Justice suspends the capital increase of Gafisa (GFSA3) at the request of an executive; shares jump 47%

The justice of São Paulo decided this Thursday afternoon (5) to suspend the capital increase of Gafisa (GFSA3) of R$ 78 million, which was carried out last Tuesday (3). Judge Azuma Nishi granted a request from Esh Capital, which is fighting a dispute with the construction company’s management over the capital increase. The decision is preliminary and Gafisa promises to appeal.

The news relaunched negotiations on the newspaper, which went to auction at the end of the afternoon and closed with a 47% increase, at R$ 30.70.

In the dispatch, Nishi states that the construction company’s issue of new shares, scheduled for this Friday (6), would have “a clear risk of irreparable or difficult to repair damage” for the manager, who holds about 15% of Gafisa share capital and that this amount may be diluted up to 20%, in the event of an effective capital increase.

“Since various lawsuits denouncing the illegitimacy of the capital increase resolved by the board of directors are underway, as well as the shareholders’ meeting scheduled for 09/01/2023 to resolve on this capital increase, it is prudent to immediately suspend the issue of shares scheduled for tomorrow [6 de janeiro]”, wrote the magistrate.

Gafisa told the Money info already aware of the decision, which was initially reported by the newspaper Economic value. In a statement, the construction company said it was confident it was acting legally and would appeal.

“Gafisa reiterates that the same argument has already been rejected by the Judiciary eight times. The decision is the only one in favor of the manager’s claim. Gafisa is confident that it is acting in full legality and for the benefit of the company and all of its more than 39,000 shareholders,” she stressed.

The managing director of Gafisa, Henrique Blecher, reiterates that he has never been contacted by Esh to discuss the reasons for the capital increase. “I have never refused to assist any shareholder. It is also important to remember that no shareholder will be able to know all the motivations of management through communications”, says Blecher a Money info.

The manager criticizes Gafisa

After the court decision, Esh stated that Gafisa did not make the call within the proper time frame as requested by the manager – Esh filed for AGE on the 2nd and Gafisa won in court the right to hold the meeting on Jan 9 .

“It would be reasonable for the board to wait for the shareholders’ meeting to ratify the capital increase. However, he made the decision quickly so that the shares of the aforementioned increase could be used in the vote at the AGE (of 01/09), creating a situation in which the subscribers would have deliberated on the subscription itself ”, argued Esh, in a note . Blecher counters that the company had the right to set the date and it did.

The manager then accuses that Banco Master has purchased 8 million Gafisa shares in recent days, equal to 21% of the company. According published on Tuesday (3) the columnist Lauro Jardim, of O Globo, the financial institution would have a link to Nelson Tanure, Gafisa’s main shareholder – the company denies this link. “We go to the meeting on January 9 and we expect shareholders who have a special interest to declare themselves unable to vote,” he told Esh.

At this point, the Gafisa chief executive says that it is not the company’s management’s obligation to monitor who buys its shares. “The market is open and, if Banco Master has made this purchase, it’s because they have a strategy, it’s not up to me to question them,” replies Blecher.

The shares went to auction

GFSA3 shares were auctioned this Thursday (5) at 16:39 (Brasilia time), up 36.30%, to R$28.46, in another day of strong stocks. After the auction, the increase continued and the share rose by 47%, to R$ 30.70.

understand the case

On Tuesday evening Gafisa had formalized a capital increase of R$ 78.1 million, just over half of what was indicated to the market at the end of November: the intention was to increase the amount by R$ 150 million.

The operation, which cost the subscribers 5.89 reais per share, means, in practice, a dilution of the shareholders who did not accompany the capital increase. Prior to the injunction in favor of Esh, Gafisa would have 51.1 million shares outstanding, up from 37.8 million up until then, with an estimated share capital of R$1.33 billion. The issue of the new newspapers will take place this Friday.

Following the announcement, Esh said it had not participated in the underwriting – which will dilute its 15.1% stake in the company (the new size was not disclosed) – and called the conclusion of the deal “illegal”. operation.

“By promoting the capital increase, Gafisa has trampled on the prerogatives of the AGE [assembleia geral extraordinária], scheduled for January 9, to deliberate on this decision. Obviously, the management of the company has conflicting interests and, at the very least, should be prohibited from deliberating on the matter,” the executive said in a statement.

The capital increase created discomfort in Esh who understood that the initiative had not been discussed with the minority shareholders. In analysts’ assessment, the fund is dissatisfied with the way entrepreneur Nelson Tanure, Gafisa’s key shareholder, has steered the company.

Since taking a senior position in the construction company in 2019, Tanure has been excluded from discussions regarding the company’s debt issuance and capital increase, which ends up diluting the stake of all investors in the company.

In response to Esh on the same day, Gafisa refuted the argument and said that the company is acting within the legal framework. “Every other position is purely speculative and with dubious intentions,” she added.

start of the dispute

Evidence of this discontent emerged last November 25, when the board of directors of Gafisa approved a capital increase of R$ 150 million. On the 30th of the same month, Esh requested the convening of an AGE to question the company’s management and cancel the capital increase.

In addition, there are also claims for judicial liability against the company’s directors and tax board members for losses caused to Gafisa between 2019 and 2022. It also calls for the removal of the board and tax board members, as well as the election of new directors.

In a fight involving the Securities and Exchange Commission (CVM) and the Justice of São Paulo, Gafisa managed to maintain the proposed date for the AGE of January 9, which would have occurred after the capital increase and which could take the decision of the assembly. However, the same CVM had already recommended to Gafisa to wait for the AGE before approving the capital increase.

In this sense, Gafisa states that “he has done and is doing everything in compliance with the law and regulatory mandates. And we will continue with the Extraordinary Shareholders’ Meeting as already convened and within the terms of the law”.

Esh is also questioning the issuance of a R$245 million convertible bond, but this is expected to be resolved in arbitration, according to Gafisa’s statute.

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