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On this date, brMalls has reached agreements with FUNDO DE INVESTIMENTO IMOBILIÁRIO BTG PACTUAL SHOPPINGS, managed by BTG PACTUAL SERVIÇOS FINANCEIROS S.A. DTVM ("Fund"), involving the sale of its entire stake in the following malls: Ilha Plaza, Casa & Gourmet Shopping, Shopping Plaza Macaé, Londrina Norte Shopping, Osasco Plaza Shopping, Shopping Contagem and Capim Dourado, located in the cities of Rio de Janeiro, Macaé, Londrina, Osasco, Contagem and Palmas, respectively.
The referred transaction is part of the Companys strategic portfolio review that initiated in 2017, which, considering the relevant scale and diversity of its assets, decided to focus on prioritizing larger, dominant shopping malls in markets with high consumption potential.
On the referred sale agreements a transaction was structured with the objective of the Fund obtaining resources and consequently paying the total amount of the transaction in cash to the Company on the asset transfer date ("Structured Transaction").
As a result of the Structured Transaction, it was necessary to stipulate precedent conditions for the financial settlement of the asset sales, and if they are not implemented in up to 30 days, the sale agreements are expected to be terminated.
The total amount of the sale is R$ 696.4 million, and will be received on the settlement date, which will occur after the preceding conditions are implemented.
The value of the transaction may be increased by an additional payment based on the performance (NOI on an accrual basis) of the assets. The performance will be assessed for the year ended December 31st, 2019, and should the NOI on an accrual basis reach the stipulated level, there will be an additional payment of up to R$ 22.4 million, adjusted by CDI (Interbank deposit rate) as of December 31st, 2019, which will take place until April 2020.
Considering the NOI on a cash basis for the last 12 months, the cap rate of the transaction may vary between 8.4% (amount considering the additional payment for performance) and 8.6% (base scenario, without considering the additional payment for performance). Considering the NOI on an accrual basis, the cap rate of the transaction may vary between 9.0% (amount considering the additional payment for performance) and 9.2%.
After the financial settlement of the transaction the Company intends to distribute the full amount to its shareholders.
The Company will provide further details and explanations to all interested parties, after the transaction is concluded, by means of a conference call.