided and approved by the Board; | |
"Electronic Record" | has the same meaning as in the Electronic Transactions Act (as revised); | |
"Electronic Signature" | has the same meaning as in the Electronic Transactions Act (as revised); | |
"Exchange Act" | the Securities Exchange Act of 1934, as amended of the United States of America; |
7
"Executed" | includes any mode of execution; | |
"Holder" | in relation to any share, the Member whose name is entered in the Register of Members as the holder of the share; | |
"Incentive Plan" | any incentive plan established or implemented by the Company pursuant to which any Person who provides services of any kind to the Company or any of its direct or indirect subsidiaries (including, without limitation, any employee, executive, officer, director, consultant, secondee or other provider of services) may receive and/or acquire newly-issued shares of the Company or any interest therein; | |
"Indemnified Person" | every Director, alternate Director, Secretary or other Officer for the time being or from time to time of the Company; | |
"Independent Director" | a Director who is an independent director as defined in the rules of any Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be; | |
"Islands" | the British Overseas Territory of the Cayman Islands; | |
"Law" | the Companies Act (as revised); | |
"Lease Agreements" | means any lease agreements (including free lease agreement) entered into by the Company or any of the Company’s Subsidiaries, at any time, with respect to the main place of business of the Company and/or its Subsidiaries and/or their respective branches; | |
"Major Shareholders" | means Oria and Bobsin; | |
"Member" | has the same meaning as in the Law; | |
"Memorandum" | the memorandum of association of the Company as from time to time amended in accordance with applicable Law and these Articles; |
8
"Month" | a calendar month; | |
"Officer" | means any officer of the Company appointed by the Board in accordance with these Articles and includes any Secretary; | |
"Ordinary Resolution" | a resolution (i) of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote present in person or by proxy and voting at the meeting, or (ii) approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments, if more than one, is executed; | |
"Oria" | means, collectively, Oria Zenvia Co-investment Holdings, LP, Oria Zenvia Co-investment Holdings II, LP, Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia and Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia, each an Ontario limited partnership or a Brazilian private equity investment fund established as a closed-end investment fund and managed by the Oria Manager, or any Affiliated entity. For the avoidance of doubt, any investment fund, limited partnership or equivalent entity managed by the Oria Manager (including Oria or any successor entity) shall be deemed an Affiliate of Oria; | |
"Oria Director" | a director appointed by Oria in accordance with Article 21.1(a); | |
“Oria Follow-on Underwriting Offering” | means a Registration in which securities of the Company held by Oria are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public at any time after the initial public offering of the Company; | |
“Oria Manager” | Oria Gestão de Recursos Ltda., a Brazilian independent asset management firm, enrolled under Brazilian Taxpayer’s Registry under the No. 22.067.585/0001-08, or an entity under the same control or exclusively owned by the controlling shareholders of Oria Manager. For the purposes of the definition of Oria Manager “control” means (50%) plus one (1) share of the controlled entity. |
9
"Other Indemnitors" | persons or entities other than the Company that may provide indemnification, advancement of expenses and/or insurance to the Indemnified Persons in connection with such Indemnified Persons’ involvement in the management of the Company; | |
"Paid up" | paid up as to the par value of the shares and includes credited as paid up; | |
"Permitted Transfer" | has the meaning set forth in Article 5.4(3); | |
"Permitted Transferee" | has the meaning set forth in Article 5.4(3); | |
"Person" | any individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust, association, organisation or any other entity or governmental entity; | |
“Premium for Control” | any price for which Class B Common Shares are sold which is higher than the Class A Common Shares’ free float price at any applicable determination date. | |
“Registration” | means a registration with the SEC of the offer and sale to the public of Class A Common Shares (as converted from Class B Common Shares) under a Registration Statement. | |
“Registration Statement” | means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement. |
10
"Related Party" | means: (i) with respect to a Person other than an individual, any of the Controlled Persons, Controlling Persons and/or any other Person under common Control with, and/or shareholders and/or quotaholders, directly or indirectly holding more than ten percent (10%) of the shares of the total voting capital or capital stock or undivided interest (in relation to an investment fund established as a condominium) of such Person, and its employees and/or administrators; and (ii) in relation to an individual: (a) all ascending or descending family members in direct degree, spouse and/or relatives from the 1st to the 4th degree; and (b) any of the Controlled Companies or its shareholders and/or quotaholders holding directly or indirectly more than ten percent (10%) of the shares or quotas representing the total voting or capital stock of the referred Person, as well as its employees and/or administrators; | |
"Register of Members" | the register of Members required to be kept pursuant to the Act; | |
"Seal" | the common seal of the Company (including electronic seal) including every duplicate seal; | |
"SEC" | the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act; | |
"Secretary" | any person appointed by the Directors to perform any of the duties of the secretary of the Company, including a joint, assistant or deputy secretary; | |
"Securities Act" | the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the SEC thereunder, all as the same shall be in effect at the time; | |
"Share" | a share in the share capital of the Company and includes a fraction of a share; | |
"Signed" | includes an Electronic Signature or a representation of a signature affixed by mechanical means; | |
"Special Resolution" | has the same meaning as in the Act; | |
"Subsidiary" | means, with respect to any Person, any company or other organisation, whether incorporated or unincorporated, that, at the time of determination, is directly or indirectly wholly-owned or Controlled by such Person and/or any one or more of its Subsidiaries; |
11
"Treasury Share" | a share held in the name of the Company as a treasury share in accordance with the Act; | |
“Unaffiliated Director” | means a Director that is not an Affiliate of the Company and the shareholder that elected any such Unaffiliated Director. For the avoidance of doubt, a director, officer, employee or any other Affiliate of Oria or Bobsin shall not be an Unaffiliated Director; | |
"U.S. Person" | a Person who is a citizen or resident of the United States of America; and | |
"Written and in Writing" | includes all modes of representing or reproducing words in visible form including in the form of an Electronic Record. |
(b) | unless the context otherwise requires, words or expressions defined in the Act shall have the same meanings herein, but excluding any statutory modification thereof not in force when these Articles become binding on the Company; |
(c) | unless the context otherwise requires: (i) words importing the singular number shall include the plural number and vice-versa, and (ii) words importing the masculine gender only shall include the feminine or neutral gender; |
(d) | the word "may" shall be construed as permissive and the word "shall" shall be construed as imperative; |
(e) | the headings herein are for convenience only and shall not affect the construction of these Articles; |
(f) | references to statutes are, unless otherwise specified, references to statutes of the Islands and, subject to paragraph (b) above, include any statutory modification or re-enactment thereof for the time being in force; |
(g) | the terms "hereof," "herein," "hereto" and "hereunder," as well as words of a similar meaning, when used in these Articles, shall refer to these Articles as a whole and not to any specific provision of these Articles; |
(h) | whenever the words "include," "includes," "including" and similar expressions are used under the terms of these Articles, they shall mean "include, among others," "includes, without limitation" and "including, without limitation," respectively or a similar expression indicating a non-restrictive enumeration; and |
12
(i) | where an Ordinary Resolution is expressed to be required for any purpose, a Special Resolution is also effective for that purpose. |
2 | Formation Expenses | |
The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration. |
3 | Situation of Offices of the Company |
3.1 | The registered office of the Company shall be at such address in the Islands as the Board shall from time to time determine. |
3.2 | The Company, in addition to its registered office, may establish and maintain such other offices, places of business and agencies in the Islands and elsewhere as the Board may from time to time determine. |
4 | Shares |
4.1 | (a) | Subject to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles, the Board has general and unconditional authority to allot, grant options over, offer or otherwise deal with or dispose of any unissued shares in the capital of the Company without the approval of Members (whether forming part of the original or any increased share capital), either at a premium or at par, with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, on such terms and conditions, and at such times as the Board may decide |
(b) | Subject to the rules of any Designated Stock Exchange and to the provisions, if any, in the Memorandum and these Articles (including, without limitation, Article 23.3), in particular and without prejudice to the generality of paragraph (a) above, the Board is hereby empowered to authorise by resolution or resolutions from time to time and without the approval of Members: |
(i) | the creation of one or more classes or series of preferred shares, to cause to be issued such preferred shares and to fix the designations, powers, preferences and relative participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting rights and powers (including full or limited or no voting rights or powers) and liquidation preferences, and to increase or decrease the number of shares comprising any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by law. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series; |
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(ii) | to designate for issuance as Class A Common Shares or Class B Common Shares from time to time any or all of the authorised but unissued shares of the Company which have not at that time been designated by the Memorandum or by the Directors as being shares of a particular class; |
(iii) | to create one or more further classes of shares which represent common shares for the purposes of Article 5.2; and |
(iv) | to re-designate authorised but unissued Class B Common Shares from time to time as shares of another class. |
(c) | The Company shall not issue shares or warrants to bearer. |
(d) | Subject to the rules of any Designated Stock Exchange, the Memorandum and these Articles (including, without limitation, Article 23.3), the Board shall have general and unconditional authority to issue options, warrants or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company to such persons, on such terms and conditions and at such times as the Board may decide. |
4.2 | Notwithstanding Article 4.1, at any time when there are Class A Common Shares in issue, Class B Common Shares may only be issued pursuant to: |
(a) | a share-split, subdivision or similar transaction or as contemplated in Articles 5.6 or 34(b) below; |
(b) | a Business Combination; or |
(c) | an issuance of shares (including, without limitation, Class A Common Shares, any other class of share designated as a Common Share as per these Articles, and/or preferred shares), whereby each holder of Class B Common Shares is entitled to purchase a number of Class B Common Shares that would allow such holder to maintain its proportional ownership interest in the Company pursuant to Article 4.3. |
4.3 | With effect from the date on which any shares of the Company are first admitted to trading on a Designated Stock Exchange, subject to Articles 4.4, 4.5 and 4.6, the Company shall not issue Common Shares and/or preferred shares to a person on any terms unless: |
(a) | it has made an offer to each person who holds Class B Common Shares in the Company to issue to him on the same economic terms such number of Class B Common Shares as would allow each holder of Class B Common Shares to maintain its proportional ownership interest in the Company; and |
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(b) | the period during which any such offer set forth in Article 4.3(a) may be accepted has expired or the Company has received notice of the acceptance or refusal of every offer so made in accordance with Article 4.3(a). | |
An offer made pursuant to this Article 4.3 may be made in either hard copy or by Electronic Communication, must state a period during which it may be accepted and the offer shall not be withdrawn before the end of that period. The period referred to must be at least fifteen (15) Business Days beginning with the date on which the offer is deemed to be delivered in accordance with Article 36. |
4.4 | An offer shall not be regarded as being made contrary to the requirements of Article 4.3 by reason only that: |
(a) | fractional entitlements are rounded or otherwise settled or sold at the discretion of the Board, as long as it does not materially negatively impact the proportional ownership interest of the Class B Common Shares; or |
(b) | no offer of Class B Common Shares is made to a shareholder where the making of such an offer would in the view of the Board pose legal or practical problems in or under the laws or securities rules of any territory or the requirements of any regulatory body or stock exchange such that the Board considers it is necessary or expedient in the interests of the Company to exclude such shareholder from the offer; or |
(c) | the offer is conditional upon the said issue of Common Shares and/or preferred shares proceeding. |
4.5 | The provisions of Article 4.3 do not apply in relation to the issue of: |
(a) | Class A Common Shares if these are, or are to be, wholly or partly paid up otherwise than in cash; |
(b) | Class A Common Shares which would, apart from any renunciation or assignment of the right to their allotment, be held under or issued pursuant to an Incentive Plan; and |
(c) | Class A Common Shares issued in furtherance of an initial public offering of shares of the Company (IPO) or issued to underwriters in connection with an IPO pursuant to any over-allotment options granted by the Company. |
4.6 | Holders of Class B Common Shares may from time to time by consent in writing (in one or more counterparts) approved by the holder or holders of all issued and outstanding Class B Common Shares, referring to this Article 4.6, authorise the Board to issue Common Shares for cash and, on the granting of such an authority, the Board shall have the power to issue (pursuant to that authority) Common Shares for cash as if Article 4.3 above did not apply to: |
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(a) | one or more issuances of Class A Common Shares to be made pursuant to that authority; and/or |
(b) | such issuances with such modifications as may be specified in that authority. |
Unless previously revoked, the authority granted in accordance with this Article 4.6 shall expire on the date (if any) specified in the authority or, if no date is specified, twelve (12) months after the date on which the authority is granted, but the Company may before the power expires make an offer or agreement which would or might require Class A Common Shares to be issued after it expires. | ||
4.7 | Notwithstanding Article 4.1 and subject to Article 23.3, no non-voting Common Shares shall be issued without such issuance first being approved by an Ordinary Resolution of Members which resolution is also passed with the affirmative vote of a majority of the then issued and outstanding Class A Common Shares. |
4.8 | The Company may issue fractions of a share of any class and a fraction of a share shall be subject to and carry the corresponding fraction of liabilities (whether with respect to nominal or par value, premium, contribution, calls or otherwise howsoever), limitations, preferences, privileges, qualifications, restrictions, rights and other attributes of a whole share of that class of shares. |
4.9 | The Company may, in so far as the Law permits, pay a commission to any person who is not a Related Party in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, or procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the capital of the Company. Such commissions may be satisfied by the payment of cash or the allotment of fully or partly paid up shares or partly in one way and partly in the other. The Company may also, on any issue of shares, pay such brokerage fees as may be lawful. |
4.10 | Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share (except only as by these Articles or by law otherwise provided) or any other rights in respect of any share except an absolute right to the entirety thereof in the holder. |
4.11 | (a) | If at any time the share capital is divided into different classes of shares, the rights attached to any class of shares (unless otherwise provided by these Articles or the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of two-thirds of the issued shares of that class or with the sanction of a Special Resolution passed at a separate general meeting of the holders of the shares of that class, in any case subject to Article 19.3. To every such separate general meeting, the provisions of these Articles relating to general meetings shall mutatis mutandis apply, but so that the necessary quorum shall be any one or more persons holding or representing by proxy not less than one-third of the issued shares of the class; |
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(b) | For the purposes of this Article 4.11, the Directors may treat all classes of shares or any two or more classes of shares as forming one class if they consider that all such classes would be affected in the same way by the proposals under consideration. |
(c) | The rights conferred upon the holders of the shares of any class shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by: |
(i) | the creation or issue of further shares ranking pari passu therewith; |
(ii) | by the redemption or purchase of any shares of any class by the Company; |
(iii) | the cancellation of authorised but unissued shares of that class; or |
(iv) | the creation or issue of shares with preferred or other rights including, without limitation, the creation of any class or issue of shares with enhanced or weighted voting rights. |
(d) | The rights conferred upon holders of Class A Common Shares shall not be deemed to be varied by the creation or issue from time to time of further Class B Common Shares and the rights conferred upon holders of Class B Common Shares shall not be deemed to be varied by the creation or issue from time to time of further Class A Common Shares. |
4.12 | The Directors may accept contributions to the capital of the Company otherwise than in consideration of the issue of shares and the amount of any such contribution may, unless otherwise agreed at the time such contribution is made, be treated by the Company as a distributable reserve, subject to the provisions of the Act and these Articles. |
5 | Class A Common Shares and Class B Common Shares |
5.1 | Holders of Class A Common Shares and Class B Common Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of Class A Common Shares and Class B Common Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members in general meetings. Each Class A Common Share shall entitle the holder to one (1) vote on all matters subject to a vote at general meetings of the Company, and each Class B Common Share shall entitle the holder to ten (10) votes on all matters subject to a vote at general meetings of the Company. |
5.2 | Without prejudice to any special rights conferred thereby on the holders of any other shares or class of shares established pursuant to the Memorandum and/or these Articles from time to time, holders of Common Shares shall: |
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(a) | Be entitled to such dividends as the Board may from time to time declare; |
(b) | In the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purposes of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and |
(c) | Generally be entitled to enjoy all of the rights attaching to shares. |
5.3 | In no event shall Class A Common Shares be convertible into Class B Common Shares. |
5.4 | Class B Common Shares shall be convertible into Class A Common Shares as follows: |
(a) | Right of Conversion. Class B Common Shares shall be convertible into the same number of Class A Common Shares, on a share-to-share basis, in the following manner: |
(1) | a holder of Class B Common Shares has the right to call upon the Company to effect a conversion of all or any of his Class B Common Shares which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); |
(2) | the holder(s) of all of the then issued and outstanding Class B Common Shares have the right to require that all outstanding Class B Common Shares be converted, which right shall be exercised, at any time after issue and without payment of any additional sum, by notice in writing (which may be in one or more counterparts) signed by each of such holders given to the Company at its registered office (and which conversion shall be effected by the Company promptly upon delivery of the said notice); |
(3) | a Class B Common Share shall automatically convert into a Class A Common Share immediately and without further action by the holder upon the registration of any transfer of a Class B Common Share (whether or not for value and whether or not the certificate(s) (if any) representing such Class B Common Share are surrendered to the Company) in the Register of Members, other than the following permitted transfers ("Permitted Transfer" and the transferee, a "Permitted Transferee"): |
(i) | a transfer (i) to the holder of Class B Common Shares, and/or (ii) to their children, heirs and successors of the holder of Class B Common Shares, and/or (iii) to an Affiliate of a holder of the Class B Common Share, provided however that, with respect to (iii) above, any such transfer to an Affiliate shall be (1) (a) either at no value or at a value that does not encompasses a Premium for Control of the Company, and (b) to an Affiliate whose beneficial owners are not competitors of the Company and (2) if made by Oria to an Affiliate investment fund, limited partnership or equivalent entity managed by the Oria Manager, it can only be for a period of five (5) years from the date hereof, and after that period, it will not be deemed a Permitted Transfer; and |
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(ii) | a transfer to one or more trustees of a trust established for the benefit of the holder or an Affiliate of the holder of the Class B Common Share; |
For the avoidance of doubt, any transfer of Class B Common Shares by Oria to Affiliates which are investment funds, limited partnerships, or equivalent entities not managed by Oria Manager will not be deemed a Permitted Transfer.
