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MATERIAL FACT

São Paulo, September 22, 2008 - SÃO MARTINHO S.A. (Bovespa: SMTO3; Reuters SMTO3.SA and Bloomberg SMTO3 BZ), one of the largest ethanol and sugar producers in Brazil, pursuant to CVM Instruction 358/2002, hereby informs its shareholders and the general market that the Company’s Board of Directors approved on today’s date the buyback of shares issued by the Company to be held in treasury for subsequent cancellation or sale.

This acquisition must observe the following limits and conditions, pursuant to CVM Instruction 10/80:

  1. The Company‘s objective in the operation: to maximize value creation for shareholders through efficient management of the capital structure;
  2. Number of shares to be acquired: up to 200,000 shares;
  3. Period for carrying out the authorized operations: 365 (three hundred sixty-five) days as of today’s date;
  4. Number of outstanding shares: 40,224,050;
  5. Location of Acquisitions: BOVESPA − Bolsa de Valores de São Paulo S.A.;
  6. Maximum Share Price: the price of the shares acquired may not exceed their quoted price on the Stock Exchange.
  7. Intermediating Institution: Banco UBS PACTUAL S.A., with head offices at Praia de Botafogo n°. 501, 5° e 6° andares, in the city and state of Rio de Janeiro, inscribed in the Roll of Corporate Taxpayers (CNPJ/MF) under no. 30.306.294/0001-45

Sincerely,

João do Val
Chief Financial and Investor Relations Officer

Felipe Vicchiato
Investor Relations Manager

Tel: 11 2105-4100
E-mail: ri@saomartinho.ind.br
IR Website: www.saomartinho.ind.br/ri

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