FAQ

The Novo Mercado segment intended for the trading of shares issued by companies that voluntarily undertake to adopt additional practices of corporate governance and disclosure regarding what is required by law. For a company to join the Novo Mercado segment it has to abide by a set of corporate rules. These rules extend shareholders’ rights, improve the quality of information usually provided by the company and, by determining the resolution of conflicts through an Arbitration Chamber, provide investors with the security of a more agile and specialized alternative.

CPFL Energia’s common shares are traded at the São Paulo Stock Exchange (B3) under the “CPFE3” ticker.

CPFL Energia’s current free float is of 16.29%.

In order to receive, by e-mail, information on CPFL Energia, including Material Facts, Notices to Shareholders, Announcements to the Market, etc. you should subscribe to “E-mail Alert” in our Investor Relations website.

On June 20, 2000, at the Extraordinary General Meeting of Companhia Paulista de Força e Luz (CPFL Paulista), due to the merger of DOC4 Participações S.A. into CPFL Paulista in 1999, the partial merger of the Capital Reserve (goodwill) into the Capital Stock was approved, with issue of registered type-C preferred shares. These were allocated as dividends to CPFL Paulista’s shareholders at the percentage of 71.9401828%, related to the number of shares held on June 7, 2000.

Creation of CPFL Geração de Energia S. A. (CPFL Geração)

On September 29, 2000, at CPFL Paulista’s Extraordinary General Meeting, with the purpose of adjusting to the changes in the Brazilian electric industry and as required in its Concession Agreements No. 014/97 and No. 015/97, the partial spin-off of CPFL Paulista’s equity related to electric energy generation activities was approved, with the merger of the spun-off portion into the newly-incorporated company, CPFL Geração de Energia S.A. (CPFL Geração). CPFL Paulista’s shareholders received one share of CPFL Geração to each share held in CPFL’s capital stock; holders of common shares were entitled to the same number of CPFL Geração’s common shares, and holders of preferred shares were entitled to one single-class preferred share to each registered preferred share (types A, B and C) of CPFL Paulista.

In addition, based on the resolutions taken at the CPFL Paulista’s Extraordinary General Meeting held on June 20, 2000, the following Class-C preferred share redemptions were carried out:

1. On June 18, 2001, 1/10 of CPFL Paulista’s Class-C shares were redeemed; and
2. On October 21, 2002, 1/9 of CPFL Paulista’s Class-C shares were redeemed.

Merger of shares issued by CPFL Piratininga, CPFL Paulista and CPFL Geração into CPFL Energia, in view of the corporate restructuring approved at the Extraordinary General Meetings of CPFL Geração and CPFL Energia held on June 20, 2005 and the Extraordinary General Meetings of CPFL Paulista, CPFL Piratininga and CPFL Energia, held on November 22, 2005 and November 23, 2005, merged all shares issued by subsidiaries CPFL Paulista and CPFL Geração into its equity. The entire corporate restructuring was conducted in strict observance of the applicable legislation. The terms of trade approved within the scope of the corporate restructuring were as follows:

1. concerning CPFL Geração, each 1,622 common or preferred shares corresponded to 1 common share issued by CPFL Energia;
2. concerning CPFL Piratininga, each 6.053721422 common or preferred shares corresponded to 1 common or Class-A preferred share of CPFL Paulista; and
3. concerning CPFL Paulista, each 101.600724349 common, Class-A preferred, Class-B preferred or Class-C preferred shares corresponded to 1 common share issued by CPFL Energia. In practical terms, the transaction resulted in the transfer of all common and preferred shares of direct non-controlling shareholders of CPFL Piratininga to CPFL Paulista’s equity and, lastly, in the transfer of all shares held by direct non-controlling shareholders of CPFL Paulista and CPFL Geração to CPFL Energia’s equity, resulting in the company’s capital increase. Therefore, shareholders that held shares of CPFL Paulista, CPFL Piratininga and/or CPFL Geração became shareholders of CPFL Energia.