For the avoidance of doubt, the creation of any pledge, charge, encumbrance or other security interest or third party right of whatever description on any Class B Common Shares to secure a holder’s contractual or legal obligations shall not be deemed to be a transfer unless and until any such pledge, charge, encumbrance or other third party right is enforced and results in such third party (or its nominee) holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically and immediately converted into the same number of Class A Common Shares.
(4) | In the event a Major Shareholder should cease to hold Class B Common Shares, all rights afforded to such Major Shareholder in these Articles shall be automatically transferred to its respective Permitted Transferee. |
(5) | if at any time, the voting power of the outstanding Class B common shares is less than 10% of the combined voting power of the Class A and Class B Common Shares then outstanding, the Class B Common Shares then in issue shall automatically and immediately convert into Class A Common Shares and no Class B Common Shares shall be issued by the Company thereafter. |
(b) | Mechanics of Conversion. |
(1) | Before any holder of Class B Common Shares shall be entitled to convert such Class B Common Shares into Class A Common Shares pursuant to sub-paragraph (a) (1) above, the holder shall, if available, surrender the certificate or certificates therefor, duly endorsed (where applicable), at the registered office of the Company. |
(2) | Upon the occurrence of one of the bases of conversion provided for in paragraph (a) above, the Company shall enter or procure the entry of the name of the relevant holder of Class B Common Shares as the holder of the relevant number of Class A Common Shares resulting from the conversion of the Class B Common Shares in, and make any other necessary and consequential changes to, the Register of Members and shall procure that certificate(s) in respect of the relevant Class A Common Shares, together with a new certificate for any unconverted Class B Common Shares comprised in the certificate(s) surrendered by the holder of the Class B Common Shares, are issued to the holders of the Class A Common Shares and Class B Common Shares, as the case may be, if so requested. |
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(3) | Any conversion of Class B Common Shares into Class A Common Shares pursuant to this Article 5 shall be effected by means of the re-designation and re-classification of the relevant Class B Common Share as a Class A Common Share together with such rights and restrictions for the time being attached thereto and shall rank pari passu in all respects with the Class A Common Shares then in issue. Such conversion shall become effective forthwith upon entries being made in the Register of Members to record the re-designation and re-classification of the relevant Class B Common Shares as Class A Common Shares. |
(4) | If the conversion is in connection with an underwritten public offering of securities, the conversion may, at the option of any holder tendering such Class B Common Shares for conversion, be conditional upon the closing with the underwriters of the sale of securities pursuant to such offering, in which event any persons entitled to receive Class A Common Shares upon conversion of such Class B Common Shares shall not be deemed to have converted such Class B Common Shares until immediately prior to the closing of such sale of securities. |
(5) | Upon conversion of any Class B Common Shares, the composition of the authorised share capital of the Company shall automatically be varied and amended by a reduction in the relevant number of authorised Class B Common Shares and a corresponding increase in the relevant number of authorised Class A Common Shares. |
(c) | Effective upon and with effect from the conversion of a Class B Common Share into a Class A Common Share in accordance with this Article 5.4, the converted share shall be re-designated as and be treated for all purposes as a Class A Common Share and shall carry the rights and be subject to the restrictions attaching to Class A Common Shares including, without limitation, the right to one vote on matters subject to a vote at general meetings of the Company |
5.5 | No subdivision of Class A Common Shares into shares of an amount smaller than the nominal or par value of such shares at the relevant time shall be effected unless Class B Common Shares are concurrently and similarly subdivided in the same proportion and the same manner, and no subdivision of Class B Common Shares into shares of an amount smaller than the nominal or par value of such shares at the relevant time shall be effected unless Class A Common Shares are concurrently and similarly subdivided in the same proportion and the same manner. |
5.6 | No consolidation of Class A Common Shares into shares of an amount larger than the nominal or par value of such shares at the relevant time shall be effected unless Class B Common Shares are concurrently and similarly consolidated in the same proportion and the same manner, and no consolidation of Class B Common Shares into shares of an amount larger than the nominal or par value of such shares at the relevant time may be effected unless Class A Common Shares are concurrently and similarly consolidated in the same proportion and the same manner. |
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5.7 | In the event that a dividend or other distribution is paid by the issue of Class A Common Shares or Class B Common Shares or rights to acquire Class A Common Shares or Class B Common Shares (i) holders of Class A Common Shares shall receive Class A Common Shares or rights to acquire Class A Common Shares, as the case may be; and (ii) holders of Class B Common Shares shall receive Class B Common Shares or rights to acquire Class B Common Shares, as the case may be. |
5.8 | No Business Combination (whether or not the Company is the surviving entity) shall proceed unless by the terms of such transaction: (i) the holders of Class A Common Shares have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B Common Shares, and (ii) the holders of Class A Common Shares have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Common Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied. |
5.9 | No tender or exchange offer to acquire any Class A Common Shares or Class B Common Shares by any third party pursuant to an agreement to which the Company is to be a party, nor any tender or exchange offer by the Company to acquire any Class A Common Shares or Class B Common Shares shall be approved by the Company unless, by the terms of such transaction: (i) the holders of Class A Common Shares shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B Common Shares, and (ii) the holders of Class A Common Shares shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Common Shares. The Directors shall not approve such a transaction unless the requirements of this Article are satisfied. |
5.10 | Save and except for voting rights and conversion rights and as otherwise set out in Article 4.3 and in this Article 5, Class A Common Shares and the Class B Common Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions and share ratably and otherwise be identical in all respects as to all matters. |
6 | Share Certificates |
6.1 | A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Directors may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer or conversion shall be cancelled and subject to these Articles and, save as provided in Articles 6.3, 7 and 8 below and in the case of a conversion of shares pursuant to Article (2), no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled. |
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6.2 | Every share certificate of the Company shall bear legends required under applicable laws, including the Securities Act. |
6.3 | If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the Directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate. |
7 | Lien |
7.1 | The Company shall have a first and paramount lien on every share (not being a share which is fully paid as to its par value and share premium) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share (including any premium payable). The Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount in respect of it. |
7.2 | The Company may sell in such manner as the Directors determine any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen (14) Clear Days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold. |
7.3 | To give effect to a sale, the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity or invalidity in the proceedings in reference to the sale. |
7.4 | The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold, if any, and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale. |
8 | Calls on Shares and Forfeiture |
8.1 | Subject to the terms of allotment, the Directors may make calls upon the Members in respect of any moneys unpaid on their shares (whether in respect of nominal value or premium) and each Member shall (subject to receiving at least fourteen (14) Clear Days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by instalments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or in part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. |
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8.2 | A call shall be deemed to have been made at the time when the resolution of the Directors authorising the call was passed. |
8.3 | The joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. |
8.4 | If a call remains unpaid after it has become due and payable, the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at an annual rate of ten percent (10%), but the Directors may waive payment of the interest wholly or in part. |
8.5 | An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call, and if it is not paid when due, all the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call. |
8.6 | Subject to the terms of allotment, the Directors may make arrangements on the issue of shares for a difference between the holders in the amounts and times of payment of calls on their shares. |
8.7 | If a call remains unpaid after it has become due and payable, the Directors may give to the person from whom it is due not less than fourteen (14) Clear Days’ notice requiring payment of the amount unpaid, together with any interest which may have accrued. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited. |
8.8 | If the notice is not complied with, any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the Directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture. |
8.9 | Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the Directors determine either to the person who was before the forfeiture the holder or to any other person, and at any time before a sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the Directors think fit. Where, for the purposes of its disposal a forfeited share is to be transferred to any person, the Directors may authorise any person to execute an instrument of transfer of the share to that person. |
8.10 | A person any of whose shares have been forfeited shall cease to be a Member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited, if any, but shall remain liable to the Company for all moneys which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those moneys before the forfeiture or, if no interest was so payable, at an annual rate of ten percent (10%), from the date of forfeiture until payment but the Directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal. |
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8.11 | A statutory declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated in it as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share. |
9 | Transfer of Shares |
9.1 | Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by any Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a Clearing House, by hand or by Electronic Signature or by such other manner of execution as the Board may approve from time to time. Without prejudice to the generality of the foregoing, title to listed shares of the Company may be evidenced and transferred in accordance with the laws applicable to and the rules and regulations of the Designated Stock Exchange on which such shares are listed. |
9.2 | The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to Article 9.1, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers including, where applicable, in accordance with the laws and rules applicable to the Designated Stock Exchange. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register of Members in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person. |
9.3 | The Board may in its absolute discretion and without giving any reason therefor, refuse to register a transfer of any share: |
(a) | that is not fully paid up (as to both par value and any premium) to a Person of whom it does not approve; |
(b) | issued under any share incentive plan for employees upon which a restriction on transfer imposed thereby still subsists; |
(c) | to more than four joint holders; or |
(d) | on which the Company has a lien. |
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9.4 | Without limiting the generality of Article 9.3, the Board may also decline to recognise any instrument of transfer unless: |
(a) | the instrument of transfer is in respect of only one class of shares; |
(b) | the Shares are fully paid (as to both par value and any premium) and free of any lien; |
(c) | the instrument of transfer is lodged at the registered office or such other place at which the Register of Members is kept in accordance with the Law accompanied by any relevant share certificate(s), if any, and/or such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and |
(d) | if applicable, the instrument of transfer is duly and properly stamped. |
9.5 | If the Directors refuse to register a transfer of a share, they shall within fifteen (15) Business Days after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal. |
9.6 | The registration of transfers of shares or of any class of shares may, after compliance with any notice requirement of any Designated Stock Exchange, be suspended and the Register of Members be closed at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine. |
9.7 | The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the Directors refuse to register shall be returned to the person lodging it when notice of the refusal is given. |
10 | Transmission of Shares |
10.1 | If a Member dies, the survivor, or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders shall be the only persons recognised by the Company as having any title to his interest; but nothing in these Articles shall release the estate of a deceased Member from any liability in respect of any share which had been jointly held by him. |
10.2 | A person becoming entitled to a share in consequence of the death or bankruptcy of a Member may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the Member and the death or bankruptcy of the Member had not occurred. |
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10.3 | A person becoming entitled to a share by reason of the death or bankruptcy of a Member shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of such share to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company. |
11 | Changes of Capital |
11.1 | (a) | Subject to and in so far as permitted by the provisions of the Act and these Articles (including, without limitation, Article 19.3), the Company may from time to time by Ordinary Resolution alter or amend the Memorandum to: |
(i) | increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; |
(ii) | consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares; |
(iii) | convert all or any of its paid up shares into stock and reconvert that stock into paid up shares of any denomination; |
(iv) | sub-divide its existing shares, or any of them, into shares of smaller amounts than is fixed by the Memorandum provided that in the subdivision, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived; and |
(v) | cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled. |
(b) | Except so far as otherwise provided by the conditions of issue, the new shares shall be subject to the same provisions with reference to the payment of calls, lien, transfer, transmission, forfeiture and otherwise as the shares in the original share capital. |
11.2 | Whenever as a result of a consolidation of shares any Members would become entitled to fractions of a share, the Directors may, on behalf of those Members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company) and distribute the net proceeds of sale in due proportion among those Members, and the Directors may authorise some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale. |
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11.3 | The Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner and with and subject to any incident, consent, order or other matter required by law. |
12 | Redemption and Purchase of Own Shares |
12.1 | Subject to the provisions of the Act and these Articles, the Company may: |
(a) | issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member on such terms and in such manner as the Directors may, before the issue of shares, determine; |
(b) | purchase its own shares (including any redeemable shares) in such manner and on such terms as the Directors may determine and agree with the relevant Member; and |
(c) | make a payment in respect of the redemption or purchase of its own shares in any manner authorised by the Law, including out of capital. |
12.2 | The Directors may, when making a payment in respect of the redemption or purchase of shares, if so authorised by the terms of issue of the shares (or otherwise by agreement with the holder of such shares) make such payment in cash or in specie (or partly in one and partly in the other). |
12.3 | Upon the date of redemption or purchase of a share, the holder shall cease to be entitled to any rights in respect thereof (excepting always the right to receive (i) the price therefor and (ii) any dividend which had been declared in respect thereof prior to such redemption or purchase being effected) and accordingly his name shall be removed from the Register of Members with respect thereto and the share shall be cancelled. |
13 | Treasury Shares |
13.1 | The Directors may, prior to the purchase, redemption or surrender of any Share, determine that such Share shall be held as a Treasury Share. |
13.2 | The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration). |
14 | Register of Members |
14.1 | The Company shall maintain or cause to be maintained an overseas or local Register of Members in accordance with the Law. |
14.2 | The Directors may determine that the Company shall maintain one or more branch registers of Members in accordance with the Law. The Directors may also determine which Register of Members shall constitute the principal register and which shall constitute the branch register or registers, and to vary such determination from time to time. |
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15 | Closing Register of Members or Fixing Record Date |
15.1 | For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period which shall not in any case exceed thirty (30) days. If the Register shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members, the Register shall be so closed for at least ten (10) Clear Days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register. |
15.2 | In lieu of, or apart from, closing the Register of Members, the Directors may fix, in advance or in arrears, a date as the record date for any such determination of Members entitled to notice of, or to vote at any meeting of the Members or any adjournment thereof, or for the purpose of determining the Members entitled to receive payment of any dividend or other distribution, or in order to make a determination of Members for any other purpose, provided that such a record date shall not exceed forty (40) Clear Days prior to the date where the determination will be made. |
