PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
For the month of April, 2019
(Commission File No. 001-33356),
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 ______
the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)
Yes ______ 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):
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Indicate by check mark whether by furnishing the information contained in this Form,
the Registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
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If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b):N/A
GAFISA S.A.
Corporate Taxpayer’s ID (CNPJ/MF) No. 01.545.826/0001-07 Corporate Registry (NIRE) No. 35.300.147.952
Publicly-held Company
MATERIAL FACT
GAFISA S.A. (BOVESPA: GFSA3; OTC: GFASY) (“Gafisa” or “Company”) in accordance with CVM Instruction 358/02, as amended, informs to its shareholders and the Market, that in the meeting held on this date the Board of Directors re-elected of Mr. Roberto Luz Portella as Chief Executive Officer, Chief Financial and Investor Relations Officer, and Mr. Eduardo Larangeira Jácome to hold the position ofChief Operating Officer of the Company, both as of this date.
The Board of Directors also approved that the appropriate measures be taken for the issuance of the canceled shares, to wit: (i) 1,030,325 (one million, thirty thousand, three hundred and twenty-five) shares canceled on December 19, 2018; and (ii) 370,000 (three hundred and seventy thousand) shares canceled on January 22, 2019, which means that the capital stock will be comprised of forty-four million seven hundred and fifty-seven thousand, nine hundred and fourteen (44,757,914) shares, in view of the rejection by shareholders at the Extraordinary General Meeting held on this date, on the updating of the Bylaws to reflect the cancellation of shares approved by the Board of Directors on December 19, 2018 and January 22, 2019.
The Company's Board of Directors also approved the following details of the capital increase by means of the issuance of new common shares up to the limit of the Authorized Capital of seventy-one million, thirty-one thousand, eight hundred and seventy-six (71,031,876):
(a) The price per share shall be R$6.02 (six Reais and two cents), as ratified by specialized company;
(b) Shareholders holding common shares of the Company on this date shall have (i) thirty (30) days to exercise their preemptive rights as of the date of publication of the respective Notice by the Company, (ii) the right to a bonus of 15% (fifteen percent) on the value of the share in the subscription of such capital increase within the term of 30 (thirty) days of the preemptive right, and (iii) preemptive right in the apportionment of the unsold shares and a bonus of 3 % (three percent) of the value of the subscription of the apportionment of such unsold shares.
São Paulo, April 15, 2019.
GAFISA S.A.
Roberto Luz Portella
Chief Executive, Financial and Investor Relations Officer
SIGNATURE
Gafisa S.A. | |
| By: | /s/ Roberto Portella |
Name: Roberto Portella Title: Chief Executive Officer | |