6-K 1 asai20211207_6k1.htm ASAI20211207_6K1

 

UNITED STATES

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 December 2021

Commission File Number: 001-39928

_____________________

 

Sendas Distribuidora S.A.

(Exact Name as Specified in its Charter)

Sendas Distributor S.A.

(Translation of registrant’s name into English)

Avenida Ayrton Senna, No. 6,000, Lote 2, Pal 48959, Anexo A

Jacarepaguá

22775-005 Rio de Janeiro, RJ, Brazil

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F:   ý
      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:   ý

(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:   ý

 
 

 

SENDAS DISTRIBUIDORA S.A.

Companhia de Capital Aberto Autorizado

CNPJ nº 06.057.223/0001-71

NIRE 3330027290-9

 

MINUTES TO THE MEETING OF THE BOARD OF DIRECTORS HELD ON DECEMBER 7th, 2021

 

1. Date, Time and Place: On December 7th, 2021, at 02:00 p.m, at the headquarters of Sendas Distribuidora SA (“Company”), located in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Ayrton Senna, nº 6.000, Lote 2, Pal 48959, Annex A, Jacarepaguá, CEP 22775-005.

 

2. Call and Attendance: Call was done in accordance with the regalement and the meeting had the presence of all the members of the Company's Board of Directors.

 

3. Conduction of the Meeting: Chairman: Jean-Charles Henri Naouri; Secretary: Aline Pacheco Pelucio.

 

4. Agenda: (i) Analysis and deliberation on the proposal of issuance of shares under the terms of the Stock Option Plan and Stock Option Compensation Plan of the Company and the respective capital increase; and (ii) Analysis and decision on the Company's corporate events calendar for the year 2022.

 

5. Resolutions: The members of the Board of Directors, by unanimous vote and without restrictions, decided the following:

 

5.1       Analysis and deliberation on the proposal of issuance of shares under the terms of the Stock Option Plan and Stock Option Compensation Plan of the Company and the respective capital increase: Messrs. members of the Board of Directors discussed (i) the Company’s Stock Option Compensation Plan approved in the Special Shareholders’ Meeting held on December 31st, 2020 (“Compensation Plan”) and (ii) the Company’s Stock Option Plan approved at the Special Shareholders’ Meeting held on December 31st, 2020 (“Stock Option Plan” and, together with the Compensation Plan, the “Plans”) and resolved:

 
 

 

As a consequence of the exercise of options pertaining to Serie B5 of the Compensation Plan, and to Serie C5 of the Stock Option Plan, to approve, in accordance with Article 6 of the Bylaws and the limit of the authorized capital of the Company, the increase of the corporate capital of the Company in the amount of R$1,194,331.88 (one million, one hundred ninety-four thousand, tree hundred thirty-one reais and eighty-eight cents), by means of the issuance of 193,667 (one hundred, ninety-three thousand, six hundred and sixty-seven) common shares, provided that:

 

(i) 67,220 (sixty-seven thousand, two hundred and twenty) common shares, at the issuance rate of R$0.01 (one cent) per share, fixed in accordance with the Compensation Plan, in the total amount of R$672,20 (six hundred seventy-two reais and twenty cents), due to the exercise of options from Series B5; (ii) 126,447 (one hundred twenty-six thousand, four hundred forty-four) common shares, at the issuance rate of R$ 9.44 (nine reais and forty-four cents) per share, fixed in accordance with the Stock Option Plan, in the total amount of R$ 1,193,659.68 (one million, one hundred ninety-three thousand, six hundred fifty-nine reais and sixty-eight cents), due to the exercise of options from Series C5.

 

According to the Company’s By-laws, such common shares hereby issued have the same characteristics and conditions and enjoy the same rights, benefits and advantages of other existing common shares issued by the Company, including dividends and other capital’s remuneration that may be declared by the Company.

 

 
 

In view of the above, the Company’s capital stock is amended from the current R$786,730,260.87 (seven hundred eight-six million, seven hundred thirty thousand, two hundred sixty reais and eighty-seven cents) to R$787,924,592.75 (seven hundred eighty-seven million, nine hundred twenty-four thousand, five hundred ninety-two reais and seventy-five cents), fully subscribed and paid for, divided into 1,346,692,962 (one billion, three hundred and forty-six million, six hundred and ninety-two thousand, nine hundred and sixty-two) common shares with no par value.

 

5.2       Analysis and decision on the Company's corporate events calendar for the year 2022: the members of the Company's Board of Directors decided, unanimously and without reservations, to approve the Company's corporate events calendar for the year 2022:

 

6.       Approval and signature of these minutes: As there were no further matters to be addressed, the meeting was adjourned so that these minutes were drawn up. Then the meeting was resumed and these minutes were read and agreed to, having been undersigned by all attending persons. Rio de Janeiro, December 7th, 2021. Chairman: Mr. Jean-Charles Henri Naouri; Secretary: Mrs. Aline Pacheco Pelucio. Members of the Board of Directors who were present: Messrs. Jean-Charles Henri Naouri, Ronaldo Iabrudi dos Santos Pereira, Luiz Nelson Guedes de Carvalho, Christophe José Hidalgo, Philippe Alarcon, David Julien Emeric Lubek, Josseline Marie-José Bernadette De Clausade, José Flavio Ferreira Ramos and Geraldo Luciano Mattos Júnior.

 

Rio de Janeiro, December 7th, 2021.

 

I hereby certify, for due purposes, that this is a certificate of the minutes registered in the relevant corporate book, in accordance with Article 130, paragraph 3, of Law No. 6.404/76 as amended.

 

 

__________________________________

Aline Pacheco Pelucio

Secretary

 

 

 
 

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.

Date: December 7, 2021

Sendas Distribuidora S.A.

 

By: /s/ Daniela Sabbag Papa

Name: Daniela Sabbag Papa

Title: Chief Financial Officer

 

 

By: /s/ Gabrielle Helú

Name: Gabrielle Helú

Title: 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 of future 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.