15.3 | If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a dividend or other distribution, the date on which notice of the meeting is sent or posted or the date on which the resolution of the Directors resolving to pay such dividend or other distribution is passed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof. |
16 | General Meetings |
16.1 | An annual general meeting of the Company may at the discretion of the Board be held in the year in which these Articles were adopted and shall be held in each year thereafter at such time as determined by the Board and the Company may, but shall not (unless required by the Law) be obliged to, in each year hold any other general meeting. |
16.2 | The agenda of the annual general meeting shall be set by the Board. |
16.3 | Annual general meetings shall be held in the City of São Paulo, State of São Paulo, Brazil or in such other places as the Directors may determine. To the extent permitted by law, annual general meetings may also be held virtually. |
16.4 | All general meetings other than annual general meetings shall be called extraordinary general meetings and the Company shall specify the meeting as such in the notices calling it. |
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16.5 | The Directors may, whenever they think fit, convene an extraordinary general meeting of the Company, and they shall on a Members’ requisition in accordance with these Articles forthwith proceed to convene an extraordinary general meeting of the Company. |
16.6 | A Members’ requisition is a requisition of one or more Members holding at the date of deposit of the requisition shares representing in the aggregate not less than one-third of the votes entitled to be cast at general meetings of the Company. |
16.7 | The Members’ requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the principal office of the Company and may consist of several documents in like form each signed by one or more requisitionists. |
16.8 | If there are no Directors as at the date of the deposit of the Members’ requisition or if the Directors do not within fourteen (14) Clear Days from the date of the deposit of the Members’ requisition duly proceed to convene a general meeting to be held within a further fourteen (14) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of the requisitionists, may themselves convene a general meeting, but any meeting so convened shall be held no later than the day which falls three (3) months after the expiration of the first said fourteen (14) Clear Day period. |
16.9 | A general meeting convened as aforesaid by requisitionists shall be convened in as close to the same manner as possible as that in which general meetings are to be convened by Directors. |
16.10 | Except as set forth in Articles 16.1 to 16.9, the Members have no right to propose resolutions to be considered or voted upon at annual general meetings or extraordinary general meetings of the Company. |
17 | Notice of General Meetings |
17.1 | At least five (5) Clear Days’ notice specifying the place, the day and the hour of each general meeting and the agenda of the meeting shall be given in the manner hereinafter provided, including, but not limited to, as described in Article 36, to such persons as are entitled to vote or may otherwise be entitled under these Articles to receive such notices from the Company; provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed: |
(a) | in the case of an annual general meeting, by all of the Members entitled to attend and vote thereat; and |
(b) | in the case of an extraordinary general meeting, by a majority in number of the Members (which shall include the Major Shareholders) having a right to attend and vote at the meeting, together holding not less than two thirds (2/3) in par value of the Shares giving that right. |
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17.2 | The accidental omission to give notice of a general meeting to, or the non-receipt of notice of a meeting by, any Person entitled to receive notice that is not a Major Shareholder shall not invalidate the proceedings at that general meeting. |
18 | Proceedings at General Meetings |
18.1 | No business shall be transacted at any meeting unless a quorum is present at the time when the meeting proceeds to business. One or more Members holding not less than one-third in aggregate of the voting power of all Shares in issue and entitled to vote, present in person or by proxy or, if a corporation or other non-natural Person, by its duly authorised representative, shall represent a quorum provided, however, that such a quorum must also include (i) Oria, for so long as it holds Class B Common Shares, and (ii) Bobsin, for so long as it holds Class B Common Shares. |
18.2 | If a quorum is not present within half an hour from the time appointed for the meeting to commence or if during such a meeting a quorum ceases to be present, the meeting, if convened upon a Members’ requisition, shall be dissolved and in any other case it shall stand adjourned and shall reconvene on the same day in the next week at the same time and/or place or to such other day, time and/or place as the Directors may determine, and if at the reconvened meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the Members present shall be a quorum; provided, however, that such a quorum must also include (i) Oria, for so long as it holds Class B Common Shares, and (ii) Bobsin, for so long as it holds Class B Common Shares. |
18.3 | A person may participate in a general meeting by conference telephone or other communications equipment provided by the Company in the notice for any such general meeting by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a Member in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote. |
18.4 | The Chairman or in his absence the vice-chairman of the Board (if any) shall preside as chairman of the meeting, but if neither the Chairman nor such vice-chairman (if any) is present within fifteen (15) minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman. If no Director is willing to act as chairman, or if no Director is present within fifteen (15) minutes after the time appointed for holding the meeting, the Members present in person or by proxy and entitled to vote shall choose one of their number to be chairman. |
18.5 | The order of business at each such meeting shall be as determined by the chairman of the meeting. The chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the Company, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the polls. The chairman of the meeting shall announce at each such meeting the date and time of the opening and the closing of the polls for each matter upon which the Members will vote at such meeting. |
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18.6 | A Director shall, notwithstanding that he is not a Member and that he has no right to vote, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company. |
18.7 | The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time, but no business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) Clear Days’ notice shall be given in the manner herein provided, including, but not limited to, as described in Article 36, specifying the time, place and agenda of the adjourned meeting. Otherwise it shall not be necessary to give any such notice. |
18.8 | At each meeting of the Members, all corporate actions, including the election of Directors, to be taken by vote of the Members (except as otherwise required by applicable law and except as otherwise provided in these Articles) shall be authorised by Ordinary Resolution. Where a separate vote by a class or classes or series is required, save as provided in Article 4.11, the affirmative vote of the majority of Shares of such class or classes or series present in person or represented by proxy at the meeting and voting shall be the act of such class or series (unless provided otherwise in the resolutions providing for the issuance of such class or series). |
18.9 | At any general meeting a resolution put to the vote of the meeting shall be decided on a poll. |
18.10 | A poll shall be taken in such manner as the chairman of the meeting directs and he may appoint scrutineers (who need not be Members) and fix a place and time for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was taken. |
18.11 | The chairman of the meeting shall not be entitled to a casting vote. |
18.12 | If for so long as the Company has only one Member: |
(a) | in relation to a general meeting, the sole Member or a proxy for that Member or (if the Member is a corporation) a duly authorised representative of that Member is a quorum and Article 18.1 is modified accordingly; |
(b) | the sole Member may agree that any general meeting be called by shorter notice than that provided for by these Articles; and |
(c) | all other provisions of these Articles apply with any necessary modification (unless the provision expressly provides otherwise). |
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19 | Votes of Members |
19.1 | Subject to any rights or restrictions attached to any shares (including without limitation the enhanced voting rights attaching to Class B Common Shares provided for in Article 5), every Member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative (not being himself a Member entitled to vote) or by proxy, shall on a poll have one vote for every share of which he is the holder (or, in the case of a Class B Common Share, ten (10) votes for every Class B Common Share of which he is the holder). |
19.2 | In the case of joint holders, the vote of the senior joint holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders; and seniority shall be determined by the order in which the names of the holders stand in the Register of Members. |
19.3 | The Members shall not, without the prior written consent of (i) Oria, for so long as it holds Class B Common Shares and (ii) Bobsin, for so long as it holds Class B Common Shares: |
(a) | change the number of Directors; |
(b) | change the structure, function, and/or number of Officers; |
(c) | amend these Articles and/or the Memorandum; |
(d) | vary the rights attaching to any Shares; |
(e) | approve any corporate restructuring, merger or consolidation of the Company with one or more constituent companies (as defined in the Statute), the contribution by the Company of any assets to any Subsidiary and/or the creation of joint ventures by the Company; |
(f) | approve any Business Combination; |
(g) | approve the winding-up, liquidation and dissolution of the Company; |
(h) | take any action set out in Article 11.1(a); |
(i) | register the Company as an exempted limited duration Company; or |
(j) | approve the transfer by way of continuation of the Company to a jurisdiction outside the Islands. |
19.4 | A Member in respect of whom an order has been made by any court having jurisdiction (whether in the Islands or elsewhere) in matters concerning mental disorder may vote, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be received at the registered office of the Company, or at such other place as is specified in accordance with these Articles for the deposit or delivery of forms of appointment of a proxy, or in any other manner specified in these Articles for the appointment of a proxy, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. |
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19.5 | No Member shall, unless the Directors otherwise determine, be entitled to vote at any general meeting or at any separate meeting of the holders of any class of shares in the Company, either in person or by proxy or by a corporate representative, in respect of any share held by him unless all moneys presently payable by him in respect of that share have been paid. |
19.6 | No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive. |
19.7 | Votes may be given either personally or by proxy. Deposit or delivery of a form of appointment of a proxy does not preclude a Member from attending and voting at the meeting or at any adjournment of it, save that only the Member or his proxy may cast a vote. |
19.8 | A Member entitled to more than one vote need not, if he votes, use all his votes or cast all votes he uses the same way. |
19.9 | Subject as set out herein, an instrument appointing a proxy shall be in writing in any usual form or in any other form which the Directors may approve and shall be executed by or on behalf of the appointor save that, subject to the Law, the Directors may accept the appointment of a proxy received in an Electronic Communication at an address specified for such purpose, on such terms and subject to such conditions as they consider fit. The Directors may require the production of any evidence which they consider necessary to determine the validity of any appointment pursuant to this Article. |
19.10 | Subject to Article 19.10 below, the form of appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Directors may: |
(a) | in the case of an instrument in writing, be left at or sent by post to the registered office of the Company or such other place within the Islands or elsewhere as is specified in the notice convening the meeting or in any form of appointment of proxy sent out by the Company in relation to the meeting at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote; |
(b) | in the case of an appointment of a proxy contained in an Electronic Communication, where an address has been specified by or on behalf of the Company for the purpose of receiving Electronic Communications: |
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(i) | in the notice convening the meeting; or |
(ii) | in any form of appointment of a proxy sent out by the Company in relation to the meeting; or |
(iii) | in any invitation contained in an Electronic Communication to appoint a proxy issued by the Company in relation to the meeting; be received at such address at any time before the time for holding the meeting or adjourned meeting at which the person named in the form of appointment of proxy proposes to vote; |
(c) | in the case of a poll taken more than forty-eight (48) hours after it is demanded, be deposited or delivered as required by paragraphs (a) or (b) of this Article after the poll has been demanded and at any time before the time appointed for the taking of the poll; or |
(d) | where the poll is taken immediately but is taken not more than forty-eight (48) hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman of the meeting or to the secretary or to any Director; |
and a form of appointment of proxy which is not deposited or delivered in accordance with this Article 19.10 or Article 19.11 is invalid.
19.11 | Notwithstanding Article 19.10 above, the Directors may by way of note to or in any document accompanying the notice of a general meeting (or adjourned meeting) fix the latest time by which the appointment of a proxy must be communicated to or received by the Company (being not more than 48 hours before the relevant meeting). |
19.12 | A vote or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the registered office of the Company or, in the case of a proxy, any other place specified for delivery or receipt of the form of appointment of proxy or, where the appointment of a proxy was contained in an Electronic Communication, at the address at which the form of appointment was received, before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. |
19.13 | Any corporation or other non-natural person which is a Member of the Company may in accordance with its constitutional documents, or, in the absence of such provision, by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member. |
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19.14 | If a Clearing House (or its nominee(s)) or depositary (or its nominee(s)) is a Member of the Company, it may, by resolution of its directors or other governing body or by power or attorney, authorise such Person(s) as it thinks fit to act as its representative(s) at any general meeting of the Company or of any class of shareholders of the Company, provided that, if more than one Person is so authorised, the authorisation shall specify the number and class of shares in respect of which such Person is so authorised. A Person so authorised pursuant to this Article shall be entitled to exercise the same powers on behalf of the recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) which he represents as that recognised clearing house (or its nominee(s)) or depositary (or its nominee(s)) could exercise if it were an individual Member holding the number and class of shares specified in such authorisation. |
20 | Number of Directors and Chairman |
20.1 | Subject to Article 19.3, the Board shall consist of such number of Directors as a majority of the Directors then in office may determine from time to time, provided that, unless otherwise determined by the Members acting by Special Resolution, the Board shall consist of not less than four (4) Directors and not more than nine (9) Directors. |
20.2 | Chairman |
(a) | The Board of Directors shall have a Chairman appointed in a rotation procedure by (i) Oria, for so long as it holds Class B Common Shares, and (ii) Bobsin, for so long as it holds Class B Common Shares; thereafter, the Chairman shall be appointed by a majority of the Directors then in office. Such appointment rights shall continue indefinitely and shall alternate on a yearly basis. |
(b) | Bobsin shall have the right to appoint the first Chairman and, at the expiration of the term of such Chairman, Oria shall have the right to appoint the next Chairman for the following term, and so on. |
(c) | The Board may also elect a vice-chairman of the Board of Directors. |
(d) | The Chairman shall preside as chairman at every meeting of the Board of Directors at which he is present. Where the Chairman is not present at a meeting of the Board of Directors, the vice-chairman of the Board of Directors (if any) shall act as chairman, or in his absence, the attending Directors may choose one Director to be the chairman of the meeting. |
21 | Appointment, Disqualification and Removal of Directors |
21.1 | Appointment |
(a) | Oria, |
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(i) | for so long as it holds at least 30% (thirty per cent) of the Company’s combined voting power of the Class A and Class B Common Shares then outstanding, shall be entitled to appoint, at its sole discretion, up to four (4) Directors, provided that one (1) of them is an Unaffiliated Director (as long as all four Directors are appointed), and being further agreed that after the consummation of any Oria Follow-on Underwriting Offering, two (2) of such Directors shall be Unaffiliated Directors (as long as all four Directors are appointed). It is agreed that, for so long as Oria holds at least 30% (thirty per cent) of the Company’s combined voting power of the Class A and Class B Common Shares then outstanding, if Bobsin holds more voting power at the Company than the voting power held by Oria, Oria’s right to appoint one of such Unaffiliated Directors shall be transferred and assigned to Bobsin, who shall then have the right to choose (and remove, substitute and replace) any such Unaffiliated Director as long as (a) Oria holds 30% (thirty per cent) of the Company’s combined voting power of the Class A and Class B Common Shares then outstanding and (b) Bobsin holds more voting power than Oria; and |
(ii) | for so long as it holds at least 10% (ten percent) of the Company’s combined voting power of the Class A and Class B Common Shares then outstanding, it shall be entitled to appoint, at its sole discretion, up to one Director. |
Except as contemplated in (i) above, any such Director appointed by Oria may be at any time removed, substituted or replaced by Oria for any reason in its sole discretion. Any such appointment, removal, substitution or replacement shall be effected by way of notice in writing to the Company signed by (or on behalf of) Oria.
