RIO DE JANEIRO, June 24, 2014 /CNW/ - HRT Participações em
Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3,
TSX-V: HRP), announces today that, at the Special Shareholders`
Meeting ("SSM") of the Company, held on this date, upon second
call, among other matters, the shareholders of the Company approved
the reverse split of the Company's common shares at the rate of ten
(10) common shares for one (1), pursuant to Article 12 of Law
6,404/76, which also includes the reverse split of the issued and
outstanding Global Depositary Shares ("GDSs") of the Company, at
the rate of ten (10) GDSs for one (1), maintaining the proportion
currently in force of two (2) GDSs to one (1) common share.
In the context of discussions on the Management
Proposal for the reverse stock split at a ratio of thirty (30)
common shares to one (1), the Company's shareholders resolved by
majority, to approve the reverse stock split at a ratio of ten (10)
common shares to 1 (one), in line with the proposal submitted by a
shareholder of the Company, which is more suitable to its current
situation.
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 BM&FBOVESPA's Company Follow-up
Department. In the opinion of 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, in February
2014, the BM&FBOVESPA Exchange enacted the new
regulations for the Listing of Issuers and Admission of Securities
for Trading (Regulamento para Listagem de Emissores e Admissão à
Negociação de Valores Mobiliários), created with the aim to
improve and streamline the relationship of issuers with the
BM&FBOVESPA Exchange and market participants. This regulation
will be in place from August
2014.
Effects of the Reverse Split
The shareholders (holders of common shares or
GDSs) will have until August 1, 2014
to, at its discretion, dispose of or acquire as many shares as
necessary in order to eliminate fractions of shares that may result
from the completion of the reverse split by the Company.
After such date, the group of shares which
compose the share fractions will be sold through an auction on the
stock exchange, by an intermediary of a brokerage firm, in
Brazil, and a selling agent, in
Canada. The proceeds resulting
from the sale of the fractions of common shares and GDSs will be
credited to their holders.
As of August 4,
2014, the common shares and GDSs will be traded on a reverse
split basis. The reverse split will not affect (i) the amount (in
Brazilian reais (R$)) of the Company's consolidated Capital Stock,
(ii) the rights attributed to common shares and GDSs, or (iii) the
ownership interest of each shareholders in the Company's Capital
Stock, except to the extent that the reverse split, or otherwise,
results in a shareholder owning a fraction of common share or GDS,
as the case may be.
The subscription bonuses and the stock options
or subscription 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.
As at June 24,
2014, 297,466,746 common shares of the Company are issued
and outstanding. Upon completion of the reserve split of common
shares approved at the SSM, there will be approximately 29,746,675
common shares of the Company issued and outstanding (on a
non-diluted basis and subject to fractions as discussed in this
material fact). As at the same date, 118,090,300 GDSs are issued
and outstanding. Upon completion of the reserve split of GDSs also
approved at the SSM, there will be approximately 11,809,030 GDSs
issued and outstanding (on a non-diluted basis and subject to
fractions as discussed in this material fact).
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 10 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.