Pursuant to the Notices to Shareholders of December 18 and 20, 2007 and January 24, 2008, jointly issued by RGE and CPFL Energia, and as resolved at the Shareholders’ Extraordinary General Meetings of both companies held on December 18, 2007, the merger of all shares issued by RGE into CPFL Energia’s equity was approved.

The share merger resulted in the transfer of all (registered and nonpar) common and preferred shares issued by RGE, held by non-controlling shareholders, to CPFL Energia’s equity by means of capital increase, therefore resulting in RGE’s transformation into a CPFL Energia’s wholly-owned subsidiary. CPFL Energia’s new common shares issued as a result of said capital increase were delivered to RGE’s former non-controlling shareholders.

As disclosed in the Material Fact of November 7, 2007, the managements of RGE and CPFL Energia agreed and decided to establish the following ratio of share replacement in the Share Merger, based on the economic appraisals of companies in an equitable way: RGE’s non-controlling shareholders received one (1) new common share issued by CPFL Energia replacing each tranche of 15.5126288900 common or preferred shares merged into CPFL Energia’s equity.

In accordance with CPFL Energia’s Notice to Shareholders of April 27, 2010, and accordingly approved at Extraordinary General Meetings of the controlled companies CPFL Leste Paulista, CPFL Jaguari, CPFL Sul Paulista, CPFL Mococa, Jaguari Geração, CPFL Serviços and CPFL Santa Cruz, held on March 17, 2010, and of CPFL Energia, held on April 26, 2010, these controlled companies were transformed into fully merged subsidiaries of CPFL Energia.

The stock merger involved the transference to CPFL Energia equity, through an increase in its capital, of all shares issued by these controlled companies, in the non-controlling shareholders names, resulting in the transformation of these controlled companies into subsidiaries of CPFL Energia. The new CPFL Energia ordinary shares issued as a result of the increase in capital were handed over to the non-controlling shareholders of these controlled companies.

The Executive Boards of the companies involved further agreed and decided to establish the ratios for equitable substitution of shares in the transaction, based on the economic valuations of the companies in accordance with the findings of the reports, which are at the disposal of Shareholders on the websites of the Company, the CVM and B3, using the exchange ratios shown in the following table:

CPFL Energia (“Company”) had a significant unidentified shareholder base, which represented a volume of services and operating costs incurred by the Company without any practical benefit.

In the Company's Extraordinary General Shareholders’ Meeting, held on April 28, 2011, the proposal for a reverse split and a simultaneous split of the common shares was approved, under the assumptions listed below, in order to adjust the share base, providing greater efficiency in the management of the share base.

a) Reverse split of common shares at a ratio of 10 (ten) to 1 (one).

The proposal was to promote the reverse split of 481,137,130 (four hundred eighty-one million one hundred thirty-seven thousand one hundred and thirty) common shares at a ratio of 10 (ten) to 1 (one), resulting in a first moment, of 48,113,713 (forty eight million one hundred and thirteen thousand, seven hundred and thirteen) common shares. 

The aim of the reverse split was to reduce the volume of services and operating costs that the Company had related to unidentified shareholders, providing greater efficiency in the management of the share base. 

After approval of the operation by the Company's Extraordinary Shareholders Meeting, the Company published a material fact, reporting the opening of a period of sixty (60) days until the close of trading during the regular working hours of the stock market (i.e. excluding the after market negotiations on the last day of the deadline) so that the holders of common shares in a number that was not a multiple of 10 (ten) could, at their own discretion, adjust their respective positions. Such period ended on June 28, 2011. 

Shareholders who so wished could make this adjustment in their positions by trading their Company shares on the B3, through their brokers, pursuant to the operational rules of the stock exchange. 

b) Split of common shares in the proportion of 1 (one) to 20 (twenty).