(b) | Bobsin, |
(i) | for so long as it holds at least 30% (thirty per cent) of the Company’s combined voting power of the Class A and Class B Common Shares then outstanding, shall be entitled to appoint, at its sole discretion, up to three (3) Directors provided that one (1) of them is an Unaffiliated Director (as long as all three Directors are appointed), and |
(ii) | for so long as it holds at least 10% (ten per cent) of the Company’s combined voting power of the Class A and Class B Common Shares then outstanding, shall be entitled to appoint, at his sole discretion, up to two (2) Directors, at his sole discretion, and in each case, it may at any time remove, substitute or replace any of its appointed Directors for any reason in his sole discretion. Any such appointment, removal, substitution or replacement shall be effected by way of notice in writing to the Company signed by (or on behalf of) Bobsin. |
(c) | Oria and Bobsin, for so long as they hold Class B Common Shares, shall be entitled to jointly appoint, at their sole discretion, up to two (2) Directors and shall be entitled at any time to remove, substitute or replace their appointed Director for any reason in their sole joint discretion. Any such appointment, removal, substitution or replacement shall be effected by way of notice in writing to the Company signed by (or on behalf of) them. |
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(d) | Directors not appointed as set out in Articles 21.1(a), 21.1(b) and 21(c) shall be elected by an Ordinary Resolution. |
(e) | At each time an election of an Unaffiliated Director by Oria is to take place, Bobsin shall have the right to approve the name of any such Director prior to its election, it being understood that such veto right to be exercised by Bobsin shall be limited to the two first names presented by Oria for election as an Unaffiliated Director. At each time an election of an Unaffiliated Director by Bobsin is to take place, Oria shall have the right to approve the name of any such Director, it being understood that such veto right to be exercised by Oria shall be limited to the two first names presented by Bobsin for election as an Unaffiliated Director. |
21.2 | Each Director shall hold office for a two (2) year term, notwithstanding any agreement between the Company and such Director. Directors are eligible for re-election. |
21.3 | Any vacancies on the Board arising other than upon the removal of a Director by resolution passed at a general meeting can be filled by the remaining Director(s) (notwithstanding that the remaining Director(s) may constitute fewer than the number of Directors required by Article 20.1 or fewer than is required for a quorum pursuant to Article 28.1), except for vacancies resulted from the removal, dismissal and/or withdraw of an Oria Director, a Bobsin Director or Director appointed in a joint decision by Oria and Bobsin, which shall be filled as set out in Articles 21.1(a), 21.1(b) and 21.1(c). Any such appointment shall be as an interim Director to fill such vacancy until the next annual general meeting of Members (and such appointment shall terminate at the commencement of the annual general meeting). |
21.4 | Additions to the existing Board (subject to the maximum provided for in Article 20.1 above) may be made by Ordinary Resolution. |
21.5 | There is no age limit for Directors of the Company. |
21.6 | No shareholding qualification shall be required for a Director. A Director who is not a Member shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company. |
21.7 | While any shares of the Company are admitted to trading on a Designated Stock Exchange, the Board must at all times comply with the residency and citizenship requirements of securities laws of the United States applicable to foreign private issuers and shall at no time have a majority of Directors who are U.S. Persons. Notwithstanding any other provision in these Articles, no appointment or election of a U.S. Person as a Director shall be permitted if such appointment or election would have the effect of creating a majority of Directors who are U.S. Persons, and any such appointment or election shall be disregarded for all purposes. |
21.8 | Directors that are not an Oria Director, a Bobsin Director or that are not elected by Oria and Bobsin pursuant to Articles 21.1(c) may be removed (with or without cause) by Ordinary Resolution of Members. The notice of general meeting must contain a statement of the intention to remove the Director and must be served on the Director not less than ten (10) days before the meeting. The Director is entitled to attend the meeting and be heard on the motion for his removal. |
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21.9 | The office of a Director shall be vacated automatically if: |
(a) | he or she becomes prohibited by law from being a Director; |
(b) | he or she becomes bankrupt or makes any arrangement or composition with his creditors generally; |
(c) | he or she dies or is, in the opinion of all his co-Directors, incapable by reason of mental disorder of discharging his duties as Director; |
(d) | he or she resigns his or her office by notice to the Company; or |
(e) | he or she has for more than six (6) months been absent without permission of the Directors from meetings of Directors held during that period and the remaining Directors resolve that his or her office be vacated. |
22 | Alternate Directors |
22.1 | Any Director (but not an alternate Director) may by writing appoint any other Director, or any other person willing to act, to be an alternate Director and by writing may remove from office an alternate Director so appointed by him. |
22.2 | An alternate Director shall be entitled to receive notice of all meetings of Directors and of all meetings of committees of Directors of which his appointor is a member, to attend and vote at every such meeting at which the Director appointing him is not personally present, to sign any written resolution of the Directors (in place of his appointor) and generally to perform all the functions of his appointor as a Director in his absence. |
22.3 | An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director. |
22.4 | Any appointment or removal of an alternate Director shall be by written notice to the Company at its registered office or by email to the Secretary, signed by the Director making or revoking the appointment, or in any other manner approved by the Directors. |
22.5 | Subject to the provisions of these Articles, an alternate Director shall be deemed for all purposes to be a Director and shall alone be responsible for his own acts and defaults and shall not be deemed to be the agent of the Director appointing him. |
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23 | Powers of Directors |
23.1 | Subject to the provisions of the Act, the Memorandum and these Articles (including Article 23.3 below), to any directions given by Ordinary Resolution and to the listing rules of any Designated Stock Exchange, the business of the Company shall be managed by the Directors and the delegated Officers who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the Directors by these Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors, subject to the limitations set forth in these Articles and in applicable Law. |
23.2 | Subject to Article 23.3 below, the Board may exercise all the powers of the Company to raise capital or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party. |
23.3 | The Directors shall not, without the prior written consent of: (i) Cassio, or in his absence, of at least one (1) Bobsin Director, for so long as there is at least one (1) Bobsin Director; and (ii) at least one (1) Oria Director, for so long as there is at least one (1) Oria Director: |
(a) | create new classes of Shares, issue new Shares or any options, warrants or convertible securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company; |
(b) | capital reduction, repurchase, amortize or redeem any Shares; |
(c) | approve the payment of any remuneration to a Director or executive Officer; |
(d) | approve any Incentive Plan; |
(e) | change the Company’s accounting practices (including, without limitation, write-off of receivables or any amount in any other balance sheet account or income statement), except as required by applicable law; |
(f) | execute and/or terminate any shareholders’ agreement, quotaholders’ agreement, or any other agreements related to the Company’s interest in any Subsidiary; |
(g) | approve the financial statements of the Company; |
(h) | observed the Major Shareholder rights under their applicable registration rights agreement, to effect offerings of securities by the Company, or hire any investment banks or service providers inherent to any such offerings; |
(i) | approve the listing and/or the delisting of securities of the Company with any Designated Stock Exchange; |
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(j) | change the dividend policy of the Company and/or approve any Dividend, create and/or use of reserves of the Company; |
(k) | approve any budget of the Company, as well as any amendment to an approved budget or increases above five percent (5%) on its global approved amount and/or ten percent (10%) in each line; |
(l) | take any action set out in Article 23.2; |
(m) | acquire, sell or encumber any permanent assets of the Company, in one transaction or in a series of transactions, which value exceeds the equivalent of five million Reais (R$5,000,000.00); |
(n) | approve any sale or encumbrance, for the benefit of a Person(s), of shares issued by any Subsidiary or entities where the Company has an interest, or the admission of any new partner or shareholder in such Subsidiaries; |
(o) | create or dissolve any permanent committees of the Directors or committees where powers are delegated by the Board; |
(p) | carry out any investments outside the scope of the core business of the Company or its Subsidiaries. For the purpose of this Article, "core business" means any activity related to the development and/or offer (whether through sales, services or licensing) of communication solutions (such as those focused on campaigns, sales teams, customer service and engagement), communication tools (such as, without limitation, software application programming interfaces, or APIs, chatbots, single customer view, journey designer, documents composer and authentication) and communication channels (such as, without limitation, SMS, Voice, WhatsApp and Webchat); |
(q) | incorporate any Subsidiary (other than a wholly-owned Subsidiary) on behalf of the Company; |
(r) | acquire, sell or encumber the capital stock of entities in which the Company has an interest; |
(s) | appoint or terminate the engagement of any independent auditor that is not an Authorised Auditor; |
(t) | provide any guarantee in respect of any Person or Related Parties of any Member of the Company and/or shareholder, Director and/or Officer and/or its Subsidiaries; |
(u) | appoint any Officer of the Company; or |
(v) | approve the delegation of any powers by the Board as set out in Article 24.1. |
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23.4 | The values contemplated in Article 23.3 shall be updated annually in January by the Extended Consumer Price Index (Índice Nacional de Preços ao Consumidor Amplo – IPCA) or any similar index that acts as a substitute. |
23.5 | The exercise of voting rights by the Company in relation to any of its Subsidiaries or exercise of voting rights by any member of the board of directors of any such Subsidiaries appointed by the Company, with respect to the matters listed in Article 23.3 shall always be subject to the prior written consent of: (i) Cassio, or in his absence, of at least one (1) Bobsin Director, for so long as there is at least one (1) Bobsin Director; and (ii) at least one (1) Oria Director, for so long as there is at least one (1) Oria Director. |
24 | Delegation of Directors' Powers, Service Providers and Acts of Improbity |
24.1 | Subject to these Articles, the Board shall from time to time appoint a minimum of two (2) Persons, whether or not a Director, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the offices of chief executive officer, chief operating officer and chief financial officer ("Officers"), one or more vice presidents, managers or controllers, at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another) and with such powers and duties as the Directors may think fit. The Officers of the Company elected shall have an unified term of two (2) years and will bind and represent the Company before any Person by the signature of at least two (2) Officers in any such agreement. The Officers may delegate their powers to attorneys-in-fact, as they deem appropriate. |
24.2 | The Board may, subject to Article 23.3, change the structure, composition and/or function of the executive officers of the Subsidiaries of the Company and/or adopt a corporate policy to be applied to the Company and/or its Subsidiaries. |
24.3 | Without limiting the generality of Article 24.1, the Directors may appoint one or more of their body to any other executive office under the Company, and the Company may enter into an agreement or arrangement with any Director for his/her employment, subject to applicable law and any listing rules of the SEC or any Designated Stock Exchange, or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit. Any appointment of a Director to an executive office shall terminate automatically if he ceases to be a Director but without prejudice to any claim to damages for breach of the contract of service between the Director and the Company. |
24.4 | Subject to applicable law and the listing rules of any Designated Stock Exchange, the Board may install specific committees from time to time, consisting of two or more Directors. The Board may also delegate any of its powers to any committee, to the extent such delegation is made by the adoption of a formal written charter or similar written rules, which adequacy may be reviewed by the Board . Any such delegation may be made subject to any conditions the Board may impose, and either collaterally with or to the exclusion of its own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more Members shall be governed by the provisions of these Articles regulating the proceedings of Directors so far as they are capable of applying. Where a provision of these Articles refers to the exercise of a power, authority or discretion by the Directors and that power, authority or discretion has been delegated by the Directors to a committee, the provision shall be construed as permitting the exercise of the power, authority or discretion by the committee. |
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24.5 | Without limiting the generality of Article 24.4, the Board shall establish immediately a permanent Audit Committee, and in addition to the powers determined by written charter and as the Board may delegate pursuant to Article 24.4, it shall delegate those powers as required by the rules of the Designated Stock Exchange or applicable law. The Audit Committee shall consist of such number of directors as the Board shall from time to time determine (or such minimum number as may be required from time to time by any Designated Stock Exchange). For so long as any class of Shares is listed on a Designated Stock Exchange, the Audit Committee shall be made up of such number of Independent Directors as is required from time to time by the rules of the Designated Stock Exchange or otherwise required by applicable law. |
24.6 | At least one (1) member of the Audit Committee will be an audit committee financial expert as determined by the rules adopted by the Designated Stock Exchange. Such financial expert shall have a special past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication. |
24.7 | The Company shall not use any lobbyist or business agent or business consultant, unless such lobbyist, agent or consultants has been properly vetted by the Company to ensure they maintain good business practices and operate in compliance with Anti-Corruption Laws. |
24.8 | The Company and its Members shall not violate any Anti-Corruption Laws or Anti-Money Laundering Laws. |
25 | Remuneration and Expenses of Directors |
25.1 | The Directors shall be entitled to such remuneration as the Board may determine and, unless otherwise determined, the remuneration shall be deemed to accrue from day to day. |
25.2 | Unless otherwise determined by the Board, Directors will not be entitled to additional remuneration if acting as members of any committee, except, however, that any member of the Audit Committee may be paid annual compensation in the form of a fixed salary in addition to the remuneration of 25.1, and such amount as the Board may determine. |
25.3 | A Director who at the request of the Directors goes or resides outside of their place of residence at the time of appointment due to a request of the Company, makes a special journey or performs a special service on behalf of the Company may be paid such reasonable additional remuneration (whether by way of salary, percentage of profits or otherwise) and expenses as the Directors may decide. |
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25.4 | The Directors may be paid all traveling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties. |
26 | Directors' Gratuities and Pensions |
The Directors may cause the Company to provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any existing Director or any Director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a Subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
27 | Directors' Interests |
27.1 | Subject to the Law, the listing rules of any Designated Stock Exchange and Article 23.3, if a Director has disclosed to the other Directors the nature and extent of any direct or indirect interest which the Director has in any transaction or arrangement with the Company, a Director notwithstanding his office: |
(a) | may be a party to or otherwise interested in any transaction or arrangement with the Company or in which the Company is otherwise interested; |
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(b) | may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and |
(c) | shall not by reason of his office be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. |
27.2 | For the purposes of Article 27.1: |
(a) | a general notice given to the Directors to the effect that (1) a Director is a member or officer of a specified company or firm and is to be regarded as having an interest in any transaction or arrangement which may after the date of the notice be made with that company or firm; or (2) a Director is to be regarded as interested in any transaction or arrangement which may after the date of the notice be made with a specified person who is connected with him or her shall be deemed to be a sufficient disclosure that the Director has an interest of the nature and extent so specified; and |
(b) | an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his. |
27.3 | A Director must disclose any direct or indirect interest in any transaction or arrangement with the Company, and following a declaration being made pursuant to these Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of any Designated Stock Exchange, and unless disqualified by the chairman of the relevant meeting, a Director may vote in respect of any such transaction or arrangement in which such Director is interested and may be counted in the quorum at such meeting. |
27.4 | Notwithstanding the foregoing, no "Independent Director" (as defined herein) and with respect of whom the Board has determined constitutes an "Independent Director" for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an "Independent Director" of the Company. |
28 | Proceedings of Directors |
28.1 | Subject to Article 23.3, the quorum for the transaction of the business of the Directors shall be a simple majority of the Directors then in office (subject to there being a minimum of three (3) Directors present). A person who holds office as an alternate Director shall, if his appointor is not present, be counted in the quorum. A Director who also acts as an alternate Director shall, if his appointor is not present, count twice towards the quorum, but one such Director shall not constitute a quorum on his own. |
28.2 | Subject to the provisions of these Articles (particularly Article 23.3), the Directors may regulate their proceedings as they determine is appropriate. Unless otherwise required by these Articles or by applicable Law, questions subject to the approval of the Board and/or questions arising at any meeting of the Board shall be decided by a majority of votes. A Director who is also an alternate Director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote. |
28.3 | Meetings of the Directors shall be held at least once every calendar quarter and shall take place either in the City of São Paulo, in the State of São Paulo, Brazil or at such other place as the Board may determine. |
28.4 | A Person may participate in a meeting of the Directors or any committee of Directors by conference telephone, video conference or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting and is counted in a quorum and entitled to vote. |
28.5 | A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors (an alternate Director being entitled to sign such a resolution on behalf of his appointor and if such alternate Director is also a Director, being entitled to sign such resolution both on behalf of his appointor and in his capacity as a Director) shall be as valid and effective as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held. Unless otherwise provided by its terms, such a resolution shall be effective from the date and time of the last signature. |
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28.6 | A Director or alternate Director may, and another Officer on the direction of a Director or alternate Director shall, call a meeting of the Directors by at least three (3) Business Days’ notice in writing to every Director and alternate Director which notice shall set forth time, place and agenda for the respective meeting unless notice is waived by all the Directors (or their alternates) either at, before or after the meeting is held. To any such notice of a meeting of the Directors all the provisions of these Articles relating to the giving of notices by the Company to the Members shall apply mutatis mutandis. |
28.7 | Notwithstanding Article 28.6, if all Directors so agree to the meeting, a Director or alternate Director may, or other Officer on the direction of a Director or alternate Director may, call a meeting of the Directors on shorter notice than is provided for in Article 28.6 by notice in writing to every Director and alternate Director, which notice shall set forth the general nature of the business to be considered. |
28.8 | Subject to these Articles, the continuing Directors (or a sole continuing Director, as the case may be) may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to be equal to such fixed number, or of summoning a general meeting of the Company, but for no other purpose. |
28.9 | All acts done by any meeting of the Directors or of a committee of the Directors (including any person acting as an alternate Director) shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any Director or alternate Director, and/or that they or any of them were disqualified, and/or had vacated their office and/or were not entitled to vote, be as valid as if every such person had been duly appointed and/or not disqualified to be a Director or alternate Director and/or had not vacated their office and/or had been entitled to vote, as the case may be. |
28.10 | A Director who is present at a meeting of the Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Company immediately after the conclusion of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action. |
29 | Secretary |
The Directors may by resolution appoint or remove a Secretary.
