0000947871-13-000355.txt : 20130528 0000947871-13-000355.hdr.sgml : 20130527 20130528070058 ACCESSION NUMBER: 0000947871-13-000355 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130528 FILED AS OF DATE: 20130528 DATE AS OF CHANGE: 20130528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Itau Unibanco Holding S.A. CENTRAL INDEX KEY: 0001132597 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15276 FILM NUMBER: 13873346 BUSINESS ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE CONCEICAO - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 BUSINESS PHONE: 55-11-5019-1723 MAIL ADDRESS: STREET 1: PRA?A ALFREDO EGYDIO DE SOUZA ARANHA STREET 2: 100 - TORRE CONCEICAO - CEP 04344-902 CITY: SAO PAULO STATE: D5 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: Itau Unibanco Banco Multiplo S.A. DATE OF NAME CHANGE: 20090226 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU HOLDING FINANCEIRA S A DATE OF NAME CHANGE: 20030319 FORMER COMPANY: FORMER CONFORMED NAME: BANCO ITAU SA DATE OF NAME CHANGE: 20010117 6-K 1 ss176796_6k.htm REPORT OF FOREIGN ISSUER
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of May 2013
Commission File Number: 001-15276

Itaú Unibanco Holding S.A.
(Exact name of registrant as specified in its charter)
Itaú Unibanco Holding S.A.
(Translation of Registrant’s Name into English)

Praça Alfredo Egydio de Souza Aranha, 100-Torre Itaúsa
04344-902 São Paulo, SP, Brazil
(Address of principal executive offices)

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:   o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes:   o      No:   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes:   o      No:   x

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes:   o      No:   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  
82-___________________.
 
 
 
 
 
 
SIGNATURES
 
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.
 
 
 
Itaú Unibanco Holding S.A.
  
    (Registrant)  
         
         
Date:  May 27, 2013 By: /s/ Alfredo Egydio Setubal  
    Name:  Alfredo Egydio Setubal   
    Title:  Investor Relations Officer    
         
 
         
  By: /s/ Caio Ibrahim David  
    Name: Caio Ibrahim David  
    Title:  Chief Financial Officer  
         

 
 

 
 
 

 

 

 
 
 
 
 
EXHIBIT INDEX
 
 
99.1
 Announcement to the Market:  Privatization and Shareholders Agreement of IRB - Brasil Resseguros S.A.
    
 
  
  
 
 
 
 
 
 
 
 
 

 
 
 

 
 
 
 
EX-99.1 2 ss176796_ex9901.htm ANNOUNCEMENT TO THE MARKET
 
Itaú Unibanco Holding S.A.
CNPJ 60.872.504/0001-23
A Publicly Listed Company
 
 
ANNOUNCEMENT TO THE MARKET


1.  Itaú Unibanco Holding S.A. announces to its shareholders and the market at large that its subsidiaries Itaú Seguros S.A. and Itaú Vida e Previdência S.A. (“Itaú Insurance Companies”), as part of the privatization process of IRB-Brasil Resseguros S.A. (“IRB”), have executed on the present date a Shareholders Agreement of IRB with the Federal Government, BB Seguros Participações S.A. (“BB Seguros”), Bradesco Auto Re-Companhia de Seguros and the Fundo de Investimento em Participações Caixa Barcelona, which will have a duration of 20 years, and deliberates on voting rights and the new governance of IRB, which shall now include private sector companies in its controlling group.
 
2.  In addition to the execution of the Shareholders Agreement, the privatization process of IRB involves the following stages:
 
 
(a)
conversion of the preferred shares of IRB in common shares (proportion 1:1);
 
(b)
creation of a golden share to be held by the Federal Government (with voting rights involving certain decisions); and
 
(c)
an increase in the capital stock of IRB by its current shareholders through the intermediary of an Extraordinary General Meeting of IRB, with the issuance of new shares, the Federal Government to waive its preemptive rights.

3.  In the increase of the capital stock of IRB, the Itaú Insurance Companies shall disburse, approximately, R$ 2.3 milIion and, at the end of the privatization process, shall jointly hold 15% of the total and voting capital stock of IRB.
 
4.  The participation of the Itaú Insurance Companies in the restructuring of IRB and their permanence as shareholders enables to the privatization process, assuring the continuity of IRB as a benchmark in the domestic reinsurance market and its international expansion.

5.  The operation has been approved by the Administrative Council for Economic Defense – CADE, the Brazilian anti-trust authority.
 
6.  The conclusion of the operation, including the efficacy of the Shareholders Agreement is contingent on the approval of the Federal Court of Accounts -TCU and the subsequent increase of capital by the Private Insurance Superintendence - SUSEP.

São Paulo, May 24, 2013.



ALFREDO EGYDIO SETUBAL
Investor Relations Officer