Itaú Unibanco Holding S.A.: Brazilian Central Bank approves XParts spin-off

Rhea-AI Summary

Itaú Unibanco announced the approval of a corporate restructuring by Brazil's Central Bank on July 26, 2021. This restructuring involves the spin-off of its equity interest in XP Inc., transferring 226,523,304 shares, equivalent to 41.05% of XP's capital, to XPart S.A. Shareholders will continue to trade shares, including rights to XPart securities until an ex-right date. If approved, XP and XPart may merge, impacting shareholders' entitlements. Stockholders have withdrawal rights if XPart is not merged or listed within 120 days of approval.

Positive

• Approval of corporate restructuring by Brazil's Central Bank enhances organizational clarity around XP Inc.
• Potential merger with XP could create new growth opportunities for Itaú Unibanco shareholders.

Negative

• Stockholders face uncertainty regarding the merger with XP and potential changes to their holdings.
• There is a risk of XPart not being listed or merged within the stipulated timeframe, affecting stockholder rights.

SÃO PAULO, July 27, 2021 /PRNewswire/ -- Itaú Unibanco Holding S.A ("Itaú Unibanco" or "Company") informs its stockholders and the general market that, in line with the Material Facts disclosed on November 3 and 26, December 31, 2020, January 31, 2021 and May 31 2021 and in accordance with document received today, the Central Bank of Brazil approved on July 26, 2021 the corporate restructuring aimed at segregating the Itaú Unibanco Conglomerate's business line in connection with the equity interest in XP Inc. ("XP"), a company incorporated in the Cayman Islands and listed on Nasdaq, represented by two hundred twenty-six million, five hundred twenty-three thousand, three hundred and four (226,523,304) shares issued by XP, equivalent, as of September 30, 2020, to 41.05% of the capital of the latter, to be transferred to XPart S.A. ("XPart"), as approved by Itaú Unibanco's Extraordinary General Stockholders' Meeting as of January 31, de 2021.

With the approval of the proper authorities, XPart will have, on this date, its incorporation documents duly filed with the registration bodies.

The shares issued by Itaú Unibanco, as well as the American Depositary Receipts (ADRs) will continue to be traded including the right to receive securities issued by XPart until the cut-off date (date of ex-right), or securities issued by XP (considering that XP expressed its interest in merging XPart), should the said merger be approved by the stockholders of XP and XPart at the General Stockholders' Meetings of these companies at a date to be defined, which are expected to be held in the middle of the second half of 2021.

As previously disclosed, should the said merger be approved by the stockholders of XP and XPart, Itaú Unibanco's stockholders, who until the cut-off date will be entitled to receive securities issued by XPart, will receive: (a) as for the Company's controlling stockholders, IUPAR – Itaú Unibanco Participações S.A. and Itaúsa, and the holders of American Depositary Receipts (ADRs), Class A shares issued by XP, and (b) as for the remaining stockholders, Level I sponsored Brazilian Depositary Receipts (BDRs), replacing the securities they would receive from XPart. Note that, in case XPart is not merged or is not listed on a stock exchange within a period of 120 days as from the date of approval from the Central Bank of Brazil above mentioned, stockholders will be entitled to withdraw from XPart, in accordance with paragraphs 3 and 4 of Article 223 of Law No. 6,404/76.

RENATO LULIA JACOB

Group Head of Investor Relations and Market Intelligence

Itaú Unibanco – Corporate Communications:
(11) 5019-8880 / 8881 – imprensa@itau-unibanco.com.br

View original content:https://www.prnewswire.com/news-releases/itau-unibanco-holding-sa-brazilian-central-bank-approves-xparts-spin-off-301342318.html

SOURCE Itaú Unibanco Holding S.A.

FAQ

What was approved by the Brazilian Central Bank for Itaú Unibanco on July 26, 2021?

The Brazilian Central Bank approved Itaú Unibanco's corporate restructuring, specifically the spin-off of its equity interest in XP Inc.

What percentage of XP Inc. does Itaú Unibanco own that is affected by the spin-off?

Itaú Unibanco owns 41.05% of XP Inc., which is being transferred to XPart S.A.

What rights do Itaú Unibanco stockholders have regarding XPart securities?

Stockholders are entitled to receive securities from XPart until the cut-off date and have withdrawal rights if XPart is not merged or listed within 120 days.

When are the expected meetings regarding the merger of XP and XPart?

The meetings regarding the expected merger of XP and XPart are anticipated to occur in the middle of the second half of 2021.

What happens if the merger between XP and XPart is not approved?

If the merger is not approved, stockholders may withdraw their interests in XPart as per relevant legal provisions.