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30 | Minutes |
The Directors shall cause minutes to be made in books kept for the purposes of recording:
(a) | all appointments of Officers made by the Directors; and |
(b) | all resolutions and proceedings of meetings of the Company, of the holders of any class of shares in the Company and of the Directors and of committees of Directors, including the names of the Directors present at each such meeting. |
31 | Seal |
31.1 | The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the Seal is affixed, and unless otherwise so determined every such instrument shall be signed by a Director or by such other person as the Directors may authorise. |
31.2 | The Company may have for use in any place or places outside the Islands a duplicate Seal or Seals, each of which shall be a reproduction of the Seal of the Company and, if the Directors so determine, shall have added on its face the name of every place where it is to be used. |
31.3 | The Directors may by resolution determine (i) that any signature required by this Article need not be manual but may be affixed by some other method or system of reproduction or mechanical or Electronic Signature and/or (ii) that any document may bear a printed reproduction of the Seal in lieu of affixing the Seal thereto. |
31.4 | No document or deed otherwise duly executed and delivered by or on behalf of the Company shall be regarded as invalid merely because at the date of the delivery of the deed or document, the Director, Secretary or other Officer or person who shall have executed the same or affixed the Seal thereto, as the case may be, for and on behalf of the Company shall have ceased to hold such office and authority on behalf of the Company. |
32 | Dividends |
32.1 | Subject to the provisions of the Act, the Company may by Ordinary Resolution declare dividends (including interim dividends) in accordance with the respective rights of the Members, but no dividend shall exceed the amount recommended by the Directors. |
32.2 | Subject to the provisions of the Act, the Directors may declare dividends in accordance with the respective rights of the Members and authorise payment of the same out of the funds of the Company lawfully available therefor. If at any time the share capital is divided into different classes of shares, the Directors may pay dividends on shares which confer deferred or non-preferred rights with regard to dividends as well as on shares which confer preferential rights with regard to dividends, but no dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrears. The Directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears that there are sufficient funds of the Company lawfully available for distribution to justify the payment. Provided the Directors act in good faith they shall not incur any liability to the holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of a dividend on any shares having deferred or non-preferred rights. |
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32.3 | The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares in the capital of the Company) as the Directors may from time to time think fit. |
32.4 | Except as otherwise provided by the rights attached to shares and subject to Article 15, all dividends shall be paid in proportion to the number of shares a Member holds as of the date the dividend is declared; save that (a) if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly; and (b) where the Company has shares in issue which are not fully paid up (as to par value) the Company may pay dividends in proportion to the amount paid up on each share. |
32.5 | The Directors may deduct from a dividend or other amounts payable to a person in respect of a share any amounts due from him to the Company on account of a call or otherwise in relation to a share. |
32.6 | Any Ordinary Resolution or Directors’ resolution declaring a dividend may direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to such distribution, the Directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any Member upon the footing of the value so fixed in order to adjust the rights of Members and may vest any assets in trustees. |
32.7 | Any dividend or other moneys payable on or in respect of a share may be paid by cheque sent by post to the registered address of the person entitled or, if two or more persons are the holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the holder, to the registered address of that one of those persons who is first named in the Register of Members or to such person and to such address as the person or persons entitled may in writing direct. Subject to any applicable law or regulations, every cheque shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the cheque shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other moneys payable in respect of the share. |
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32.8 | No dividend or other moneys payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share. |
32.9 | Any dividend which has remained unclaimed for six years from the date when it became due for payment shall, if the Directors so resolve, be forfeited and cease to remain owing by the Company. |
33 | Financial Year, Accounting Records and Audit |
33.1 | Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31 December in each year and, following the year of incorporation, shall begin on 1 January each year. |
33.2 | The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors. The books of account shall be kept at the registered office or at such other place or places as the Directors think fit, and shall always be open to the inspection of the Directors. |
33.3 | No Member shall be entitled to require discovery of or any information with respect to any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the Members of the Company to communicate to the public. |
33.4 | The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books and corporate records of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by applicable law, the listing rules of any Designated Stock Exchange or authorised by the Directors. |
33.5 | Subject to Articles 33.4, and 33.6 a printed copy of the Directors’ report, if any, accompanied by the consolidated statements of financial position, profit or loss, comprehensive income (loss), cash flows and changes in shareholders’ equity, including every document required by the Law to be annexed thereto, made up to the end of applicable financial year, shall be sent to the Members at least ten (10) Business Days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 16.2, provided that this Article 33.5 shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares. |
33.6 | The requirement to send to a Person referred to in Article 33.5 the documents referred to in that Article shall be deemed satisfied where, in accordance with all applicable laws, rules and regulations, including, without limitation, the rules of any Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 33.5 on the Company’s Website, transmits it to SEC’s website or in any other permitted manner (including by sending any other form of Electronic Communication), and that person has agreed or is deemed by the Company to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents. |
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33.7 | Subject to applicable law and to the rules of any Designated Stock Exchange, the accounts relating to the Company’s affairs shall, on an annual basis, be audited by an Authorised Auditor chosen by the Directors. |
33.8 | The Directors, having considered the recommendations of the Audit Committee, shall appoint an auditor of the Company who shall hold office until removed from office by a resolution of the Board, and shall fix his or their remuneration. |
33.9 | Every auditor of the Company shall have a right of access at all times to the books and accounts of the Company and shall be entitled to require from the Directors and Officers such information and explanation as may be necessary for the performance of the duties of the auditors |
33.10 | For so long as Oria holds any Class B Common Shares, the Company and its subsidiaries shall permit Oria’s designated representatives, a reasonable opportunity to visit and inspect the Company’s and its subsidiaries’ properties, to examine their books of account and records and to discuss their affairs, finances and accounts with its officers, all at such reasonable times during normal business hours as may be requested by Oria; |
34 | Capitalisation of Profits |
The Directors may:
(a) | subject as provided in this Article, resolve to capitalise any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve; |
(b) | appropriate the sum resolved to be capitalised to the Members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to such sum, and allot the shares or debentures credited as fully paid to those Members, or as they may direct, in those proportions, or partly in one way and partly in the other, provided that on any such capitalisation holders of Class A Common Shares shall receive Class A Common Shares (or rights to acquire Class A Common Shares, as the case may be) and holders of Class B Common Shares shall receive Class B Common Shares (or rights to acquire Class B Common Shares, as the case may be); |
(c) | resolve that any shares so allotted to any Member in respect of a holding by him of any partly-paid shares rank for dividend, so long as such shares remain partly paid, only to the extent that such partly paid shares rank for dividend; |
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(d) | make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and |
(e) | authorise any person to enter on behalf of all the Members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they may be entitled upon such capitalisation, any agreement made under such authority being binding on all such Members. |
35 | Share Premium Account |
35.1 | The Directors shall in accordance with Section 34 of the Act establish a share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share or capital contributed as described in Article 4.12. |
35.2 | There shall be debited to any share premium account: |
(a) | on the redemption or purchase of a share the difference between the nominal value of such share and the redemption or purchase price provided always that at the discretion of the Directors such sum may be paid out of the profits of the Company or, if permitted by Section 37 of the Act, out of capital; and |
(b) | any other amounts paid out of any share premium account as permitted by Section 34 of the Act. |
36 | Notices |
36.1 | Except as otherwise provided in these Articles and subject to the rules of any Designated Stock Exchange, any notice or document may be served by the Company or by the Person entitled to give notice to any Member either personally or by posting it airmail or by air courier service in a prepaid letter addressed to such Member at his address as appearing in the Register of Members, or by electronic mail to any electronic mail address such Member may have specified in writing for the purpose of such service of notices, or by advertisement in appropriate newspapers in accordance with the requirements of any Designated Stock Exchange or by placing it on the Company’s Website. In the case of joint holders of a Share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders. |
36.2 | Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail. |
36.3 | Any notice or other document, if served by: |
(a) | post, shall be deemed to have been served five days after the time when the letter containing the same is posted; |
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(b) | recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service; |
(c) | electronic mail, shall be deemed to have been served immediately upon the time of the transmission by electronic mail; or |
(d) | placing it on the Company’s Website, shall be deemed to have been served one (1) hour after the notice or document is placed on the Company’s Website. |
36.3.1. In proving service by post or courier service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly posted or delivered to the courier service.
36.4 | A Member present, either in person or by proxy, at any meeting of the Company or of the holders of any class of shares in the Company shall be deemed to have received notice of the meeting, and, where requisite, of the purpose for which it was called. |
36.5 | Any notice or document delivered or sent by post to or left at the registered address of any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt, and whether or not the Company has notice of his death or bankruptcy, be deemed to have been duly served in respect of any Share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the Share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all Persons interested (whether jointly with or as claiming through or under him) in the Share. |
36.6 | Notice of every general meeting of the Company shall be given to: |
(a) | all Members holding Shares with the right to receive notice and who have supplied to the Company an address, facsimile number or email address for the giving of notices to them; and |
(b) | every Person entitled to a Share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting. |
No other Person shall be entitled to receive notices of general meetings.
37 | Winding Up |
Subject to Article 19.3:
37.1 | The Board shall have the power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up. |
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37.2 | If the Company is wound up, the liquidator may, with the sanction of a Special Resolution and any other sanction required by the Law, divide among the Members in specie the whole or any part of the assets of the Company and may, for that purpose, value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of the assets in trustees upon such trusts for the benefit of the Members as he with the like sanction determines, but no Member shall be compelled to accept any assets upon which there is a liability. |
37.3 | If the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid up capital, such assets shall be distributed so that, as nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up, on the shares held by them respectively. If in a winding up the assets available for distribution amongst the Members shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst the Members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively. This Article is to be without prejudice to the rights of the holders of shares issued upon special terms and conditions. |
38 | Indemnity |
38.1 | Every Indemnified Person for the time being and from time to time of the Company and the personal representatives of the same shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities, judgments, fines, settlements and other amounts (including reasonable attorneys’ fees and expenses and amounts paid in settlement and costs of investigation (collectively "Losses") incurred or sustained by him otherwise than by reason of his own dishonesty, wilful default or fraud in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any Losses incurred by him in defending or investigating (whether successfully or otherwise) any civil, criminal, investigative and administrative proceedings concerning or in any way related to the Company or its affairs in any court whether in the Islands or elsewhere. Such Losses incurred in defending or investigating any such proceeding shall be paid by the Company as they are incurred upon receipt, in each case, of an undertaking by or on behalf of the Indemnified Person to repay such amounts if it is ultimately determined by a non-appealable order of a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification hereunder with respect thereto. |
38.2 | No such Indemnified Person of the Company and the personal representatives of the same shall be liable (i) for the acts, receipts, neglects, defaults or omissions of any other Director or Officer or agent of the Company or (ii) by reason of his having joined in any receipt for money not received by him personally or in any other act to which he was not a direct party for conformity or (iii) for any loss on account of defect of title to any property of the Company or (iv) on account of the insufficiency of any security in or upon which any money of the Company shall be invested or (v) for any loss incurred through any bank, broker or other agent or any other party with whom any of the Company’s property may be deposited or (vi) for any loss, damage or misfortune whatsoever which may happen in or arise from the execution or discharge of the duties, powers, authorities or discretions of his office or in relation thereto or (vii) for any loss occasioned by any negligence, default, breach of duty, breach of trust, error of judgement or oversight on such Person’s part, unless he has acted dishonestly, with wilful default or through fraud. |
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38.3 | The Company hereby acknowledges that certain Indemnified Persons may have certain rights to indemnification, advancement of expenses and/or insurance from or against (other than directors’ and officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any such insurance obtained or maintained pursuant to Article 38.4 hereof) Other Indemnitors. The Company hereby agrees that: (i) it is the indemnitor of first resort (i.e., its obligations to an Indemnified Person are primary and any obligation of any Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by such Indemnified Person are secondary); (ii) it shall be required to advance the full amount of expenses incurred by an Indemnified Person and shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of these Articles (or any other agreement between the Company and an Indemnified Person) without regard to any rights an Indemnified Person may have against any Other Indemnitors; and (iii) it irrevocably waives, relinquishes and releases any Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by any Other Indemnitors on behalf of an Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from the Company shall affect the foregoing, and without prejudice to Article 39 below, Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Company. For the avoidance of doubt, no Person or entity providing directors’ or officers’ or similar insurance obtained or maintained by or on behalf of the Company or any of its subsidiaries, including any Person providing such insurance obtained or maintained pursuant to Article 38.4 hereof, shall be an Other Indemnitor. |
38.4 | The Directors may exercise all the powers of the Company to purchase and maintain insurance for the benefit of a Person who is or was (whether or not the Company would have the power to indemnify such Person against such liability under the provisions of this Article 38 or under applicable law): (a) a Director, alternate Director, Secretary or auditor of the Company or of a company which is or was a subsidiary of the Company or in which the Company has or had an interest (whether direct or indirect); or (b) the trustee of a retirement benefits scheme or other trust in which a person referred to in Article 38.1 is or has been interested, indemnifying him against any liability which may lawfully be insured against by the Company. |
39 | Claims Against the Company |
Notwithstanding Article 38.3, unless otherwise determined by a majority of the Board, in the event that (i) any Member (the "Claiming Party") initiates or asserts any claim or counterclaim ("Claim") or joins, offers substantial assistance to or has a direct financial interest in any Claim against the Company and (ii) the Claiming Party (or the third party that received substantial assistance from the Claiming Party or in whose Claim the Claiming Party had a direct financial interest) does not obtain a judgment on the merits in which the Claiming Party prevails, then each Claiming Party shall, to the fullest extent permissible by law, be obligated jointly and severally to reimburse the Company for all fees, costs and expenses (including, but not limited to, all reasonable attorneys’ fees and other litigation expenses) that the Company may incur in connection with such Claim.