Simultaneously with the reverse split of the common shares, the proposal contemplated a split operation of the common shares at a ratio of 1 (one) to 20 (twenty), so that 48,113,713 (forty eight million one hundred and thirteen thousand, seven hundred and thirteen) common shares shall be split into 962,274,260 (nine hundred sixty-two million, two hundred seventy-four thousand, two hundred and sixty) common shares. 

The objectives of this split operation were (i) to restore the price of the Company's common share after the implementation of the reverse split at a ratio of 10 (ten) to 1 (one), and (ii) to adjust the Company's share price, since the Company's common share price had a unit value higher than the majority of the prices seen in the market. Thus, the Company also sought (a) to adjust the price of common shares, allowing access of new investors to its stock; and (b) to foster greater liquidity of the Company's shares with a reduction of the individual price before the reverse split and split operations. 

c) Base Date of the Operation.

As stated in the Material Fact released by the Company on April 28, 2011, the term for position adjustments by shareholders was 60 (sixty) days, ending at the closing of the stock market trading session on June 28, 2011. 

After the aforementioned closing date, Banco do Brasil (the registrar for the Company's shares) on June 28, 2011 (“Base Date of the Operation”) identified those shareholders entitled to receive the new shares and/or credit resulting from the auction of fractions. As of June 29, 2011 (“Date Ex-Reverse Split and Split”), the Company's shares started being traded without the right to participate in the reverse split and split operation involving the Company's shares. 

The shares that resulted from the Operation were credited on July 04, 2011 to shareholders registered as of the Base Date of the Operation. 

Blocking instructions issued through June 28, 2011 remained valid until July 01, 2011. 

d) Procedures adopted for share fractions.

As stated in the Notices to Shareholders released by the Company on July 21 and August 16, 2011, the fractions of the shares of shareholders who chosen not to adjust their positions were separated, grouped in whole number lots that represented, at the end, a total of 335,220 (three hundred and thirty five thousand, two hundred and twenty) common shares issued by the Company (the “Shares”). The Shares were sold in successive auctions conducted at the B3, with the conclusion as of August 10, 2011, and the corresponding net amounts (in the price of R$ 20.025942200 per common share) obtained were placed, from August 19, 2011 onwards, at the disposal of the entitled shareholders, as follows: 

(a) For shareholders with updated records and a checking account identified at a financial institution for receipt of income, the amounts owed were deposited into the current account; 

(b) The value corresponding to the shares deposited with the Central Depository of Assets at the B3 was credited directly, and the Central Depository of the B3 was responsible for transferring it to the respective shareholders through their Custodial Agents; 

(c) For registered shareholders who had not identified a current account at a financial institution for receipt of income, who had not updated their registration or whose shares are blocked, the amount was retained by the Company. For the release of this amount on their behalf, the shareholder should appear at a branch of Banco do Brasil of his choosing that offers shareholder services, in possession of documents proving ownership and/or release of the shares, as appropriate. 

e) Example.

The position of a shareholder who owned 11 (eleven) shares on the Base Date of the Operation underwent reverse split in the proportion of 10:1, the resulting fraction of the reverse split was split and put up for auction and the resulting integer was split and credited to the shareholder. Thus, in this example and assuming no further trading, the shareholder at the end of the Operation had 20 (twenty) shares of the Company and the right to receive the credit arising from the auction of the resulting fraction of the reverse split (02 shares).

- Bonus in Shares 2015: At CPFL Energia's EGM, dated 04/29/2015, a capital increase in the amount of R$ 554,887,598.45 was approved, increasing from R$ 4,793,424,356.62 to R$ 5,348,311,955.07, through the capitalization (reversal) of the statutory reserve for working capital reinforcement. The capital increase were effected with the issue of 30,739,955 common book entry shares, without par value, which were granted to the holders of shares as a bonus in the proportion of 0.03194510783 new share of the same type for each share held. 

