Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
Companhia de Saneamento Básico do Estado de São Paulo
Board of Directors
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP
Corporate Taxpayer’s ID (CNPJ): 43.776.517/0001-80
Company Registry (NIRE): 35.3000.1683-1
EXCERPT FROM THE MINUTES OF THE 746th BOARD OF DIRECTORS’ MEETING.
On September 15, 2011, at 9:00 a.m., the Board meeting called by the Chairman of the Board of Directors, Edson de Oliveira Giriboni, in accordance with the head provisions of Article 13 of the Company’s Bylaws, was held in the company’s headquarters’ conference room, at Rua Costa Carvalho nº 300, in the city of São Paulo, attended by the undersigned members of the Board of Directors of Companhia de Saneamento Básico do Estado de São Paulo - SABESP. The meeting was installed and Edson Giriboni greeted everyone and justified the absence of Board Members Alberto Goldman and Andrea Sandro Calabi. The Chairman then announced the reception of a letter from Marcelo Salles Holanda de Freita, Technology, Enterprises and Environment Officer, resigning due to personal reasons, dated September 1, 2011. The resignee offered to remain in the position until the appointment of his replacement. The Board members acknowledged the resignation and requested that their gratitude for Marcelo Salles’ dedication and skills be registered in the minutes. (...)
After approved, these minutes were signed by the attending members of the Board of Directors. Edson de Oliveira Giriboni, Alexander Bialer, Dilma Seli Pena, Jerônimo Antunes, Heraldo Gilberto de Oliveira, Reinaldo Guerreiro, Sidney Estanislau Beraldo and Walter Tesch.
This is a free translation of the excerpt of the original Minutes drawn up in the Book
of Minutes of Board of Directors’ Meetings.
São Paulo, September 16, 2011
Edson Giriboni | Sandra Maria Giannella | |
Chairman of the | Executive Secretary of the | |
Board of Directors | Board of Directors |
1
Companhia de Saneamento Básico do Estado de São Paulo
Board of Directors
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP
Corporate Taxpayer’s ID (CNPJ): 43.776.517/0001-80
Company Registry (NIRE): 35.3000.1683-1
EXCERPT FROM THE MINUTES OF THE 746th BOARD OF DIRECTORS’ MEETING.
On September 15, 2011, at 9:00 a.m., the Board meeting called by the Chairman of the Board of Directors, Edson de Oliveira Giriboni, in accordance with the head provisions of Article 13 of the Company’s Bylaws, was held in the company’s headquarters’ conference room, at Rua Costa Carvalho nº 300, in the city of São Paulo, attended by the undersigned members of the Board of Directors of Companhia de Saneamento Básico do Estado de São Paulo - SABESP. The meeting was installed and Edson Giriboni greeted everyone and justified the absence of Board Members Alberto Goldman and Andrea Sandro Calabi. (...) Mr. Edson Giriboni then proposed to discuss and resolve on an extra-agenda item – the appointment João Baptista Comparini as Technology, Enterprises and Environment Officer. He then offered the floor to the Company’s CEO, who briefly presented details of the appointee’s professional career, in particular regarding his extensive experience in the sanitation sector and the good results SABESP achieved due to his work has head of the Pardo e Grande business unit. (...) The Board members present then voted and unanimously approved, pursuant to item II of Article 142 of Law 6,404/76, the election of JOÃO BAPTISTA COMPARINI, Brazilian, married, civil engineer, bearer of the identification registry (RG) 7.693.559 SSP/SP, inscribed in the roll of individual taxpayers (CPF) under number 001.793.608-09, domiciled at Rua Costa Carvalho, 300, Pinheiros, in the city and State of São Paulo, as the Company’s Technology, Enterprises and Environment Officer, for the remaining of the two-year term-of-office ending June 2, 2013, replacing Marcelo Salles Holanda de Freitas, in compliance with the provisions in the Bylaws. The duties and the compensation previously established are maintained. (...)
