Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
05 August 2022 - 12:04PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of August, 2022
Commission File Number 1-34129
CENTRAIS ELÉTRICAS BRASILEIRAS S.A.
- ELETROBRÁS
(Exact name of registrant as specified in its
charter)
BRAZILIAN ELECTRIC POWER COMPANY
(Translation of Registrant's name into English)
Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No___X____
ANNOUNCEMENT OF CORPORATE DEMANDS
CENTRAIS
ELÉTRICAS BRASILEIRAS S/A CNPJ: 00.001.180/0001-26 | NIRE: 533.0000085-9 PUBLIC COMPANY
Centrais Elétricas
Brasileiras S/A (“Companhia” ou “Eletrobras”) (B3: ELET3, ELET5 & ELET6; NYSE: EBR & EBR.B; LATIBEX:
XELT.O & XELT.B) in compliance with Annex I of CVM Resolution 80 of March 29, 2022, communicates to its shareholders and the market
in general, the following corporate demand:
Name of parties involved in the process: |
Author: João Somariva Daniel
Defendant: Centrais Elétricas Brasileiras S/A (“Eletrobras”),
Centrais Elétricas do Norte do Brasil S/A (“Eletronorte”) and Federal Government |
Process no. |
0803014-22.2022.4.05.8500
|
Values, goods or rights involved: |
The value of the case was set at BRL 1,000.00 (one thousand reais). |
Demand date: |
June 11, 2022 (date of distribuition)
July 26, 2022 (date on which the company became aware) |
Main Facts: |
This is a class action requesting an injunction for
urgent relief against the Company, filed by João Somariva Daniel. In summary, the Author alleges that:
• The Company's wholly-owned subsidiaries did
not carry out prior and essential acts for capitalization, specifically, holding general meetings of debenture holders to obtain prior
consent from debenture holders (waiver) in Special Purpose Entities ("SPEs") in which the Company has participation;
• This is because in the debentures issuance
deeds there would be a clause providing for the early maturity of the debt in the event of a change in corporate control, directly or
indirectly, without the prior consent of the debenture holders of the SPEs;
• In such deeds, the Federal Government appears
as guarantor of the debts and the early maturity, due to the lack of authorization by the debenture holders, would entail the execution
of the debt against the Federal Government, and, consequently, serious damages to the treasury;
• Most consents were not requested, except for
SPE Santo Antonio Energia S.A.;
• Failure to obtain waivers, in the form of
the issuance deeds, constitutes abuse of the power of control;
• Thus, the Defendants, in the Author’s
view, would have disregarded the need for prior consent, promoting capitalization without first completing previous steps, to the detriment
of the public interest, and in violation of the principles of legality and administrative morality;
• Although, according to the Plaintiff, it was
necessary to obtain waivers in relation to 90 contracts of the holding company and 12 contracts of the SPEs, only the consent of the debenture
holders of Santo Antonio Energia S.A was obtained;
• The same procedure should have been observed
for the other SPEs;
• Furthermore, according to art. 12 of Law No.
14,182 of July 12, 2021 (“Law 14,182/21”), the Federal Government will remain as guarantor of Eletrobras contracts and the
early maturity of the debts would generate a liability of around BRL 58 billion for the Federal Government;
• There would,
therefore, be non-compliance with the duties of the Company's managers and with the determinations of the Company's shareholders' general
meeting, which did not ensure that the debenture holders' general meetings took place. |
This document may contain estimates
and forecasts that are not statements of fact that occurred in the past but reflect our management beliefs and expectations and may constitute
future events' forecasts and estimates under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
and Exchange Act of 1934, as amended. The words "believe", "may", "estimate", "continue", "anticipate",
"intend", "expect" and related words are intended to identify estimates that necessarily involve risks and uncertainties,
known or unknown . Known risks and uncertainties include, but are not limited to: general economic, regulatory, political and commercial
conditions in Brazil and abroad, changes in interest rates, inflation and value of the Real, changes in volumes and the pattern of use
of electricity by consumer, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables,
changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our financing and capital investment
plans, existing and future government regulations , and other risks described in our annual report and other documents filed with CVM
and SEC. Estimates and forecasts refer only to the date they were expressed and we assume no obligation to update any of these estimates
or forecasts due to the occurrence of new information or future events. Future results of the Company's operations and initiatives may
differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations
that may not reflect accurate results due to rounding.
Request or provision claimed: |
In summary, the Author made the following requests:
• Due to the non-obtaining of waivers, the suspension
of the Company's public offering of shares was requested, in an injunction, until there was proof that all the debenture holders' general
meetings were held and the impossibility of early maturity of the debts was demonstrated;
• Summons from the Company's president, for
immediate compliance with the preliminary injunction;
• Granting of view to the Public Prosecutor's
Office;
• Summons of the defendants to, if they wish,
contest the action;
• The production of evidence by all means permitted
by law;
• The merits of the demand to make the injunction
final and the determination that the public offering of the Company's shares be preceded by the debenture holders' general meetings to
obtain the waivers;
• The cancellation of the Company's public offering
of shares, if it were carried out;
• Condemnation of the Defendants to pay the
costs and other expenses, judicial and extrajudicial, and attorney's fees;
• Exemption of the Author from procedural costs,
attorneys' fees, experts and other expenses;
• And that the publications were carried out
on behalf of the plaintiff's lawyer. |
Court Decisions |
The injunction was dismissed on 06.11.2022. |
Rio de Janeiro, August 04, 2022.
Elvira Cavalcanti Presta
CFO and Investor Relations Officer
This document may contain estimates
and forecasts that are not statements of fact that occurred in the past but reflect our management beliefs and expectations and may constitute
future events' forecasts and estimates under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
and Exchange Act of 1934, as amended. The words "believe", "may", "estimate", "continue", "anticipate",
"intend", "expect" and related words are intended to identify estimates that necessarily involve risks and uncertainties,
known or unknown . Known risks and uncertainties include, but are not limited to: general economic, regulatory, political and commercial
conditions in Brazil and abroad, changes in interest rates, inflation and value of the Real, changes in volumes and the pattern of use
of electricity by consumer, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables,
changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our financing and capital investment
plans, existing and future government regulations , and other risks described in our annual report and other documents filed with CVM
and SEC. Estimates and forecasts refer only to the date they were expressed and we assume no obligation to update any of these estimates
or forecasts due to the occurrence of new information or future events. Future results of the Company's operations and initiatives may
differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations
that may not reflect accurate results due to rounding.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: August 4, 2022
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS |
|
|
|
By: |
/S/ Elvira
Baracuhy Cavalcanti Presta
|
|
|
Elvira Baracuhy Cavalcanti Presta
CFO and Investor Relations Officer |
|
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements.
These statements are statements that are not historical facts, and are based on management's current view and estimates offuture
economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes",
"estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended
to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal
operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends
affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect
the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected
events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic
and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current expectations.
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