- Bonus in Shares 2016: At CPFL Energia's EGM, dated 04/29/2016, a capital increase in the amount of R$ 392,972,219.68 was approved, increasing from R$ 5,348,311,955.07 to R$ 5,741,284,174.75, through the capitalization (reversal) of the statutory reserve for working capital reinforcement. The capital increase were effected with the issue of 24,900,531 common book entry shares, without par value, which were granted to the holders of shares as a bonus in the proportion of 0.02507570448 new share of the same type for each share held. 

- CPFL Energia’s Mandatory Tender Offer: In a Material Fact and Notice to the Market on November 30 and December 5, 2017, respectively, the Company informed that it had successfully conducted the tender offer auction on the trading system of B3 S.A. – Brasil, Bolsa, Balcão (“Auction”). As a result of the auction, SGBP acquired 408,357,085 common shares of the Company, representing 88.44% of the total shares object of the Tender Offer and 40.12% of the Company’s capital. The common shares were acquired for the price of R$ 27.69, totaling R$ 11.3 billion. SGBP started holding, jointly with ESC Energia S.A., 964,521,902 common shares of the Company, increasing its joint interest from 54.64% to 94.75% of the Company’s total capital. 

- CPFL Renováveis’ Mandatory Tender Offer: On October 22, 2018, the Invitation to Bid of the Public Tender Offer (IPO) was published. On November 6, 2018, the Company’s Board of Directors approved the issuance of the opinion favorable to the public offer, and the Auction took place on November 26, 2018. The price per common share was R$ 14.60 (R$ 16.85, the final IPO price adjusted based on the Selic rate). Upon the financial settlement of the shares, on November 29, 2018, SGBP acquired 243,771,824 common shares of CPFL Renováveis and became the holder of, in conjunction with CPFL Geração (indirectly controlled by State Grid), 503,520,623 common shares issued by the Company, representing 99.94% of its total capital. 

On April 2, 2019, the Company informed B3 S.A. - Brasil, Bolsa, Balcão of its intention to carry out a public offering of common shares ("Offering"), and on April 18, 2019, B3 approved its request for extension of the term to reach a minimum percentage of outstanding (free float) shares in the market of 15% of the Company's total capital up to October 31, 2019. On April 24, 2019, a Material Fact was disclosed by the Company, stating that it had filed a Registration Statement on Form F-3 ("Form F-3") with the Securities and Exchange Commission ("SEC"), allowing the Company to carry out certain public offerings of common shares issued by it in the United States, including as American Depositary Shares ("ADS"). 

On June 12, 2019, following the announcements previously made, the Company disclosed in a Material Fact that the Board of Directors had approved, within the scope of the Offering and pursuant to CVM Instruction 476, a price per share of R$ 27.50 and the Company's capital increase amounting to R$ 3,212,471 thousand, through the issue of 116,817,126 new shares. As a result, capital increased from R$ 5,741,284 thousand to R$ 8,953,755 thousand and the total number of registered common shares with no par value increased from 1,017,914,746 to 1,134,731,872. On June 27, 2019, the number of shares was increased by a supplementary lot of 15% of the total shares initially offered (without considering the Additional Lot), i.e., 17,522,568 common Company-issued shares under the same conditions and price of the shares initially offered, increasing the total number of shares to 1,152,254,440. On June 28, 2019, these shares were settled, totaling R$ 481,871 from the capital increase, increasing capital to R$ 9,435,626 thousand at June 30, 2019. 

