1ST CONVERTIBLE DEBENTURES
ISSUANCE
RIO DE JANEIRO, Oct. 24, 2014 /CNW/ - HRT Participações em
Petróleo S.A. ("Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V:
HRP), pursuant to Article 157, paragraph 4 of Law 6404 of
December 15, 1976, as amended
("Corporation Law") and Brazilian Securities Commission ("CVM")
Instruction No. 358 of January 3,
2002 ("CVM Instruction 358"), hereby informs its
shareholders and the market that the Board of Directors in a
meeting held on October 24, 2014
("BoDM") approved the issuance of convertible debentures, in a
single series, of a subordinated type and without guaranties of the
Company's First Issuance ("Debentures" and "Issuance,"
respectively), which will be privately issued, totaling, on the
Issuance Date (as defined below), the amount of up to R$90,000,000.00 (ninety million Reais), as
stated in the BoDM minutes and the Indenture for HRT Participações
em Petróleo S.A.'s 1st Convertible Debenture Private
Issuance, in a single series, of a subordinated type ("Indenture").
Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A.,
a financial institution headquartered in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida das Américas 500,
Block 13, Group 205, Barra da Tijuca, postal code 22640-100,
enrolled with the National Corporate Taxpayers Register of the
Ministry of Finance (CNPJ/MF) under number 36.113.876/0001-91
("Fiduciary Agent") will represent the Debenture holders pool
("Debenture holders").
All terms defined in this Notice to Shareholders are also
provided for in the Indenture, which full version is available on
the Company's website (http://www.hrt.com/ir) and on the websites
of the CVM and Brazilian Stock, Commodities and Futures Exchange
("BM&FBOVESPA") and may be consulted at branches of the
Mandatary Bookkeeping Institution (as defined below). The Issuance
will observe the following conditions and characteristics:
Characteristics of the Debentures:
1. Total Issuance Amount: The total amount
to be issued is of up to R$90,000,000.00 (ninety million Reais)
("Total Issuance Amount"), subject to the possibility of placing a
Minimum Amount (as defined below).
2. Series: One single series will be issued.
3. Quantity: will be issued up to 4,500,000 (four million
and five hundred thousand) Debentures subject to the possibility of
placing the Minimum Amount (as defined below).
4. Par Value: The Debentures' par value will be
R$20.00 (twenty Reais) ("Par
Value").
5. Use of Proceeds: Proceeds from the Debenture issuance
will be used: (i) to develop oil reserves by making investments in
the existing production fields and in those that may be acquired
and (ii) to acquire new oil and gas related assets, including
acquisition by our subsidiary HRT O&G Exploração e Produção de
Petróleo Ltda., of an interest in Maersk Energia Ltda. in the Polvo
Field in the Campos Basin, as disclosed to the market by the
Company through a Material Fact announced on July 8, 2014.
6. Form and Ownership: The Debentures will be issued in
book-entry form without warrants or certificates representing
them.
7. Type: The Debentures will be subordinated to any
creditors of the Company, including unsecured creditors, and will
not be secured by any additional guarantees.
8. Issue Date: The Debentures' issuance date will be
October 24, 2014 ("Issuance
Date").
9. Subscription Price and Payment Conditions: The
Debentures will be subscribed at their Par Value to be paid in cash
in local currency, upon subscription ("Payment Date").
10. Placement: The Debentures will be issued for private
issuance without the intermediation of institutions dealing in
securities and/or any effort to sell to investors, being allowed
the partial placement of the Debentures as long as subscribed
debentures correspond to a minimum of R$60,000,000.00 (sixty million Reais)
("Minimum Amount").
10.1. Once the Minimum Amount has been reached, after making any
Apportionments (as defined in the Indenture), Debentures not yet
placed will be canceled by the Company.
11. Effectiveness and Maturity Date: The Debentures will
be effective for 5 (five) years, thus due on October 24, 2019 ("Maturity Date").
12. Repayment and Scheduled
Renegotiation: The Unit Par Value of the Debentures shall
be fully paid on the Maturity Date. The Debentures will not be
subject to scheduled renegotiation.
13. Early Maturity: The Debentures and all obligations
stated in the Indenture will be considered accelerated, thus
becoming the Par Value payable by the Company, added to the
Remuneration, calculated pro rata from the Issuance Date until the
date of actual payment, subject, when applicable, to Late Penalties
and any other amounts owed by the Company upon the occurrence of
events described in Section 4.12 of the Indenture ("Early Maturity
Events").
