RIO DE JANEIRO, May 22, 2014 /CNW/ - HRT Participações em Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), announces
today that further to the meeting of the Company's Board of Directors
held on May 13, 2014, the shareholders of HRT are invited to attend the
Company's Special Shareholders' Meeting (the "Meeting") to be held,
upon first call, on June 13, 2014, and if applicable, upon second call
on June 24, 2014, to vote, among other things, for the reverse split of
the Company's common shares (the "Common Shares") on the basis of 1
(one) post-reverse split Common Share for each 30 (thirty) pre-reverse
split Common Shares, pursuant to Article 12 of Law 6.404/76, which also
includes the reverse split of the Company's Global Depositary Shares
("GDSs") on the basis of 1 (one) post-reverse split GDS for each
pre-reverse split 30 (thirty) GDSs, maintaining the ratio between the
Common Shares and the GDSs currently in force of 2 (two) GDSs for each
Common Share. GDS holders are hereby informed that the Management
Information Circular and Voting Instruction Form mailed to them in
connection with the Meeting set forth an incorrect reverse split ratio
for the GDSs of 60 (sixty) to 1 (one) and are hereby advised of the
accurate reverse split ratio for the GDSs of 30 (thirty) to 1 (one).
Revised Meeting materials which reflect the accurate reverse split
ratio for the GDSs will be filed on SEDAR and on the Company's
website. The submission of completed Voting Instruction Forms received
by mail and referring to the incorrect GDS reverse split ratio will be
accepted by the Company as valid voting instructions for the accurate
GDS reverse split ratio of 30 (thirty) to 1 (one).
Background and Reasons for the Reverse Split
The Company's proposal to effect the reverse split is in line with the
understanding that, further to some indications received from the
Company Follow-up Department of the BM&FBOVESPA Exchange, it is highly
recommended for the Company to maintain a stock price which falls
between R$20 and R$30. In the opinion of the BM&FBOVESPA Exchange, such
a target price protects companies from being affected by high
fluctuations in percentage resulting from low fluctuations in stock
prices.
Furthermore, stocks referred to as "penny stocks" have been excluded
from the Ibovespa Index by the new index methodology, which came into
force earlier this year. As a result, "penny stocks" may be completely
banned from the trading sessions. This new methodology is in line with
the new listing rules of the BM&FBOVESPA Exchange, which have been
developed since 2011 and which were approved by the Brazilian
Securities and Exchange Commission (CVM) at the end of January 2014.
Pursuant to the new rules companies whose shares are trading below R$1
for more than 30 days will have 180 (one hundred eighty) days to
resolve the situation - failing which, such companies may be forced to
withdraw from the BM&FBOVESPA Exchange. The new rules will be
applicable to all listed companies as of August 18, 2014.
Effects of the Reverse Split
As at May 1, 2014, the Company had 297,466,746 Common Shares issued and
outstanding. Upon completion of the proposed reserve split of Common
Shares, there will be approximately 9,915,558 Common Shares issued and
outstanding (on a non-diluted basis and subject to fractions as
discussed below). As at May 1, 2014, the Company had 118,090,300 GDSs
issued and outstanding. Upon completion of the proposed reserve split
of GDSs, there will be approximately 3,936,343 GDSs issued and
outstanding (on a non-diluted basis and subject to fractions as
discussed below).
If approved and implemented, the reverse split will occur simultaneously
for all of the Company's issued and outstanding Common Shares and GDSs.
The reverse split will affect all of the Company's shareholders
uniformly and will not affect (i) the amount (in Reais (R$)) of the
consolidated capital stock of the Company, (ii) the rights attributed
to the Common Shares and the GDSs, or (iii) any shareholder's
percentage ownership interest in the Company, except to the extent that
the reverse split would otherwise result in any shareholder owning a
fractional Common Share or GDS, as the case may be. In the event a
shareholder would be entitled to receive a fractional Common Share or
GDS after the reverse split, no such fractional share will be issued
and the group of shares which compose the share fractions will be sold
through an auction on the stock exchange by an Exchange Agent to be
appointed by the Company.
The subscription bonuses and stock purchase options or subscriptions for
Common Shares issued by the Company will also be proportionally
adjusted to reflect the reverse split.
The reverse split will not result in a change of the Company's name.
