Estre Ambiental, Inc.
|
(Name of Issuer)
|
Ordinary Shares, par value $0.0001 per share
|
(Title of Class of Securities)
|
G3206V100
|
(CUSIP Number)
|
Energy Sustainable
|
Cricket Square
|
Hutchins Drive, PO Box 2681
|
Grand Cayman
|
KY1-1111
|
Cayman Islands
|
Tel: (55) 21 98839 6631
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
May 31, 2019
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. G3206V100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Energy Sustainable
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF |
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
20,062,197
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
20,062,197
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
20,062,197
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
39.19%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO
|
|
|
|||
|
|
CUSIP No. G3206V100
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|||
Hamilton Liborio Agle
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
PF
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Brazil
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
20,062,197
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
20,062,197
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
20,062,197 (1) |
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
39.19% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1) |
Hamilton Liborio Agle is the sole stockholder of Energy Sustainable and, as such, may be deemed to beneficially own the Ordinary Shares of the
Issuer held by Energy Sustainable.
|
(2) |
Based on 45,636,732 Ordinary Shares outstanding as of December 31, 2018 as disclosed in the Issuer’s Annual Report on Form 20-F filed on May 15, 2019 with the Securities and Exchange Commission.
|
Item 1. |
Security and Issuer.
|
Item 2. |
Identity and Background.
|
Item 3. |
Source and Amount of Funds or Other Consideration.
|
Item 4.
|
Purpose of Transaction.
|
Item 5.
|
Interests of Securities of the Issuer.
|
(a)
|
The Reporting Persons beneficially own 20,062,197 Ordinary Shares, or approximately 39.19% of the outstanding
Ordinary Shares of the Issuer.
|
(i)
|
Energy Sustainable is the direct beneficial owner of 20,062,197 Ordinary Shares. Energy Sustainable has
the shared power to vote, or direct the voting of, and the shared power to dispose, or direct the disposition of, the Ordinary Shares held by it
|
(ii)
|
Hamilton is the sole shareholder and sole director of Energy Sustainable and, as such, may be deemed to
be the indirect beneficial owner of the 20,062,197 Ordinary Shares beneficially owned by Energy Sustainable. Hamilton has the shared over to vote, or direct the voting of, and the shard power to dispose of, or direct the disposition of
the Ordinary shares held by Energy Sustainable.
|
(c)
|
Except as set forth in this Statement, the Reporting Persons have not effected any transactions in the Ordinary Shares of the Issuer
during the sixty days prior to the date hereof.
|
(d)
|
Not applicable.
|
(e) |
Not applicable.
|
Item 6.
|
Contracts, Arrangements, Undertakings or Relationships with
Respect to Securities of the Issuer.
|
Item 7.
|
Material to Be Filed as Exhibits
|
Exhibit
Number
|
Description
|
|
Joint Filing Agreement, dated June 10, 2019, by and among the Reporting Persons.
|
||
Share Purchase Agreement, dated May 31, 2019, by and among the Reporting Persons and the Sellers.
|
Date: June 10, 2019
|
|||
ENERGY SUSTAINABLE
|
|||
By:
|
/s/ Hamilton Liborio Agle
|
||
Name:
|
Hamilton Liborio Agle | ||
Title:
|
Officer | ||
HAMILTON LIBORIO AGLE
|
|||
/s/ Hamilton Liborio Agle
|
Date: June 10, 2019
|
|||
ENERGY SUSTAINABLE
|
|||
By:
|
/s/ Hamilton Liborio Agle
|
||
Name:
|
Hamilton Liborio Agle | ||
Title:
|
Officer | ||
HAMILTON LIBORIO AGLE
|
|||
Hamilton Liborio Agle
|
“Affiliates”
|
means any individual or company that directly or
indirectly controls, is controlled by or is under common control of the relevant individual or company.
|
“Business Day” |
means any day that is not a Saturday or a Sunday or any day on which
commercial banks are authorized or not required to operate in the place of business of any of the Parties.
|
“Claim”
|
means any and all lawsuit, action, suit, complaint,
investigation, inquiry, arbitration, mediation or any type of legal or administrative action or proceeding, filed individually or collectively, arising out of obligations or liabilities that may cause loss or damage, with or without
cash effects.
|
“Encumbrances” |
means any and all lien, mortgage, pledge, security, levy, charge, guarantee,
fiduciary sale, fiduciary assignment, encumbrance, right of first refusal, purchase or preemptive rights, contract to sell, usufruct on political and/or ownership rights, pursuant to the Law or under an agreement.
|
“Governmental
Authority”
|
means any governmental body, agency or authority or
any private authority representing the government or with regulatory or administrative function, professional association, civil registry, notary, as well as any court, judicial authority or arbitration chamber.
|
“Law” |
means any law, code, provisionary measure (medida provisória) in force, decree, regulation, final and unappealable
court order or final arbitration award, or any final decision rendered by any other Governmental Authority.
|
“Primary
Transfer”
|
means, directly or indirectly, as of the date hereof, including, and at any
time without limitation, any event of subscription of equity interest and/or issuance of convertible securities or convertible debt issued by the Company and/or any other entity of the Economic Group of the Company.
|
“Secondary
Transfer”
|
means, as of the date hereof, including, and at any time without limitation,
any direct or indirect sale, transfer, assignment (including preemptive right), promise, transmission, granting of put option, exchange or any other form of trading or disposal, in the aggregate or partially, of Shares, equity
interest issued by any of other entities of the Economic Group of the Company or political and/or economic rights pertaining to the Shares and/or to other entities of the Economic Group of the Company, including as a result of
corporate reorganization, consolidation, spin-off, merger, merger of shares.
|
“Transfer” |
means any Primary and/or Secondary Transfer, individual and without
distinction.
|
Buyer:
|
||
|
||
Energy Sustainable
|
||
By:
|
||
Title:
|
||
Sellers:
|
||
BTG Pactual
Principal Investments Fundo de Investimento em Participações Multiestratégia
|
||
By:
|
||
Title:
|
||
Fundo de
Investimento em Participações Turquesa – Multiestratégia Investimento no Exterior
|
||
By:
|
||
Title:
|
||
Banco BTG Pactual
S.A.
|
||
By:
|
||
Title:
|
Intervening-Consenting Party:
|
||
Hamilton Liborio
Agle
|
Witnesses:
|
||
Name:
|
Name:
|
|
RG:
|
RG:
|
|
CPF:
|
CPF:
|