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40 | Untraceable Members |
40.1 | Without prejudice to the rights of the Company under Article 40.2, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two (2) consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered. |
40.2 | The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless: |
(a) | all cheques or warrants in respect of dividends of the shares in question, being not less than three (3) in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by these Articles of the Company have remained uncashed; |
(b) | so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and |
(c) | the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement. |
40.2.1. | For the purposes of the foregoing, the "relevant period" means the period commencing twelve (12) years before the date of publication of the advertisement referred to in this Article 40.2 and ending at the expiry of the period referred to in that paragraph. |
40.3 | To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such persons shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankruptcy or otherwise under any legal disability or incapacity. |
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41 | Amendment of Memorandum of Articles |
41.1 | Subject to the Law and these Articles, the Company may by Special Resolution change its name or change the provisions of the Memorandum with respect to its objects, powers or any other matter specified therein. |
41.2 | Subject to the Law and as provided in these Articles, the Company may at any time and from time to time by Special Resolution, and with the consent of the Major Shareholders, alter or amend these Articles in whole or in part. |
42 | Transfer by Way of Continuation |
The Company may by Special Resolution resolve to be registered by way of continuation in a jurisdiction outside the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.
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Exhibit 4.01
DATED: 2021
BOBSIN LLC
ORIA ZENVIA CO-INVESTMENT HOLDINGS, LP
ORIA ZENVIA CO-INVESTMENT HOLDINGS II, LP
ORIA TECH ZENVIA CO-INVESTMENT – FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA
ORIA TECH I INOVAÇÃO FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA
and
ZENVIA INC.
REGISTRATION RIGHTS AGREEMENT
TABLE OF CONTENTS
Page
ARTICLE 1 DEFINITIONS | 1 |
Section 1.01. Defined Terms | 1 |
Section 1.02. General Interpretive Principles | 4 |
ARTICLE 2 REGISTRATION RIGHTS | 5 |
Section 2.01. Registration | 5 |
Section 2.02. Piggyback Registrations | 8 |
Section 2.03. Selection of Underwriter(s) | 9 |
Section 2.04. Registration Procedures. | 10 |
Section 2.05. Holdback Agreements | 14 |
Section 2.06. Underwriting Agreement in Underwritten Offerings | 15 |
Section 2.07. Registration Expenses Paid By Company | 15 |
Section 2.08. Indemnification | 15 |
Section 2.09. Reporting Requirements; Rule 144 | 17 |
Section 2.10. Limitations on Subsequent Registration Rights | 17 |
ARTICLE 3 MISCELLANEOUS | 18 |
Section 3.01. Term | 18 |
Section 3.02. Notices | 18 |
Section 3.03. Successors, Assigns and Transferees | 19 |
Section 3.04. GOVERNING LAW; NO JURY TRIAL. | 19 |
Section 3.05. Specific Performance | 20 |
Section 3.06. Headings | 20 |
Section 3.07. Severability | 20 |
Section 3.08. Amendment; Waiver | 20 |
Section 3.09. Further Assurances | 21 |
Section 3.10. Counterparts | 21 |
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REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT, dated as of , 2021 (this “Agreement”), is by and between Zenvia Inc., a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies, whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and Bobsin LLC (“Bobsin LLC”), Oria Zenvia Co-investment Holdings, LP (“Oria Zenvia Co-Investment I”), Oria Zenvia Co-investment Holdings II, LP (“Oria Zenvia Co-Investment II”), Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia (“Oria Tech Zenvia FIP”) and Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia (“Oria Tech FIP I” and together with Bobsin LLC, Oria Zenvia Co-Investment I, Oria Zenvia Co-Investment II, Oria Tech Zenvia FIP and Oria Tech FIP I, the “Pre-IPO Shareholders”).
W I T N E S S E T H:
WHEREAS, the Company is currently contemplating an underwritten initial public offering (“IPO”) of its Class A Shares (as defined below); and
WHEREAS, the Company desires to grant registration rights to the Pre-IPO Shareholders on the terms and conditions set out in this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements contained herein, the parties hereto agree as follows:
ARTICLE
1
DEFINITIONS
Section 1.01. Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
“Action” means any demand, action, suit, countersuit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority or any federal, state, local, foreign or international arbitration or mediation tribunal.
“Affiliate” has the meaning provided in the Company’s Articles of Association;
“Agreement” has the meaning set forth in the preamble to this Agreement.
“Articles of Association” means the amended and restated memorandum and articles of association of the Company adopted by special resolution of the Company dated 2021 as it may be amended from time to time;
“Business Day” means any day (other than a Saturday or Sunday) on which banks are open for general business in New York and São Paulo.
“Class A Shares” means the Class A common shares of the Company having the rights set out in the Articles of Association.
“Class B Shares” means the Class B common shares of the Company having the rights set out in the Articles of Association.
“Company Notice” has the meaning set forth in Section 2.01(a).
“Company Takedown Notice” has the meaning set forth in Section 2.01(f).
“Demand Registration” has the meaning set forth in Section 2.01(a).
“Equity Securities” means Class A Shares, Class B Shares and any securities convertible into or exchangeable or exercisable for Shares and preferred shares of the Company, as adjusted by any capital increase, share split, share dividend, combination, subdivision, recapitalization or the like.
“Eligible Holders” has the meaning set forth in Section 2.01(a).
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“FINRA” means the Financial Industry Regulatory Authority.
“Pre-IPO Shareholders” has the meaning set forth in the preamble to this Agreement and shall include their successors, by merger, acquisition, reorganization or otherwise.
“Governmental Authority” means any nation or government, any state, province or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administration functions of or pertaining to government, or any government authority, agency, department, board, tribunal, commission or instrumentality of the United Kingdom, Federative Republic of Brazil, any other foreign government, or any municipality or other political subdivision thereof, and any court, tribunal or arbitrator(s) of competent jurisdiction, and any governmental or other agency or authority.
“Holder” shall mean the Pre-IPO Shareholders, any of their Affiliates, so long as such Person holds any Registrable Securities or Class B Shares convertible into Registrable Securities, and any Person owning Registrable Securities or Class B Common Shares convertible into Registrable Securities who is a permitted transferee of rights under Section 3.03.
“Initiating Holder” has the meaning set forth in Section 2.01(a).
“IPO” has the meaning set forth in the recitals to this Agreement.
“Loss” or “Losses” has the meaning set forth in Section 2.08(a).
“Person” means individual, corporation, general or limited partnership, limited liability company, joint stock company, joint venture, estate, trust, association, organization or any other entity or any Governmental Authority.
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“Piggyback Registration” has the meaning set forth in Section 2.02(a).
“Prospectus” means the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus.
“Registrable Securities” means any (i) Shares held by any Holder, (ii) any Shares issuable upon the conversion, exchange or exercise of Equity Securities held by any Holder, (iii) any Shares issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the Shares referenced in (i) or (ii) above; provided that any such Shares shall cease to be Registrable Securities if (i) they have been registered and sold pursuant to an effective Registration Statement, (ii) they have been transferred by a Holder in a transaction in which the Holder’s rights under this Agreement are not, or cannot be, assigned, (iii) they may be sold pursuant to Rule 144 under the Securities Act without limitation thereunder on volume or manner of sale and the Holder of such securities does not then beneficially own more than 10% of the combined voting power of outstanding common shares of the Company, or (iv) they have ceased to be outstanding.
“Registration” means a registration with the SEC of the offer and sale to the public of Class A Shares under a Registration Statement. The terms “Register,” “Registered” and “Registering” shall have a correlative meaning.
“Registration Expenses” shall mean all expenses incident to the Company’s performance of or compliance with this Agreement, including all (i) registration, qualification and filing fees; (ii) expenses incurred in connection with the preparation, printing and filing under the Securities Act of the Registration Statement, any Prospectus and any issuer free writing prospectus and the distribution thereof; (iii) the fees and expenses of the Company’s counsel and independent accountants; (iv) the fees and expenses incurred in connection with the registration or qualification and determination of eligibility for investment of the Shares under the state or foreign securities or blue sky laws and the preparation, printing and distribution of a blue sky or legal investment memorandum (including the related fees and expenses of counsel); (v) the costs and charges of any transfer agent and any registrar; all expenses and application fees incurred in connection with any filing with, and clearance of an offering by, FINRA; (vii) expenses incurred in connection with any “road show” presentation to potential investors; (viii) printing expenses, messenger, telephone and delivery expenses; (ix) internal expenses of the Company (including all salaries and expenses of employees of the Company performing legal or accounting duties); and (x) fees and expenses of listing any Registrable Securities on any securities exchange on which Class A Shares are then listed; but excluding any Selling Expenses.
“Registration Period” has the meaning set forth in Section 2.01(c).
“Registration Rights” shall mean the rights of the Holders to cause the Company to Register Registrable Securities pursuant to this Agreement.
“Registration Statement” means any registration statement of the Company filed with, or to be filed with, the SEC under the rules and regulations promulgated under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.
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“SEC” means the U.S. Securities and Exchange Commission.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Selling Expenses” means all underwriting discounts, selling commissions and transfer taxes applicable to the sale of Registrable Securities hereunder.
“Shares” means all Class A Shares that are beneficially owned by the Pre-IPO Shareholders, any of their Affiliates or any permitted transferee of rights under Section 3.03 from time to time, whether or not held immediately following the IPO.
“Shelf Registration” means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Class A Shares pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).
“Subsidiary” means, when used with respect to any Person, (a) a corporation in which such Person or one or more Subsidiaries of such Person, directly or indirectly, owns capital stock having a majority of the total voting power in the election of directors of all outstanding shares of all classes and series of capital stock of such corporation entitled generally to vote in such election; and (b) any other Person (other than a corporation) in which such Person or one or more Subsidiaries of such Person, directly or indirectly, has (i) a majority ownership interest or (ii) the power to elect or direct the election of a majority of the members of the governing body of such first-named Person.
“Takedown Notice” has the meaning set forth in Section 2.01(f).
“Underwritten Offering” means a Registration in which securities of the Company are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public.
Section 1.02. General Interpretive Principles. Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereof,” “herein,” “hereunder” and similar terms refer to this Agreement as a whole (including the exhibits hereto), and references herein to Articles and Sections refer to Articles and Sections of this Agreement. Except as otherwise indicated, all periods of time referred to herein shall include all Saturdays, Sundays and holidays; provided, however, that if the date to perform the act or give any notice with respect to this Agreement shall fall on a day other than a Business Day, such act or notice may be performed or given timely if performed or given on the next succeeding Business Day. References to a Person are also to its permitted successors and assigns. The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
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ARTICLE
2
REGISTRATION RIGHTS
Section 2.01. Registration.
(a) Request. The Pre-IPO Shareholders shall each have the right to request that the Company file a Registration Statement with the SEC on the appropriate registration form for all or part of the Registrable Securities held (and for avoidance of doubt, that would be held upon conversion of Class B Shares into Registrable Securities) by such Holder once such Holder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) by delivering a written request to the Company specifying the kind and number of shares of Registrable Securities such Holder wishes to Register and the intended method of distribution thereof (a “Demand Registration” and the Holder submitting such Demand Registration, the “Initiating Holder”). The Company shall (i) within 10 days of the receipt of such request, give written notice of such Demand Registration (the “Company Notice”) to all Holders other than the relevant Initiating Holder (the “Eligible Holders”), (ii) use its reasonable best efforts to file a Registration Statement in respect of such Demand Registration within 45 days of receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. The Company shall include in such Registration all Registrable Securities that the Eligible Holders request to be included within the 10 Business Days following their receipt of the Company Notice.
(b) Limitations of Demand Registrations. There shall be no limitation on the number of Demand Registrations pursuant to Section 2.01(a); provided, however, that the Pre-IPO Shareholders jointly considered shall not require the Company to effect more than three Demand Registrations in a 12-month period. In the event that any Person shall have received rights to Demand Registrations pursuant to Section 3.03, and such Person shall have made a Demand Registration request, such request shall be treated as having been made by the Holder who transferred such rights to such Person. The Registrable Securities requested to be Registered pursuant to Section 2.01(a) (including, for the avoidance of doubt, the Registrable Securities of Eligible Holders requested to be registered) must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least U$$25,000,000 or (ii) all of the remaining Registrable Securities owned by the Initiating Holder and its Affiliates or that would be owned upon conversion of all of the Class B Shares held by the Initiating Holder and its Affiliates into Class A Shares.
(c) Effective Registration. The Company shall be deemed to have effected a Registration for purposes of Section 2.01(a) if the Registration Statement is declared effective by the SEC or becomes effective upon filing with the SEC, and remains effective until the earlier of (i) the date when all Registrable Securities thereunder have been sold and (ii) 60 days from the effective date of the Registration Statement (the “Registration Period”). No Registration shall be deemed to have been effective if (i) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied by reason of the Company or (ii) the number of Registrable Securities included in any such Registration Statement is reduced in accordance with Section 2.01(e) such that less than 25% of the aggregate number of Registrable Securities requested to be Registered pursuant to Section 2.01(a) are included. If, during the Registration Period, such Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other Governmental Authority, the Registration Period shall be extended on a day-for-day basis for any period the Holder is unable to complete an offering as a result of such stop order, injunction or other order or requirement of the SEC or other Governmental Authority.
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(d) Underwritten Offering. If the Initiating Holder so indicates at the time of its request pursuant to Section 2.01(a), such offering of Registrable Securities shall be in the form of an Underwritten Offering and the Company shall include such information in the Company Notice. In the event that the Initiating Holder intends to distribute the Registrable Securities by means of an Underwritten Offering, no Holder may include Registrable Securities in such Registration unless such Holder, subject to the limitations set forth in Section 2.06, (i) agrees to sell its Registrable Securities on the basis provided in the applicable underwriting arrangements; (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and (iii) cooperates with the Company’s reasonable requests in connection with such Registration (it being understood that the Company’s failure to perform its obligations hereunder, which failure is caused by such Holder’s failure to cooperate, will not constitute a breach by the Company of this Agreement).