14. Early Redemption: The Debentures may be redeemed in
advance at the Issuer's discretion and in accordance with the
Indenture, upon which they shall be canceled. Redemption may be
total or partial at Par Value plus (i) remuneration on a pro rata
basis and (ii) premium of 5% (five percent) on the balance to be
redeemed ("Early Redemption").
15. Monetary restatement and Remuneration: The
Debentures' Par Value will not be subject to restatement. The
Debentures will bear an interest rate of 90% (ninety percent) of
the accumulated variation of the average one-day daily Interbank
Deposit, Extra-group Over ("DI Rate"), as calculated and announced
daily by the CETIP S.A. – Balcão Organizado de Ativos e Derivativos
("CETIP") in daily bulletins on its website
(http://www.cetip.com.br), expressed in percentage form per year
based on two hundred and fifty two (252) business days, levied upon
the Debentures' Par Value or Par Value balance from their
Subscription Date and paid up by the end of each Capitalization
Period pro rata temporis, according to the formula established in
the Indenture ("Remuneration").
15.1. Remuneration will be payable semiannually, according to
the dates provided for in item 4.10.1 of the Indenture, with the
first payment being made 6 (six) months after Issuance Date.
16. Registration for Distribution and Trading: The
Debentures will be privately issued and therefore will not be
registered for distribution on any organized market. However, the
Debentures will be listed for trading on the secondary market
through the Multi-Asset Platform Trading System (locally known as
PUMA Trading System Plataforma Unificada de Multi Ativos –
organized over-the-counter market) managed and operated by
BM&FBOVESPA.
17. Mandatary Bookkeeping Institution and
Settlement Bank: The institution providing the Debentures'
mandatary bookkeeping services is Itaú Corretora de Valores S.A., a
financial institution headquartered in the city of São Paulo, state
of São Paulo ("Mandatary Bookkeeping Institution"). The settlement
bank for this Issuance will be Itaú Unibanco S.A., a financial
institution headquartered at city of São Paulo, state of São Paulo
("Settlement Bank").
Preemptive Rights:
18. Preemptive Rights:
18.1. Preemptive rights to subscribe Debentures will be reserved
for holders of HRT common shares of record on October 24, 2014 ("Shareholders"), in proportion
to the share position held by each shareholder on that date
("Preemptive Right").
18.1.1. Due to the private nature and characteristics of the
Issuance, the Company and Deutsche Bank Trust Company Americas, a
financial institution headquartered in the City and State of New York, at 60 Wall Street,
USA, as depositary under the
Company's Global Depositary Shares ("GDSs") program, listed on the
Toronto Stock Exchange Ventures ("TSX-V"), in Canada, decided that the right to subscribe
the Debentures will not be extended to GDS holders as permitted
under Section 4.04 of the Deposit Agreement, executed on
April 8, 2011 and amended on
May 4, 2012, by and between Deutsche
Bank Trust Company Americas and the Issuer. Deutsche Bank Trust
Company Americas, the depositary of the GDSs, may sell the
corresponding Debenture subscription rights and shall distribute
the proceeds thereof, if any, to GDS holders. Additional
information concerning any cash distributions to GDS holders will
be given in a further Notice to Shareholders.
18.2. The Preemptive Rights may be exercised within the 30
(thirty) day period as from October 28,
2014 (inclusive) and ending November
26, 2014 (inclusive) ("Period for Exercise of Preemptive
Rights").
19. Convertibility and Conversion Exercise Period:
19.1. The Debentures may be converted into Shares of the Issuer,
at the sole discretion of Debenture holders as of October 24, 2015 until the Debentures' Maturity
Date (exclusive) ("Exercise Period for Conversion"), and Debenture
holders are assured the right to vote at Debenture holder General
Meetings to determine by simple majority the shortening of the term
from which the Debentures may be converted, subject to following
the procedures for exercise of conversion stated in the
Indenture.
19.2. The Shares resulting from Debenture conversions (i) will
have the same characteristics and conditions and will be entitled
to the same rights and benefits statutorily assigned to the Shares
on their delivery date, and (ii) will participate fully in
earnings, including dividends and interest on own capital that may
be declared as of the date of delivery of these Shares.
19.3. Procedures for the exercise of conversion are set forth in
the Indenture.