After approved, these minutes were signed by the attending members of the Board of Directors. Edson de Oliveira Giriboni, Alexander Bialer, Dilma Seli Pena, Jerônimo Antunes, Heraldo Gilberto de Oliveira, Reinaldo Guerreiro, Sidney Estanislau Beraldo and Walter Tesch.
1
Companhia de Saneamento Básico do Estado de São Paulo
Board of Directors
This is a free translation of the excerpt of the original Minutes drawn up in the Book of Minutes of Board of Directors’ Meetings.
São Paulo, September 16, 2011
Edson Giriboni | Sandra Maria Giannella | |
Chairman of the | Executive Secretary of the | |
Board of Directors | Board of Directors |
2
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP
Corporate Taxpayer ID (CNPJ): 43.776.517/0001-80
Company Registry (NIRE): 35.3000.1683-1
EXCERPT FROM THE MINUTES OF THE 746th BOARD OF DIRECTORS MEETING.
On September 15, 2011, at 9:00 a.m., the Chairman of the Board of Directors, Mr. Edson de Oliveira Giriboni, pursuant to the caput of Article 13 of the Company’s Bylaws called for an ordinary meeting, which was held in the conference room of the Company’s headquarters located at Rua Costa Carvalho nº 300, in the City of São Paulo, attended by the appointed and undersigned members of the Board of Directors of Companhia de Saneamento Básico do Estado de São Paulo - SABESP. After the meeting was called to order, Mr. Edson Giriboni greeted everyone and justified the absence of the Board members, Messrs. Alberto Goldman and Andrea Sandro Calabi. (...) The Chairman then started discussing item 2 - “Funding strategy for investments and debt management” and the sub-items “2.1. Authorization for early full redemption of the 9th issue of debentures occurred in 2008”; “2.2 –Authorization to take the measures necessary in order to raise funds in the capital markets so as to meet the Company’s financial needs for 2012, as defined in the Company Budget”; “2.3 –Authorization for taking out loan with Caixa Econômica Federal (CEF or Federal Savings Bank), Selection Process of the Ministry of Cities (Normative Instructions 24 and 33/2010) – (Growth Acceleration Program - PAC 2), Phase III, destined to finance 36 projects”; “2.4 – Authorization for taking out loan with the Brazilian Development Bank (BNDES), Selection Process of the Ministry of Cities (Normative Instruction 24/2010) - PAC 2, Phase III, destined to sewage works and services in the municipalities of São Paulo Metropolitan Region and the executive project of the São Lourenço Production System” (time:75’), and the Chief Financial and Investor Relations Officer, Mr. Rui de Britto Álvares Affonso and the Superintendent of Funding and Investor Relations, Mr. Mario Azevedo de Arruda Sampaio were requested to present the matter, which was based on the Presentation duly distributed to the Board members and filed with the documentation of the Meeting. (...) Thereafter, the Chief Financial Officer and the Superintendent explained sub-item 2.3 - “Authorization for taking out loan with Caixa Econômica Federal (CEF or Federal Savings Bank), Selection Process of the Ministry of Cities (Normative Instructions 24 and 33/2010) – (PAC 2), Phase III, destined to finance 36 projects”, based on the proposal submitted to the Board of Directors on September 14, 2011, the Board of Executive Officers’ Resolution no. 0246/11 of September 6, 2011, the Internal Communication FIN 28/11 of August 30, 2011 and the Presentation that comprises the documentation of the Meeting. After discussing and voting the matters, the Board members unanimously approved the taking out of loan with the Federal Savings Bank (CEF) to finance thirty-six (36) projects, as follows:
1. LOAN AMOUNT - two hundred, fifteen million, seventy-five thousand, nine hundred, forty reais and ninety-four centavos (R$215,075,940.94).
2. CHARGES AND TERMS
· Interest rate: 6.00% p.a.
· Management Fee: 1.40% p.a.· Risk Rate: 0.30% p.a.
· Index: Benchmark Interest Rate (TR)
· Terms: Defined according to the rules of the Sanitation for All Program and presented in item 3 below.