(e) Priority of Securities in an Underwritten Offering. If the Company, after consultation with the managing underwriter or underwriters of a proposed Underwritten Offering, including an Underwritten Offering from a Shelf Registration, pursuant to this Section 2.01, determines in its sole reasonable discretion that the number of securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the number of securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder (if there is any) other than the Initiating Holder and the Eligible Holders; second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Company; third, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Eligible Holders and their Affiliates that have been requested to be included therein; and finally, there shall be excluded from the Underwritten Offering any securities to be sold for the account of the Initiating Holder and its Affiliates that have been requested to be included therein, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number determined by the Company after consultation with the managing underwriter or underwriters.
(f) Shelf Registration. At any time after the date hereof when the Company is eligible to Register the applicable Registrable Securities on Form F-3 (or a successor form) and an Initiating Holder is entitled to request Demand Registrations, such Initiating Holder may request the Company to effect a Demand Registration as a Shelf Registration. For the avoidance of doubt, the requirement that (i) the Company deliver a Company Notice in connection with a Demand Registration and (ii) the right of Eligible Holders to request that their Registrable Securities be included in a Registration Statement filed in connection with a Demand Registration, each as set forth in Section 2.01(a), shall apply to a Demand Registration that is effected as Shelf Registration. There shall be no limitations on the number of Underwritten Offerings pursuant to a Shelf Registration; provided, however, that the Pre-IPO Shareholder jointly considered may not require the Company to effect more than three Underwritten Offerings collectively in a 12-month period. If any Initiating Holder holds Registrable Securities included on a Shelf Registration, or Class B Shares convertible into Registrable Securities included on a Shelf Registration, it shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company specifying the kind and number of shares of Registrable Securities such Initiating Holder wishes to include in the shelf takedown (“Takedown Notice”). The Company shall (i) within five days of the receipt of a Takedown Notice, give written notice of such Takedown Notice to all Holders of Registrable Securities or Class B Shares convertible into Registrable Securities included on such Shelf Registration (the “Company Takedown Notice”), and (ii) shall take all actions reasonably requested by the Initiating Holder who submitted the Takedown Notice, including the filing of a Prospectus supplement and the other actions described in Section 2.04, in accordance with the intended method of distribution set forth in the Takedown Notice as expeditiously as practicable. If the takedown is an Underwritten Offering, the Company shall include in such Underwritten Offering all Registrable Securities that the Holders of Registrable Securities (or Class B Shares convertible into Registrable Securities) included in the Registration Statement for such Shelf Registration, request be included within the five Business Days following such Holders’ receipt of the Company Takedown Notice. If the takedown is an Underwritten Offering, the Registrable Securities requested to be included in a shelf takedown must represent (i) an aggregate offering price of Registrable Securities that is reasonably expected to equal at least US$25,000,000 or (ii) all of the remaining Registrable Securities owned by the requesting Initiating Holder and its Affiliates or that would be owned upon conversion of all of the Class B Shares held by the requesting Initiating Holder and its Affiliates into Class A Shares.
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(g) SEC Form. Except as set forth in the next sentence, the Company shall use its reasonable best efforts to cause Demand Registrations to be Registered on Form F-3 (or any successor form), and if the Company is not then eligible under the Securities Act to use Form F-3, Demand Registrations shall be Registered on Form F-1 (or any successor form). The Company shall use its reasonable best efforts to become eligible to use Form F-3 and, after becoming eligible to use Form F-3, shall use its reasonable best efforts to remain so eligible. All Demand Registrations shall comply with applicable requirements of the Securities Act and, together with each Prospectus included, filed or otherwise furnished by the Company in connection therewith, shall not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
(h) Postponement. Upon notice to, in the case of a Demand Registration, the Initiating Holder for such Demand Registration and any other Eligible Holders or, in the case of a shelf takedown, the Initiating Holder or Holders requesting such shelf takedown and any other Holders to which a Company Takedown Notice has been delivered with respect to such shelf takedown, the Company may postpone effecting a Registration or shelf takedown, as applicable, pursuant to this Section 2.01 on two occasions during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days (which period may not be extended or renewed), if (i) the Company reasonably believes that effecting the Registration or shelf takedown, as applicable, would materially and adversely affect a proposal or plan by the Company to engage in (directly or indirectly through any of its Subsidiaries): (x) a material acquisition or divestiture of assets; (y) a merger, consolidation, tender offer, reorganization, primary offering of the Company’s securities or similar material transaction; or (z) a material financing or any other material business transaction with a third party or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Company reasonably believes would not be in the best interests of the Company.
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(i) Right to Withdraw. Unless otherwise agreed, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.01 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such Holder’s request to withdrawn and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Demand Registration at any time prior to the effective date thereof.
Section 2.02. Piggyback Registrations.
(a) Participation. If the Company proposes to file a Registration Statement under the Securities Act with respect to any offering of Class A Shares for its own account and/or for the account of any other Persons (other than a Registration (i) under Section 2.01 hereof, (ii) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit arrangement) or Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) in connection with any dividend reinvestment or similar plan or (iv) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction), then, as soon as practicable (but in no event less than 5 days prior to the proposed date of filing such Registration Statement), the Company shall give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the opportunity to Register under such Registration Statement such number of Registrable Securities (or Class B Shares convertible into Registrable Securities) as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.02(a) and Section 2.02(c), the Company shall include in such Registration Statement all such Registrable Securities that are requested to be included therein within seven Business Days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities pursuant to this Section 2.02(a) and prior to the effective date of the Registration Statement filed in connection with such Registration, the Company shall determine for any reason not to Register or to delay Registration of such securities, the Company may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration and shall have no liability to any Holder in connection with such termination, and (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other Class A Shares, in each case without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.01. For the avoidance of doubt, no Registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.01. If the offering pursuant to a Registration Statement pursuant to this Section 2.02 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.02(a) shall, and the Company shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. If the Company files a Shelf Registration for its own account and/or for the account of any other Persons, the Company agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Securities Act in order to ensure that the Holders may be added to such Shelf Registration at a later time through the filing of a Prospectus supplement rather than a post-effective amendment.
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(b) Right to Withdraw. Unless otherwise agreed, each Holder shall have the right to withdraw such Holder’s request for inclusion of its Registrable Securities in any Underwritten Offering pursuant to this Section 2.02 at any time prior to the execution of an underwriting agreement with respect thereto by giving written notice to the Company of such Holder’s request to withdraw and, subject to the preceding clause, each Holder shall be permitted to withdraw all or part of such Holder’s Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof.
(c) Priority of Piggyback Registration. If the managing underwriter or underwriters of any proposed Underwritten Offering of a class of Registrable Securities included in a Piggyback Registration informs the Company and the Holders in writing that, in its or their reasonable opinion, the number of securities of such class which such Holder and any other Persons intend to include in such Underwritten Offering exceeds the number which can be sold in such Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Underwritten Offering shall be reduced in the following order of priority: first, there shall be excluded from the Underwritten Offering any securities to be sold for the account of any selling securityholder other than the Holders (if there is any); and second, there shall be excluded from the Underwritten Offering any securities to be sold for the account of Holders and their Affiliates that have been requested to be included therein, pro rata based on the number of Registrable Securities and Class B Shares convertible into Registrable Securities owned by each such Holder, in each case to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the managing underwriter or underwriters.
Section 2.03. Selection of Underwriter(s). In any Underwritten Offering pursuant to Section 2.01, the Company shall select the underwriter(s). The Company may consult with the Initiating Holder in the selection of such underwriter(s), provided that the Company shall be under no obligation to the Initiating Holder as a result of or in connection with such consultation.
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Section 2.04. Registration Procedures.
(a) In connection with the Registration and/or sale of Registrable Securities pursuant to this Agreement, through an Underwritten Offering or otherwise, the Company shall use reasonable best efforts to effect or cause the Registration and the sale of such Registrable Securities in accordance with the intended methods of disposition thereof and:
(i) prepare and file the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and before filing with the SEC a Registration Statement or Prospectus, or any amendments or supplements thereto, (A) furnish to the underwriters, if any, and to the Holders participating in such Registration, copies of all documents prepared to be filed, which documents will be subject to the review of such underwriters and such participating Holders and their respective counsel, and (B) consider in good faith any comments of the underwriters and Holders and their respective counsel on such documents;
(ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective in accordance with the terms of this Agreement and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares Registered thereon;
(iii) in the case of a Shelf Registration, prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the 3rd anniversary after the effective date of such Registration Statement;
(iv) notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such advice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company (A) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, or when the applicable Prospectus or any amendment or supplement to such Prospectus has been filed, (B) of any written comments by the SEC or any request by the SEC or any other Governmental Authority for amendments or supplements to such Registration Statement or such Prospectus or for additional information, (C) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, (D) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects, and (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;
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(v) promptly notify each selling Holder and the managing underwriter or underwriters, if any, when the Company becomes aware of the occurrence of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus and any preliminary Prospectus, in light of the circumstances under which they were made) not misleading or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, in either case as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holder and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus which will correct such statement or omission or effect such compliance;
(vi) use its reasonable best efforts to prevent or obtain the withdrawal of any stop order or other order suspending the use of any preliminary or final Prospectus;
(vii) promptly incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and the Holders may reasonably request to be included therein in order to permit the intended method of distribution of the Registrable Securities; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;
(viii) furnish to each selling Holder and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);
(ix) deliver to each selling Holder and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary Prospectus) and any amendment or supplement thereto as such Holder or underwriter may reasonably request (it being understood that the Company consents to the use of such Prospectus or any amendment or supplement thereto by each selling Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto) and such other documents as such selling Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter;
(x) on or prior to the date on which the applicable Registration Statement is declared effective or becomes effective, use its reasonable best efforts to register or qualify, and cooperate with each selling Holder, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or “blue sky” laws of each state and other jurisdiction of the United States as any selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such registration or qualification in effect for so long as such Registration Statement remains in effect and so as to permit the continuance of sales and dealings in such jurisdictions of the United States for so long as may be necessary to complete the distribution of the Registrable Securities covered by the Registration Statement; provided that the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;
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(xi) in connection with any sale of Registrable Securities that will result in such securities no longer being Registrable Securities, cooperate with each selling Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive Securities Act legends; and to register such Registrable Securities in such denominations and such names as such selling Holder or the underwriter(s), if any, may request at least two Business Days prior to such sale of Registrable Securities; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;
(xii) cooperate and assist in any filings required to be made with the FINRA and each securities exchange, if any, on which any of the Company’s securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s securities are then quoted, and in the performance of any due diligence investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of each such exchange, and use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;
(xiii) not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company; provided that the Company may satisfy its obligations hereunder without issuing physical stock certificates through the use of The Depository Trust Company’s Direct Registration System;
(xiv) in the case of an Underwritten Offering, obtain for delivery to and addressed to the selling Holders and the underwriter or underwriters, an opinion from the Company’s outside counsel in customary form and content for the type of Underwritten Offering, dated the date of the closing under the underwriting agreement;
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(xv) in the case of an Underwritten Offering, obtain for delivery to and addressed to the underwriter or underwriters and, to the extent agreed by the Company’s independent certified public accountants, each selling Holder, a comfort letter from the Company’s independent certified public accountants (and the independent certified public accountants with respect to any acquired company financial statements) in customary form and content for the type of Underwritten Offering, including with comfort letters customarily delivered in connection with quarterly period financial statements if applicable, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;
(xvi) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;
(xvii) cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s Class A Shares are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s Class A Shares are then quoted, including the filing of any required supplemental listing application;
(xviii) provide (A) each Holder participating in the Registration, (B) the underwriters (which term, for purposes of this Agreement, shall include a Person deemed to be an underwriter within the meaning of Section 2(11) of the Securities Act), if any, of the Registrable Securities to be Registered, (C) the sale or placement agent therefor, if any, (D) counsel for such underwriters or agent, and (E) any attorney, accountant or other agent or representative retained by such Holder or any such underwriter, as selected by such Holder, the opportunity to participate in the preparation of such Registration Statement, each Prospectus included therein or filed with the SEC, and each amendment or supplement thereto, and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such Holder(s) and their counsel should be included; and for a reasonable period prior to the filing of such Registration Statement, make available upon reasonable notice at reasonable times and for reasonable periods for inspection by the parties referred to in (A) through (E) above, all pertinent financial and other records, pertinent corporate documents and properties of the Company that are available to the Company, and cause the Company’s officers, employees and the independent public accountants who have certified its financial statements to make themselves available at reasonable times and for reasonable periods, to discuss the business of the Company and to supply all information available to the Company reasonably requested by any such Person in connection with such Registration Statement as shall be necessary to enable them to exercise their due diligence responsibility, subject to the foregoing, provided that any such Person gaining access to information or personnel pursuant to this Section 2.04(a)(xviii) shall agree to use reasonable efforts to protect the confidentiality of any information regarding the Company which the Company determines in good faith to be confidential, and of which determination such Person is notified, unless (x) the release of such information is required by law or regulation or is requested or required by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process, (y) such information is or becomes publicly known without a breach of this Agreement, (F) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or (z) such information is independently developed by such Person;
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(xix) to cause the executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any Underwritten Offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto; and
(xx) take all other customary steps reasonably necessary to effect the Registration, offering and sale of the Registrable Securities.
(b) As a condition precedent to any Registration hereunder, the Company may require each Holder as to which any Registration is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder, its ownership of Registrable Securities and other matters as the Company may from time to time reasonably request in writing. Each such Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.
(c) Each Holder agrees that, upon receipt of any written notice from the Company of the occurrence of any event of the kind described in Section 2.04(a)(v), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v), or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the period during which the applicable Registration Statement for a Demand Registration is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 2.04(a)(v) or is advised in writing by the Company that the use of the Prospectus may be resumed.
Section 2.05. Holdback Agreements. Each of the Company and the Holders agrees, upon notice from the managing underwriter or underwriters in connection with any Registration for an Underwritten Offering of the Company’s securities (other than pursuant to a registration statement on Form F-4 or any similar or successor form or pursuant to a registration solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), not to effect (other than pursuant to such Registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of, any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the managing underwriters during such period as reasonably requested by the managing underwriters (but in no event longer than the seven days before and the 180 days after the pricing of such Underwritten Offering); and subject to reasonable and customary exceptions to be agreed with such managing underwriter or underwriters. Notwithstanding the foregoing, no holdback agreements of the type contemplated by this Section 2.05 shall be required of Holders unless each of the Company’s directors and executive officers agrees to be bound by a substantially identical holdback agreement for at least the same period of time.
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Section 2.06. Underwriting Agreement in Underwritten Offerings. If requested by the managing underwriters for any Underwritten Offering, the Company and the participating Holders shall enter into an underwriting agreement in customary form with such underwriters for such offering; provided, however, that no Holder shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding (i) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances created by such Holder, (ii) such Holder’s power and authority to effect such transfer, (iii) such matters pertaining to such Holder’s compliance with securities laws as reasonably may be requested and (iv) such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 2.08 hereof.
Section 2.07. Registration Expenses Paid By Company. In the case of any Registration of Registrable Securities required pursuant to this Agreement (including any Registration that is delayed or withdrawn) or proposed Underwritten Offering pursuant to this Agreement, the Company shall pay all Registration Expenses regardless of whether the Registration Statement becomes effective or the Underwritten Offering is completed. The Company shall have no obligation to pay any Selling Expenses for Registrable Securities offered by any Holders.
Section 2.08. Indemnification.
