São Paulo, May 29, 2019 – LINX S.A. (B3: LINX3), a publicly-held company with head offices at the city of São Paulo, State of São Paulo, at Avenida Doutora Ruth Cardoso, No. 7221, Ed. Birmann 21, 7th floor, room I, Pinheiros, CEP 05425-902 (“Company”), in pursuant to the provisions of Article 154, paragraph 4th of Brazilian Law No. 6,404, dated of December 15, 1976, as amended (“Brazilian Corporation Law”), and of Article 2, item XV of the Brazilian Securities and Exchange Commission (“CVM”) Rulling No. 358, dated of January 3rd, 2002, as amended, hereby informs its shareholders and the market in general that, on May 3, 2019, presented before the CVM, under reserved treatment, pursuant to CVM’s Resolution No. 809/19, registration request for the public offering of primary and secondary ordinary, nominative, book-entry and without par value shares, issued by the Company, all free and clear of any encumbrances or liens (“Shares”), including under the form of American Depositary Shares (“ADSs”), represented by American Depositary Receipts (“ADRs”), all free and clear of any encumbrances or liens, to be distributed simultaneously (i) in Brazil, in the non-organized over-the-counter market, pursuant to CVM Instruction No. 400, dated of December 29, 2003, as amended (“CVM Instruction 400”) with placement efforts of the Shares abroad (“Brazilian Offering”); and (ii) abroad, under the form of ADSs, represented by ADRs, all free and clear of any encumbrances or liens, each ADS representative of one (1) Share (“International Offering” and, jointly with the Brazilian Offering, “Global Offering”). The Global Offering will be carried out simultaneously in Brazil and abroad.
The International Offering was filled for registration (Registration Statement on Form F-1) on March 29, 2019 before the Securities Exchange Commission, in accordance with the proceedings set forth in the Securities Act of 1933, for which it was also reassured, until the present date, confidential treatment.
In due course, a notice to the market will be published, in the terms of Article 53 of CVM Instruction 400, containing information about, among others: (i) other characteristics of the Global Offering, (ii) the locations for obtainment the preliminary prospectus of the Brazilian Offering, (iii) the estimated dates and locations of release of the Brazilian Offering, and (iv) the conditions, proceeding, reserve period and the period for gathering of investment intentions within the Brazilian Offering.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This material fact shall not constitute an offer to sell or a solicitation of an offer to buy American Depositary Receipts (ADRs) of Linx S.A., nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.