3. PROJECTS SELECTED FOR SERVICES:
(R$ 1,000) | |||||||
Operation |
DV |
Municipality |
Purpose |
Loan |
Terms | ||
Grace period |
Amortization |
Total | |||||
0346.817 |
81 |
Barueri |
Sewage Studies and Projects |
756.00 |
32 |
60 |
92 |
0346.779 |
26 |
Botucatu |
Water Supply |
11,003.37 |
42 |
240 |
282 |
0346.826 |
92 |
Caieiras |
Sewage |
29,668.50 |
47 |
240 |
287 |
0346.838 |
34 |
Carapicuíba |
EPSES |
1,035.00 |
34 |
60 |
94 |
0346.827 |
5 |
Cotia |
Water Supply |
5,405.40 |
24 |
240 |
264 |
0346.812 |
39 |
Francisco Morato |
Water Supply |
5,400.00 |
22 |
240 |
262 |
0346.806 |
52 |
Franco da Rocha |
Water Supply |
4,050.00 |
22 |
240 |
262 |
0346.909 |
98 |
Franco da Rocha |
EPSES |
3,135.00 |
31 |
60 |
91 |
0346.771 |
43 |
Hortolândia |
Water Supply |
1,420.61 |
48 |
240 |
288 |
0346.873 |
76 |
Itapevi |
EPSAA |
1,140.00 |
34 |
60 |
94 |
0346.952 |
35 |
Itapevi |
EPSES |
1,242.00 |
34 |
60 |
94 |
346.813 |
43 |
Jandira |
EPSES |
778.50 |
34 |
60 |
94 |
346.778 |
12 |
Juquitiba |
Water Supply |
11,811.41 |
48 |
240 |
288 |
0346.783 |
87 |
Monte Mor |
Sewage |
18,854.87 |
48 |
240 |
288 |
0346.823 |
69 |
Osasco |
EPSES |
765.00 |
34 |
60 |
94 |
346.835 |
2 |
Santana de Parnaíba |
EPSES |
634.50 |
32 |
60 |
92 |
0346.842 |
95 |
São Lourenço da Serra |
EPSAA |
943.20 |
21 |
60 |
81 |
346.879 |
30 |
São Paulo |
Water Supply |
14,310.00 |
28 |
240 |
268 |
0346.903 |
32 |
São Paulo |
Water Supply |
8,322.86 |
22 |
240 |
262 |
346.875 |
95 |
São Paulo |
Water Supply |
11,340.00 |
24 |
240 |
264 |
346.959 |
4 |
São Paulo |
Water Supply |
16,389.00 |
19 |
240 |
259 |
346.874 |
80 |
São Paulo |
Water Supply |
2,250.00 |
19 |
240 |
259 |
346.877 |
12 |
São Paulo |
EPSAA |
2,707.50 |
22 |
60 |
82 |
0346.900 |
0 |
São Paulo |
EPSES |
4,750.00 |
26 |
60 |
86 |
0346.960 |
32 |
São Paulo |
EPSES |
8,550.00 |
31 |
60 |
91 |
0346.836 |
16 |
São Vicente |
EPSES |
942.10 |
16 |
60 |
76 |
346.831 |
66 |
Taboão da Serra |
EPSES |
360.00 |
34 |
60 |
94 |
346.774 |
76 |
Taubaté |
EPSAA |
330.92 |
22 |
60 |
82 |
0353.172 |
30 |
Avaré |
Water Supply |
900.00 |
30 |
240 |
270 |
353.695 |
55 |
Registro |
EPSES |
132.82 |
29 |
60 |
89 |
353.694 |
49 |
Campo Limpo Paulista |
Water Supply |
32,835.54 |
48 |
240 |
288 |
352.095 |
75 |
Sao Roque |
EPSAA |
129.60 |
22 |
60 |
82 |
0352.139 |
93 |
Itapeva |
EPSES |
570.00 |
22 |
60 |
82 |
0352.216 |
34 |
Itararé |
EPSAA |
544.46 |
26 |
60 |
86 |
0353.677 |
32 |
Ibiúna |
Sewage |
11,305.00 |
42 |
240 |
282 |
0352.150 |
58 |
Ibiúna |
EPSAA |
362.79 |
22 |
60 |
82 |
TOTAL |
215,075.95 |
||||||
EPSAA – Water Supply Systems Studies and Projects
EESES – Sewage System Studies and Projects
4. SURETY
· Collection Account – a tariff collection monthly flow must be kept in the Collection Account, of at least, the monthly average of three (3) times the amount of a Restated Monthly Installment.