(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Holder and such Holder’s officers, directors, employees, advisors, Affiliates and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Holder from and against any and all losses, claims, damages, liabilities (or actions in respect thereof, whether or not such indemnified party is a party thereto) and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “Loss” and collectively “Losses”) arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus (as defined in Rule 405 under the Securities Act) that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading; provided, however, that the Company shall not be liable to any particular indemnified party in any such case to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such Registration Statement in reliance upon and in conformity with written information furnished to the Company by such indemnified party expressly for use in the preparation thereof. This indemnity shall be in addition to any liability the Company may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder or any indemnified party and shall survive the transfer of such securities by such Holder.
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(b) Indemnification by the Selling Holder. Each selling Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Company and the Company’s directors, officers, employees, advisors, Affiliates and agents and each Person who controls the Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses arising out of or based upon (i) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was Registered under the Securities Act (including any final or preliminary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein), or any such statement made in any free writing prospectus that the Company has filed or is required to file pursuant to Rule 433(d) of the Securities Act, or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading but only to the extent, in each of cases (i) or (ii), that such untrue statement or omission is contained in any information furnished in writing by such selling Holder to the Company expressly for inclusion in such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. Except if agreed in writing by the Company and such Selling Shareholder at the time of the offering of any Registration Securities, it is understood that no such information was furnished by such selling Holder to the Company for inclusion in any such Registration Statement, Prospectus, preliminary Prospectus or free writing prospectus. In no event shall the liability of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of the Registrable Securities giving rise to such indemnification obligation. This indemnity shall be in addition to any liability the selling Holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party.
(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that any delay or failure to so notify the indemnifying party shall relieve the indemnifying party of its obligations hereunder to the extent that it is materially prejudiced by reason of such delay or failure) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided, however, that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless (a) the indemnifying party has agreed in writing to pay such fees or expenses, (b) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder, (c) the named parties to any proceeding include both such indemnified and the indemnifying party and the indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or (d) in the reasonable judgment of any such Person, based upon written advice of its counsel, a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person). If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its consent, but such consent may not be unreasonably withheld, conditioned or delayed. If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party, which consent may not be unreasonably withheld, conditioned or delayed. No indemnifying party shall consent to entry of any judgment or enter into any settlement without the consent of the indemnified party which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation. It is understood that the indemnifying party or parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm (in addition to any appropriate local counsel) at any one time from all such indemnified party or parties unless (x) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, (y) an indemnified party has reasonably concluded (based on written advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or (z) a conflict or potential conflict exists or in the reasonable judgment of such indemnified party may exist (based on advice of counsel to an indemnified party) between such indemnified party or parties and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel.
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(d) Contribution. If for any reason the indemnification provided for in Section 2.08(a) or Section 2.08(b) is unavailable to an indemnified party or insufficient to hold it harmless as contemplated by Section 2.08(a) or Section 2.08(b), then the indemnifying party shall, to the fullest extent permitted by law, in lieu of indemnifying such indemnified party thereunder, contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with the statements or omissions which resulted in such Loss as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding anything in this Section 2.08(d) to the contrary, no indemnifying party (other than the Company) shall be required pursuant to this Section 2.08(d) to contribute any amount in excess of the amount by which the net proceeds received by such indemnifying party from the sale of Registrable Securities in the offering to which the Losses of the indemnified parties relate (before deducting expenses, if any) exceeds the amount of any damages which such indemnifying party has otherwise been required to pay by reason of such untrue statement or omission. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 2.08(d) were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 2.08(d). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The amount paid or payable by an indemnified party hereunder shall be deemed to include, for purposes of this Section 2.08(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim, damage, expense, liability, action, investigation or proceeding. If indemnification is available under this Section 2.08, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 2.08(a) and Section 2.08(b) hereof without regard to the relative fault of said indemnifying parties or indemnified party.
Section 2.09. Reporting Requirements; Rule 144. Following the IPO, the Company shall use its reasonable best efforts to be and remain in compliance with the periodic filing requirements imposed under the SEC’s rules and regulations, including the Exchange Act, and thereafter shall timely file such information, documents and reports as the SEC may require or prescribe under Section 13 or 15(d) (whichever is applicable) of the Exchange Act. If the Company is not required to file such reports during such period, it will, upon the request of any Holder, make publicly available such necessary information for so long as necessary to permit sales pursuant to Rule 144 or Regulation S under the Securities Act, and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 or Regulation S under the Securities Act, as such Rules may be amended from time to time, or (b) any rule or regulation hereafter adopted by the SEC. From and after the date hereof through the date upon which no Holder owns any Registrable Securities or Class B Shares convertible into Registrable Securities, the Company shall forthwith upon request furnish any Holder (i) a written statement by the Company as to whether it has complied with such requirements and, if not, the specifics thereof, (ii) a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents filed by the Company with the SEC as such Holder may reasonably request in availing itself of an exemption for the sale of Registrable Securities without registration under the Securities Act.
Section 2.10. Limitations on Subsequent Registration Rights. The Company agrees that it shall not enter into any agreement with any holder or prospective holder of any securities of the Company (i) that would allow such holder or prospective holder to include such securities in any Demand Registration or Piggyback Registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that their inclusion would not reduce the amount of the Registrable Securities of the Holders included therein or (ii) on terms otherwise more favorable than this Agreement.
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ARTICLE
3
MISCELLANEOUS
Section 3.01. Term. This Agreement shall terminate at such time as there are no Registrable Securities or Class B Shares convertible into Registrable Securities, except for the provisions of Section 2.07 and Section 2.08 and all of this Article 3, which shall survive any such termination.
Section 3.02. Notices. All notices or other communications under this Agreement shall be in writing and shall be deemed to be duly given when (a) delivered in person or (b) deposited in the United States mail or private express mail, postage prepaid, addressed as follows:
If to a Pre-IPO Shareholder, to its address as set forth below:
Bobsin
LLC
Avenida Paulista, 2300, 18th Floor, Suites 182 and 184
São Paulo, São Paulo, 01310-300, Brazil; and
Av. Carlos Gomes, 700 - Auxiliadora
Porto Alegre, Rio Grande do Sul, 90480-000, Brazil
Attention: Cassio Bobsin
Oria Zenvia Co-Investment I
Bay St. Commerce CT.W 199, 5300, M5L1B9, Toronto, CA
piero@oriacapital.com.br
Attention: Piero Lara Rosatelli
Oria Zenvia Co-Investment II
Bay St. Commerce CT.W 199, 5300, M5L1B9, Toronto, CA
piero@oriacapital.com.br
Attention: Piero Lara Rosatelli
Oria Tech Zenvia FIP
Rua Ferreira de Araújo, 221, 1º andar (parte), Pinheiros
CEP 05428- 000, São Paulo, SP, Brasil piero@oriacapital.com.br
Attention: Piero Lara Rosatelli
Oria Tech FIP I
Avenida Brigadeiro Faria Lima, 2055, 19º andar, Jardim Paulistano
São Paulo, SP, Brasil
piero@oriacapital.com.br
Attention: Piero Lara Rosatelli
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If to the Company to:
Zenvia Inc.
Avenida Paulista, 2300, 18th Floor, Suites 182 and 184
São Paulo, São Paulo, 01310-300, Brazil
Attention: Cassion Bobsin
with a copy to:
Simpson Thacher & Bartlett LLP
Av. Juscelino Kubitschek, 1455, 12th. floor
São Paulo, SP, Brazil 04543-011
Attention: Grenfel S. Calheiros
Any party may, by notice to the other party, change the address to which such notices are to be given.
Section 3.03. Successors, Assigns and Transferees. This Agreement and all provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the consent of the Holders; provided that the successor or acquiring Person agrees in writing to assume all of the Company’s rights and obligations under this Agreement. A Pre-IPO Shareholder may assign its rights and obligations under this Agreement to any transferee that (i) is an Affiliate and (ii) acquires from such Pre-IPO Shareholder in a private placement a number of Class A Shares (including those derived from a conversion of Class B Shares) equal to at least 5% of the aggregate number of outstanding Class A Shares and Class B Shares and executes an agreement to be bound hereby in the form attached hereto as Exhibit A, an executed counterpart of which shall be furnished to the Company. Notwithstanding the foregoing, in each case, if such transfer is subject to covenants, agreements or other undertakings restricting transferability thereof, the Registration Rights shall not be transferred in connection with such transfer unless such transferee complies with all such covenants, agreements and other undertakings. Except as set forth in this Section 3.03, the Holders may not assign their rights and obligations hereunder.
Section 3.04. GOVERNING LAW; NO JURY TRIAL.
(a) This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of any law other than the laws of the State of New York. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY COURT PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF AND PERMITTED UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE.
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(b) With respect to any Action relating to or arising out of this Agreement, each party to this Agreement irrevocably (i) consents and submits to the exclusive jurisdiction of the courts of the State of New York and any court of the United States located in the Borough of Manhattan in New York City; (ii) waives any objection which such party may have at any time to the laying of venue of any Action brought in any such court, waives any claim that such Action has been brought in an inconvenient forum and further waives the right to object, with respect to such Action, that such court does not have jurisdiction over such party; and (iii) consents to the service of process at the address set forth for notices in Section 3.02 herein; provided, however, that such manner of service of process shall not preclude the service of process in any other manner permitted under applicable law.
Section 3.05. Specific Performance. In the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the party or parties who are or are to be thereby aggrieved shall have the right to seek specific performance and injunctive or other equitable relief of its rights under this Agreement, in addition to any and all other rights and remedies at law or in equity, and all such rights and remedies shall be cumulative.
Section 3.06. Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
Section 3.07. Severability. If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid or unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination, the parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the parties.
Section 3.08. Amendment; Waiver.
(a) This Agreement may not be amended or modified and waivers and consents to departures from the provisions hereof may not be given, except by an instrument or instruments in writing making specific reference to this Agreement and signed by the Company and Holders of a majority of the Registrable Securities as of such time, for purposes of which calculation Registrable Securities shall be deemed to include Class B Shares convertible into Registrable Securities; provided, however, that any amendment, modification or waiver that results in a non-pro rata material adverse effect on the rights of a Holder under this Agreement will require the written consent of such Holder.
20
(b) Waiver by any party of any default by the other party of any provision of this Agreement shall not be deemed a waiver by the waiving party of any subsequent or other default, nor shall it prejudice the rights of the other party.
Section 3.09. Further Assurances. Each of the parties hereto shall execute and deliver all additional documents, agreements and instruments and shall do any and all acts and things reasonably requested by the other party hereto in connection with the performance of its obligations undertaken in this Agreement.
Section 3.10. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.
[The remainder of page intentionally left blank. Signature page follows.]
21
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.
Zenvia Inc. | ||
By: | ||
Name: | ||
Title: | ||
Bobsin LLC | ||
By: | ||
Name: | ||
Title: | ||
Oria Zenvia Co-investment Holdings, LP | ||
By: | ||
Name: | ||
Title: | ||
Oria Zenvia Co-investment Holdings II, LP | ||
By: | ||
Name: | ||
Title: | ||
Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia | ||
By: | ||
Name: | ||
Title: | ||
Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia | ||
By: | ||
Name: | ||
Title: |
EXHIBIT A
THIS INSTRUMENT forms part of the Registration Rights Agreement (the “Agreement”), dated as of , 2021, by and among Zenvia Inc., a Cayman Islands exempted company with limited liability duly registered with the Cayman Islands Registrar of Companies, whose registered office is at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (the “Company”), and Bobsin LLC (“Bobsin LLC”), Oria Zenvia Co-investment Holdings, LP (“Oria Zenvia Co-Investment I”), Oria Zenvia Co-investment Holdings II, LP (“Oria Zenvia Co-Investment II”), Oria Tech Zenvia Co-investment – Fundo de Investimento em Participações Multiestratégia (“Oria Tech Zenvia FIP”) and Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia (“Oria Tech FIP I” and together with Bobsin LLC, Oria Zenvia Co-Investment I, Oria Zenvia Co-Investment II, Oria Tech Zenvia FIP and Oria Tech FIP I, the “Pre-IPO Shareholders.”) The undersigned hereby acknowledges having received a copy of the Agreement and having read the Agreement in its entirety, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, hereby agrees that the terms and conditions of the Agreement binding upon and inuring to the benefit of [insert name of Pre-IPO Shareholder from which Class A Shares or Class B Shares were acquired] shall be binding upon and inure to the benefit of the undersigned and its successors and permitted assigns as if it were such [Pre-IPO Shareholder] as an original party to the Agreement.
IN WITNESS WHEREOF, the undersigned has executed this instrument on this day of , 2021.
By: | ||
Name: | ||
Title: |
Exhibit 23.01
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated May 5, 2021, with respect to the consolidated statements of financial position of Zenvia Mobile Serviços Digitais S.A. as of December 31, 2020 and 2019, the related consolidated statements of profit or loss and other comprehensive income, cash flows, and changes in equity for each of the years in the three-year period ended December 31, 2020, and the related notes, included herein and to the reference to our firm under the heading ‘Experts’ in the registration statement.
/s/ KPMG Auditores Independentes | |
KPMG Auditores Independentes |
May 5, 2021
Exhibit 23.02
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 24, 2021, with respect to the consolidated statements of financial position of Rodati Motors Corporation as of July 23, 2020 and December 31, 2019, the related consolidated statements of profit or loss and other comprehensive income, cash flows, and changes in equity for the period from January 1 to July 23,2020 and for the year ended December 31,2019, and the related notes, included herein and to the reference to our firm under the heading ‘Experts’ in the registration statement.
Our qualified report dated March 24, 2021, contains an explanatory paragraph that states the consolidated financial statements are not presented in accordance with International Accounting Standard 1 – Presentation of Financial Statements, as they do not include the consolidated statement of financial position and related notes as of July 23, 2019 and the related statements of consolidated profit or loss and other comprehensive income, changes in equity, cash flows and the related notes for the comparative period from January 1 to July 23, 2019, which constitute a departure from International Financial Reporting Standards as issued by the International Accounting Standards Board.
/s/ KPMG Auditores Independentes | |
KPMG Auditores Independentes |
May 5, 2021
Exhibit 23.03
Consent of Independent Accountant
Zenvia Inc
The Cayman Islands
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 18, 2021, relating to the consolidated financial statements of One to One Engine Desenvolvimento e Licenciamento de Sistemas de Informática S.A., which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO RCS Auditores Independentes S.S.
BDO RCS Auditores Independentes S.S.
São Paulo, Brazil
May 5, 2021
Exhibit 23.04
Consent of Independent Accountant
Zenvia Inc
The Cayman Islands
We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated March 18, 2021, relating to the financial statements of Smarkio Tecnologia S.A., which is contained in that Prospectus.
We also consent to the reference to us under the caption “Experts” in the Prospectus.
/s/ BDO RCS Auditores Independentes S.S.
BDO RCS Auditores Independentes S.S.
São Paulo, Brazil
May 5, 2021
Exhibit 99.02
CONSENT OF DIRECTOR NOMINEE
In accordance with Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being named as a director nominee of Zenvia Inc. (the “Company”) in Amendment No. 1 to the Company’s Registration Statement on Form F-1 and in all amendments thereto, including post-effective amendments (the “Registration Statement”), in connection with the initial public offering of the Company’s Class A common shares. The undersigned also consents to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
/s Ana Dolores Moura Carneiro de Novaes
Name: Ana Dolores Moura Carneiro de Novaes
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