RIO DE JANEIRO, Dec. 1, 2014 /CNW/ - HRT Participações em
Petróleo S.A. ("Company" or "HRT") (BM&FBOVESPA: HRTP3,
TSX-V: HRP), complementing the information disclosed in the Notice
to Shareholders dated October 24,
2014 (the "October 24,2014
Notice to Shareholders"), in the scope of the first issuance of
debentures convertible into common shares, in a single subordinated
series of the Company (the "Debentures" and the "Issuance,"
respectively), which are subject of a private placement in the
total amount of up to R$90,000,000.00
(ninety million Reais), informs its Shareholders and the
market that, on November 26, 2014,
the term for exercise of the preemptive right for subscription of
Debentures has ended.
During the preemptive right exercise period,
3,079,643 (three million, seventy-nine thousand, six hundred
forty-three) Debentures, with a unit par value of R$20.00 (twenty Reais) each, totaling the
amount of R$61,592,860.00 (sixty-one
million, five hundred ninety-two thousand, eight hundred and sixty
Reais), were subscribed. Considering the total amount of the
Issuance, of up to 90,000,000.00 (ninety million) Debentures, there
remained still 1,420,357 (one million, four hundred twenty
thousand, three hundred fifty-seven) Debentures not subscribed,
which will be apportioned among those who, in the subscription
bulletin, manifested an interest in the reservation of
remainders.
The holders of preemptive rights who manifested
an interest, through the subscription bulletin, to subscribe for
remainders of Debentures not subscribed within the term of exercise
of the preemptive rights (the "Remainders"), may subscribe the
Remainders within the term between December
03, 2014 to December 05, 2014
(inclusive) (the "First Apportionment"), in the proportion of
0.4612 Debentures per each Debenture subscribed during the
Preemptive Right Exercise Term.
The Company hereby informs that the subscription
right of the Remainders within the scope of the First Apportionment
may be exercised exclusively as provided for in the items
below:
- Subscription Price and Payment Conditions: The
Debentures will be subscribed for the amount of R$20.00 (twenty Reais) and will be paid in
cash in local currency, upon subscription.
- Subscription Right: Holders of preemptive rights subject
of custody at BM&FBOVESPA must exercise their respective
preemptive rights for subscription of Remainders through their
custody agents. Holders of preemptive rights not subject of custody
at BM&FBOVESPA who wish to exercise their preemptive rights for
subscription of Remainders must attend exclusively the specialized
branches of the Bookrunner and Mandated Institution established in
the October 24,2014 Notice to
Shareholders, where they will proceed to sign the subscription
bulletin. If the subscriber is represented by a proxy, the latter
must bear documentary proof of powers of attorney for the
subscription of Remainders, pursuant to item 4 below.
- Assignment of Preemptive Right: The holders of
preemptive rights for subscription of Remainders may assign their
respective preemptive right to third parties during the term
relating to the First Apportionment. The holders of preemptive
right not subject of custody at BM&FBOVESPA who wish to assign
their preemptive right must attend exclusively the specialized
branches of the Bookrunner and Mandated Institution established in
the October 24,2014 Notice to
Shareholders. The assignee of the preemptive right shall comply
with all terms and conditions applicable to the exercise of the
preemptive right.
- Documentation for Subscribing Debentures:
Individuals: Identity Card, Individual Taxpayer Register of the
Ministry of Finance (CPF/MF) and proof of address.
Corporations: Articles of Association or bylaws and minutes of the
meeting that elected the current officers, duly filed with the
Commercial Registry, and proof of address.
In case of representation by proxy, the respective public or
private power of attorney with notarized signature is
required.
- New Remainders: Considering that the Minimum Amount was
reached, there will be no Second Apportionment. Therefore, the
Debentures which are not subscribed in the First Apportionment will
be canceled by the Issuer.
- Cash Distribution to GDS Holders: As indicated in the
October 24, 2014 Notice to
Shareholders, Deutsche Bank Trust Company Americas, in its capacity
as depositary under the Company's Global Depositary Shares (the
"GDSs") program listed on the TSX Venture Exchange in Canada, has sold the Debenture subscription
rights it held on account of the GDSs and will distribute the
proceeds thereof to the GDS holders, on a pro rata basis. As a
result, GDS holders of record as at December
11, 2014 will be entitled to receive a cash distribution of
US$0.005865 per GDS, payable on
December 16, 2014.
- Requests for clarification: For additional details,
please 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 18 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.