The Offering totaled R$ 3.7 billion and was carried out, simultaneously: (i) with restricted efforts of placement in Brazil, in the non-organized over-the-counter market, under the coordination of Banco Itaú BBA S.A. ("Lead Coordinator") and Santander (Brazil) S.A., Bradesco BBI S.A., Banco BTG Pactual S.A. and Morgan Stanley S.A. (which together with the Lead Manager were the "Offering Coordinators"), including efforts to place shares abroad by "International Placement Agents", exclusively with Foreign Investors registered with the CVM and investing in Brazil; and (ii) abroad, under the coordination of Itau BBA USA Securities, Inc., Santander Investment Securities Inc., Bradesco Securities Inc., Banco BTG Pactual SA - Cayman Branch and Morgan Stanley & Co. LLC (collectively the "International Offering Coordinators"), carried out in the United States of America in the form of ADSs, represented by ADRs, listed and admitted for trading on the New York Stock Exchange ("NYSE"). There was no reallocation of shares between the Brazilian Offering and the International Offering, due to the demand verified in Brazil and abroad during the course of the Offering and, therefore, there was no allocation of ADSs in the context of the International Offering, and therefore, all the shares were distributed under the Brazilian Offering. 

CPFL Energia has executed, on August 29, 2019, with its controlling shareholder, State Grid Brazil Power Participações S.A. (“SGBP”), a share purchase and sale agreement for the acquisition, by CPFL Energia, of the entirety of the equity interest directly held by SGBP in CPFL Renováveis, a publicly-held company indirectly controlled by CPFL Energia (the “Purchase and Sale Agreement”). 

The Purchase and Sale Agreement was negotiated independently by CPFL Energia and SGBP’s representatives and provided that the shares issued by CPFL Renováveis held by SGBP would be acquired by CPFL Energia for the price of BRL 16.85 per share (“Acquisition Price”). The Acquisition Price was approved by the Board of Directors of CPFL Energia, in view of the favorable recommendation of CPFL Energia’s independent members of the Related Party Transactions Committee, based on the indicative price range contemplated in CPFL Renováveis’ shares appraisal report independently prepared, pursuant to the Material Fact disclosed on May 21, 2019. 

CPFL Energia informed, on September 30, 2019, that, on that date, the purchase and sale of shares issued by CPFL Renováveis, executed between CPFL Energia and its controlling shareholder, SGBP, was closed upon the transfer to CPFL Energia of all the shares of CPFL Renováveis directly held by SGBP, and the corresponding payment of the purchase price of R$ 16.85 per share. 

The transaction enabled the creation of synergies between CPFL Energia and its subsidiaries, corresponding to the first step of a broader restructuring involving CPFL Energia, CPFL Renováveis and other subsidiaries. 

On December 19, 2019, the Company’s Board of Directors and the Executive Board of CPFL Geração approved the holding of a public tender offer of the common shares issued by CPFL Energias Renováveis, outstanding in the market, for the purpose of converting its registration as a publicly-held company category “A” into category “B” (“OPA Conversion of Registration”) and/or exit from the New Market (“OPA Exit from the New Market”, and, together with the OPA Conversion of Registration, “OPA”), carried out by CPFL Geração, direct controlling shareholder of CPFL Renováveis. The OPA was intended for the acquisition of up to 291,550 common shares issued by CPFL Renováveis outstanding in the market, which represented, on that date, 0.056% equity interest in CPFL Renováveis (“Outstanding Shares”). 

On April 27, 2020, the Company received approval from the CVM related to the OPA Conversion of Registry request as well as to the OPA Exit from the New Market. The Public Offering Notice, containing all the terms and conditions of the OPA, was released by CPFL Geração on May 6, 2020 . 

On May 21, 2020, the Company, by means of a Material News Release, informed that, on that date, its Board of Directors expressed its agreement with acceptance of the OPA by the Company's shareholders, pursuant to the opinion approved at the meeting held on that date. 

On June 5, 2020, CPFL Geração, through a Material News Release, informed that the definitive acquisition price for the OPA auction, after the adjustments provided for in item 4.5 of the Notice, was R$ 18.24 per common share, to be fully paid in cash on the financial settlement date (June 15, 2020) of the OPA auction. 