· Reserve Account – an amount corresponding to a Monthly Installment falling due must be kept in the Reserve Account, calculated over the restated debt outstanding balance.
The Chief Financial Officer and Investor Relations Officer is hereby authorized to conduct all the procedures and take all the measures necessary to conclude negotiations and sign the agreements. (...) These minutes, after being approved, were signed by the attending members of the Board of Directors. Edson de Oliveira Giriboni, Alexander Bialer, Dilma Seli Pena, Jerônimo Antunes, Heraldo Gilberto de Oliveira, Reinaldo Guerreiro, Sidney Estanislau Beraldo and Walter Tesch. This is a free English translation of the excerpt of the original minutes drawn up in the Book of Minutes of the Board of Directors. São Paulo, September 16, 2011. Edson Giriboni, Chairman of the Board of Directors. Sandra Maria Giannella, Executive Secretary of the Board of Directors. DEPARTMENT OF JUSTICE AND CITIZENSHIP DEFENSE. BOARD OF TRADE OF THE STATE OF SÃO PAULO. I certify the Registration No.389.822/11-5 of September 26, 2011. KÁTIA REGINA BUENO DE GODOY, General Secretary.
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP
Corporate Taxpayer ID (CNPJ): 43.776.517/0001-80
Company Registry (NIRE): 35.3000.1683-1
EXCERPT FROM THE MINUTES OF THE 746th BOARD OF DIRECTORS MEETING.
On September 15, 2011, at 9:00 a.m., the Chairman of the Board of Directors, Mr. Edson de Oliveira Giriboni, pursuant to the caput of Article 13 of the Company’s Bylaws called for an ordinary meeting, which was held in the conference room of the Company’s headquarters located at Rua Costa Carvalho nº 300, in the City of São Paulo, attended by the appointed and undersigned members of the Board of Directors of Companhia de Saneamento Básico do Estado de São Paulo - SABESP. After the meeting was called to order, Mr. Edson Giriboni greeted everyone and justified the absence of the Board members, Messrs. Alberto Goldman and Andrea Sandro Calabi. (...), the Chairman then started discussing item 2 - “Funding strategy for investments and debt management” and the sub-items “2.1. Authorization for early full redemption of the 9th issue of debentures occurred in 2008”; “2.2 – Authorization to take the measures necessary in order to raise funds in the capital markets so as to meet the Company’s financial needs for 2012, as defined in the Company Budget”; “2.3 –Authorization for taking out loan with Caixa Econômica Federal (CEF or Federal Savings Bank), Selection Process of the Ministry of Cities (Normative Instructions 24 and 33/2010) – (Growth Acceleration Program - PAC 2), Phase III, destined to finance 36 projects”; “2.4 – Authorization for taking out loan with the Brazilian Development Bank (BNDES), Selection Process of the Ministry of Cities (Normative Instruction 24/2010) - PAC 2, Phase III, destined to sewage works and services in the municipalities of São Paulo Metropolitan Region (RMSP) and the executive project of the São Lourenço Production System” (time:75’), and the Chief Financial and Investor Relations Officer, Mr. Rui de Britto Álvares Affonso and the Superintendent of Funding and Investor Relations, Mr. Mario Azevedo de Arruda Sampaio were requested to present the matter, which was based on the Presentation duly distributed to the Board members and filed with the documentation of the Meeting. (...) Thereafter, the Chief Financial and Investor Relations Officer and the Superintendent explained sub-item 2.4 - "Authorization for taking out loan with the Brazilian