In addition to shareholder approval, the reverse split is also subject
to the approval of the TSX Venture Exchange (the "TSX-V"). Upon
approval of the reverse split by the shareholders of the Company and
all requisite powers for the implementation thereof shall be
automatically granted. Following such approval, the Company will
promptly issue a Notice to Shareholders which will provide the details
of the implementation of the reverse split of Common Shares and GDSs,
including the dates on which such securities will commence trading
pursuant to the new ratios.
For additional information, please contact HRT's Investor Relations
Department.
Sedar Profile # 00031536
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
About HRT
HRT Participações holds one of the largest independent oil and gas
exploration and production companies in Brazil. The HRT Group comprises
six main subsidiaries: IPEX (Integrated Petroleum Expertise Company
Serviços em Petróleo Ltda.), HRT O&G Exploração e Produção de Petróleo
Ltda., HRT Netherlands B.V., HRT África Petróleo S.A., HRT América Inc.
and HRT Canada Inc.. The Company retains a 55% interest in 19
exploratory blocks in the Solimões Basin and 60% of interest in The
Polvo Field, located in the southern portion of the Campos Basin. HRT
also operates ten exploratory blocks off the Namibian coast: eight
blocks in the Orange Sub-basin and two blocks in the Walvis Sub-basin.
HRT's team includes PHDs and masters in geochemistry, geophysics,
biology and engineering, most of them former employees of Petrobras and
ANP (Brazil petroleum agency). HRT is committed to minimizing any
possible environmental impacts in the sites where it acts. Our
commitment to the local communities is towards health conditions,
safety and quality of life. For more information, please visit the
Company's website: www.hrt.com.br/ir
Disclaimer
This news release contains forward-looking statements. All statements
other than statements of historical fact contained in this news release
are forward-looking statements, including, without limitation,
statements regarding our drilling and seismic plans, operating costs,
acquisitions of equipment, expectations of finding oil, the quality of
oil we expect to produce and our other plans and objectives. Readers
can identify many of these statements by looking for words such as
"expects", "believe", "hope" and "will" and similar words or the
negative thereof. Although management believes that the expectations
represented in such forward-looking statements are reasonable, there
can be no assurance that such expectations will prove to be correct. By
their nature, forward-looking statements require us to make assumptions
and, accordingly, forward-looking statements are subject to inherent
risks and uncertainties. We caution readers of this news release not to
place undue reliance on our forward-looking statements because a number
of factors may cause actual future circumstances, results, conditions,
actions or events to differ materially from the plans, expectations,
estimates or intentions expressed in the forward-looking statements and
the assumptions underlying the forward-looking statements.
The following risk factors could affect our operations: the contingent
resource and prospective resource evaluation reports involving a
significant degree of uncertainty and being based on projections that
may not prove to be accurate; inherent risks to the exploration and
production of oil and natural gas; limited operating history as an oil
and natural gas exploration and production company; drilling and other
operational hazards; breakdown or failure of equipment or processes;
contractor or operator errors; non-performance by third party
contractors; labour disputes, disruptions or declines in productivity;
increases in materials or labour costs; inability to attract sufficient
labour; requirements for significant capital investment and maintenance
expenses which HRT may not be able to finance; cost overruns and
delays; exposure to fluctuations in currency and commodity prices;
political and economic conditions in Namibia and Brazil; complex laws
that can affect the cost, manner or feasibility of doing business;
environmental, safety and health regulation which may become stricter
in the future and lead to an increase in liabilities and capital
expenditures, including indemnity and penalties for environmental
damage; early termination, non-renewal and other similar provisions in
concession contracts; and competition. We caution that this list of
factors is not exhaustive and that, when relying on forward-looking
statements to make decisions, investors and others should also
carefully consider other uncertainties and potential events. The
forward-looking statements herein are made based on the assumption that
our plans and operations will not be affected by such risks, but that,
if our plans and operations are affected by such risks, the
forward-looking statements may become inaccurate.
The forward-looking statements contained herein are expressly qualified
in their entirety by this cautionary statement. The forward-looking
statements included in this news release are made as of the date of
this news release. Except as required by applicable securities laws, we
do not undertake to update such forward-looking statements.
SOURCE HRT Participações em Petróleo S.A.