20. Conversion Price:
20.1. The number of Shares to be delivered to the Debenture
holders on the Debenture Conversion Date will be the result of
dividing the Par Value of the Debentures by the lesser of: (i) the
weighted average, by daily volume, of the closing price of the
Shares over the last 10 (ten) BM&FBOVESPA trading sessions as
of the day after Issuance Date, with a discount of 25% (twenty five
percent); or (ii) the weighted average by daily volume of the
closing price of the Shares over the last 10 (ten) BM&FBOVESPA
trading sessions prior to the receipt of the request for conversion
by the Bookkeeping and Mandatary Institution or by the custody
agent by BM&FBOVESPA, whichever is applicable, with a discount
of 25% (twenty five percent) ("Conversion Price").
20.2. The Conversion Price is justified in as far as it was
attributed by the Company in order to ensure the Debentures'
attractiveness to investors without resulting in undue
dilution.
21. Lock-up period for shares resulting from
conversion:
21.1. The shares resulting from
conversion will be subject to trading restrictions and
transfer for a period of 12 (twelve) months from the Debentures'
conversion date ("Restricted Shares" and "Lock-up Period").
For additional details, contact HRT's Investor Relations
office.
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.
Non-Registration with CVM – Brazilian Securities and Exchange
Commission and ANBIMA – Brazilian Association of Financial and
Securities Market Entities, and other Securities and Exchange
Commissions
This Issuance will not be registered with CVM or with ANBIMA
– Brazilian Association of Financial and Securities Market
Entities, since the Debentures shall be subject of private
placement, without (i) intermediation of institutions that are part
of the securities distribution system; or (ii) any sale effort
before indeterminate investors.
This private issuance of the convertible debentures has not
been and will not be registered under the U.S. Securities Act of
1933, as amended (the "U.S. Securities Act"), and may not be
offered or sold in the United
States absent registration or an applicable exemption from
registration requirements. As a result, this Indenture does not
constitute an offer to sell, or a solicitation of an offer to buy,
any security and shall not constitute an offer, solicitation or
sale in the United States nor in
any jurisdiction which such an offer, solicitation, or sale would
be unlawful.
This Issuance has not been and will not be registered, and
may not be offered or sold in Canada and this Indenture does not constitute
an offer to sell, or a solicitation of an offer to buy, any
security and shall not constitute an offer, solicitation or sale in
Canada nor in any jurisdiction
which such an offer, solicitation, or sale would be
unlawful.
About HRT
HRT is one of Brazil's largest independent companies
involved in oil and natural gas exploration and production. Through
its subsidiaries, it is the operator of - and holder of a 60% stake
in - the Polvo field, located in the southern portion of the Campos
Basin, 100 km east of the city of Cabo Frio, Rio de Janeiro. The Polvo Field produces
Brazil's 7th largest daily output
of barrels of oil equivalent with 20.3º API from three reservoirs.
Through its subsidiaries, HRT owns the "Polvo A" fixed platform and
a 3,000 HP drilling rig operating in the field. The platform is
connected to the "FPSO Polvo" vessel which has capacity for
hydrocarbon separation, water treatment, and oil storage and
offloading. The Polvo Field license covers an area of approximately
134 km2 and it holds many prospects for future
exploration sites. Additionally, HRT has a 55% interest and is
operator in 19 exploratory blocks in the Solimões Basin. It is also
the operator of ten exploratory blocks off the Namibian coast in
the Walvis Bay and Orange sub-basins. HRT is committed to
minimizing any environmental impacts for areas in which it is
active. Its commitment to local communities involves reducing the
impacts of operations on health, safety and quality of life. For
more details, visit the website: www.hrt.com.br/ri.
Disclaimer
This document contains forward-looking
statements. All statements other than statements of historical fact
contained in this document 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 may identify
many of these statements by 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 warn readers of this document
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;
risks involved in 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;
labor disputes, disruptions or declines in productivity; increases
in materials or labor costs; inability to attract sufficient labor;
requirements for significant capital investment and maintenance
expenses which HRT may not be able to finance; cost overruns and
delays; exposure to fluctuating currency rates and commodity
prices; economic conditions in Namibia and Brazil; complex laws that may affect costs or
means of doing business; environmental, safety and health
regulations that 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 measures related to
concession agreements; and competition. We caution readers 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. Forward-looking statements herein are based on the
assumption that our plans and operations will not be affected by
such risks, but if our plans and operations are thus affected, the
forward-looking statements may become inaccurate.
The forward-looking statements in this document are expressly
qualified in their entirety by this cautionary statement. These
statements were made on of the date of this document. We do not
undertake to update these forward-looking statements unless
required by legislation applicable to securities.
SOURCE HRT Participações em Petróleo S.A.