Development Bank (BNDES), Selection Process of the Ministry of Cities (Normative Instruction 24/2010) - PAC 2, Phase III, destined to sewage works and services in the municipalities of São Paulo Metropolitan Region and the executive project of the São Lourenço Production System”, based on the Proposal submitted to the Board of Directors on September 14, 2011, the Board of Executive Officers’ Resolution no. 0245/11, of September 6, 2011, the Internal Communication FIN 27/11, of August 30, 2011 and the Presentation that comprises the documentation of the Meeting. After discussing and voting the matters, the Board members unanimously approved the taking out of loan with the Brazilian Development Bank (BNDES) to finance five (5) SABESP’s proposals selected by the Ministry of Cities within the scope of the Selection Process of the Ministry of Cities (Normative Instruction 24/2010), as follows:
1. LOAN AMOUNT – FINEM line of credit (project finance)
One hundred, eighty-three million, three hundred and fifty thousand reais (R$183,350,000.00)
2. ALLOCATION OF LOAN- Sewage works and services in the municipalities of São Paulo Metropolitan Region (RMSP) and the Executive Project of the São Lourenço Production System (SPSL).
3. CHARGES AND TERMS
· Interest Rate: Long-term interest rate (TJLP) + 1.72% p.a.
· Terms: 180 months for works and 96 months for the Executive Project of the São Lourenço Production System with a grace period defined according to the sub-credits to be taken out and presented in the chart below:
(R$ 1,000) | |||||||
Sub- credit |
Purpose |
Loan |
Cost |
Terms (months) | |||
Total |
Grace Period |
Amortization |
Usage | ||||
A1 |
Linear Works of |
41,552.05 |
TJLP + 1.72% |
180 |
36 |
144 |
30 |
A2 |
EE and Discharge Piping of |
5,947.95 |
TJLP + 1.72% |
180 |
36 |
144 |
30 |
B |
SES Osasco |
22,800.00 |
TJLP + 1.72% |
180 |
24 |
156 |
18 |
C1 |
Linear Works of |
7,337.80 |
TJLP + 1.72% |
180 |
24 |
156 |
18 |
C2 |
EE and Discharge Piping of |
262.20 |
TJLP + 1.72% |
180 |
24 |
156 |
18 |
D1 |
Linear Works of |
74,052.84 |
TJLP + 1.72% |
180 |
36 |
144 |
54 |
D2 |
EE and Discharge Piping of |
20,947.16 |
TJLP + 1.72% |
180 |
36 |
144 |
54 |
E |
Exec. Project of the S. Lourenço |
10,450.00 |
TJLP + 1.72% |
96 |
24 |
72 |
18 |
Total |
183,350.00 |
||||||
SES – Sewage system | |||||||
EE – Pumping station | |||||||
The Chief Financial Officer and Investor Relations Officer is hereby authorized to conduct all the procedures and take all the measures necessary to conclude negotiations and sign the agreement. (...) These minutes, after being approved, were signed by the attending members of the Board of Directors. Edson de Oliveira Giriboni, Alexander Bialer, Dilma Seli Pena, Jerônimo Antunes, Heraldo Gilberto de Oliveira, Reinaldo Guerreiro, Sidney Estanislau Beraldo and Walter Tesch. This is a free English translation of the excerpt of the original Minutes drawn up in the Book of Minutes of the Board of Directors. São Paulo, September 16, 2011. Edson Giriboni, Chairman of the Board of Directors. Sandra Maria Giannella, Executive Secretary of the Board of Directors. ECONOMIC DEVELOPMENT, SCIENCE AND TECHNOLOGY DEPARTMENT. BOARD OF TRADE OF THE STATE OF SÃO PAULO. I certify the Registration No. 400.523/11-5 of October 3, 2011. KÁTIA REGINA BUENO DE GODOY, General Secretary.
Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
By: | /s/ Rui de Britto Álvares Affonso
|
|
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer |
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.