On June 10, 2020, CPFL Renováveis, by means of a Material News Release, informed the result of the public offering auction of the Company's common shares outstanding in the market, unifying the modalities for the purpose of converting its registration as a publicly-held company category “A” into category “B” (“OPA Conversion of Registration”) and leaving the New Market (“OPA Exit from the New Market”), and, together with OPA Conversion of Registration, “OPA” and “Auction”, respectively) carried out on that date on B3 S.A. – Brasil, Bolsa, Balcão (“B3”). As a result of the Auction, CPFL Geração (“the Offering Party”) acquired 183,539 common shares issued by the Company outstanding in the market, representing 0.035% of its issued capital. The shares were acquired at the unit price of R$ 18.24, totaling R$ 3,347,751.36. With the financial settlement of the acquisitions made at the Auction, which took place on June 15, 2020, the remaining outstanding shares now represent 0.021% of the Company's share capital. Considering that the number of shares acquired by the Offering Party at the Auction exceeded the minimum amount necessary for the conversion of its registration as a publicly-held company category “A” into category “B” with the CVM, of 2/3rd of the shares offered at the Auction, the Company proceeded with the necessary acts for the conversion. The Company's shares immediately ceased to be part of B3's New Market segment, moving on to B3's basic segment until CVM issues a statement regarding the category conversion. 

On June 19, 2020, CPFL Renováveis, through a Material News Release, informed that the Board of Directors approved, on that date, the call for the Extraordinary General Meeting (“EGM”) of the Company's shareholders, to be held on July 7, 2020, to decide about the redemption of all common shares issued by the Company that remained outstanding after the OPA auction. The EGM took place on that date and the share redemption was approved. The redemption price is R$ 18.28 per share, equivalent to the price of the OPA, adjusted by the variation of the SELIC rate from June 15, 2020, the settlement date of the OPA, until the date of deposit of the redemption amount (July 22, 2020). 

On July 6, 2020, CPFL Renováveis, by means of a Material News Release, announced the receipt of Official Letter 224/2020/CVM /SEP/GEA-1, whereby CVM granted the request for conversion of the registration as a publicly-held company category “A” of the Company to category “B”. 

On December 18, 2019, a meeting of the Board of Executive Officers of CPFL Energia approved the Company's intention to: (i) terminate the Second Amended and Restated Deposit Agreement (“Deposit Agreement”) with Citibank N.A. (“Citibank”) , related to its American Depositary Receipts ("ADRs"); (ii) delist its ADRs from the New York Stock Exchange (“NYSE”); and (iii) once the Company complies with the applicable requirements, cancel its registration with the U.S. Securities and Exchange Commission of the United States of America (“SEC”). The Company understood that the economic rationale for maintaining a listing on the NYSE decreased due, in part, to: (i) increases in the volume of Brazilian shares traded on B3 S.A. – Bolsa, Brasil, Balcão (“B3”) in Brazil by foreign investors, due to the internationalization of the Brazilian financial and capital markets, in addition to the narrowing of the distance between the disclosure standards of Brazil and the U.S. in relation to financial reporting; and (ii) a downward trend in recent years in the trading volume of the Company's ADRs at the NYSE. 

On February 10, 2020, CPFL Energia, through a Notice to the Market, informed that the delisting of its ADRs from the NYSE, mentioned in item (ii) above, became effective as of that date. 

On May 8, 2020, CPFL Energia, through a Notice to the Market, informed that, regarding the delisting of its ADRs from the NYSE, on that date it filed with the U.S. SEC its "post-effective Amendment" to Form F-3, pursuant to the U.S. Securities Exchange Act of 1934 (“Exchange Act”) to cancel the register of registered and untraded securities pursuant to this Form F-3. 

On June 15, 2020, CPFL Energia, through a Notice to the Market, informed that, in view of compliance with the applicable criteria, on that date it filed with the U.S. SEC a Form 15F to cancel its registration and terminate its obligations of disclosure under the Exchange Act. After 90 days of filing, without a response from the SEC, the cancellation of its registration and termination of its disclosure obligations under the Exchange Act became effective.