RIO DE JANEIRO, May 25, 2012 /CNW/ - HRT Participações em Petróleo S.A. ("Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), in accordance with the CVM Instruction nº 358/2002, hereby announces to its shareholders and the market in general that the Annual and Special Shareholder´s Meeting held on April 27, 2012 approved the stock split in the proportion of 1 to 50 shares, so each Company share will be represented by fifty (50) shares.
Additionally, due to the stock split, the ratio between the common shares and the Global Depositary Shares ("GDS") issued by the Company and traded at the Toronto Stock Exchange Venture ("TSX-V") will go from 1:100 (1 ordinary share to 100 GDSs) to 1:2 (1 ordinary share to 2 GDSs). The outstanding subscription warrants and stock options of the Company will be adjusted in the same proportion in order to reflect said stock split. Despite the stock split, the shareholders' interests in the capital stock will remain unchanged.
The shares to be issued in connection to the stock split will fully participate in equal conditions to all benefits, including any dividends and interest on equity declared by the Company.
In view of the obligation assumed by the Company at the time of its Initial Public Offering of not implementing any stock splits or reverse stock splits for eighteen (18) months as of the date of publication of the Notice of Conclusion of the Initial Public Offering, i.e. November 26, 2010, the stock split approved at the Annual and Special Shareholders Meeting will be effective on May 28, 2012.
The Company hereby informs that the shareholders registered in the Company´s books on May 28, 2012 (this day included) will be entitle to receive the new shares, and that from May 29, 2012, the shares will be traded ex-date. The date to receive the shares in connection to the stock split is June 1, 2012.
Further, the stock split will result in the amendment of the Article 5 of the Company´s By-Laws, in order to reflect the new number of shares which will be 294.267.600 (two hundred and ninety four million, two hundred sixty seven thousand and six hundred) common, registered, book-entry shares, without par value. The Article 5 of the Company's By-Laws will be duly amended accordingly in the next Special Shareholders' Meeting to be held after the stock split.
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.
HRT Participações holds one of the largest independent oil and gas exploration and production companies in Brazil. The HRT Group comprises eight 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., Air Amazonia Serviços Aéreos Ltda. and HRT Canada Inc.. The Company retains a 55% interest in 21 exploratory blocks in the Solimões Basin. HRT also operates ten exploratory blocks off the Namibian coast: eight blocks in the Orange Basin and two blocks in the Walvis 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, security and quality of life. For more information, please visit the Company's website: www.hrt.com.br/ir
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.
For further information:
Francisco Lourenço Bastos-Tigre - CFO and Investor Relations Officer
+55 21 2105-9700
Fábio Bueno - IR Manager
+55 21 2105-9745