Rio de Janeiro, August 4th, 2014 - HRT Participações em Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), hereby informs, complementing what was disclosed in the News Release as of June 24, 2014, that from this date on, the Company’s common shares and GDSs become to be traded on a reverse split basis.
The reverse split was approved by the Company’s shareholders at the Special Shareholders’ Meeting ("SSM") held on June 24, 2014, and has been executed 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 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 for one (1) common share.
The group of shares which compose the share or GDS fractions resulting from this reverse split will be sold through an auction on the stock exchange, by means of a brokerage firm, in Brazil, and a selling agent, in Canada. The value resulting from the sale of fractions of common shares or GDSs will be credited to their holders. Information concerning the schedule of fraction sale will be disclosed to the market in the coming weeks.
As of today, the Company has 29,746,675 issued and ratified common shares (on a non-diluted basis and subject to fractions as discussed in this news release). Also, on this date, the Company becomes to have approximately 11,809,030 issued GDSs (on a non-diluted basis and subject to fractions as discussed in this news release).
My U.S. Brokerage now shows HRTPY in my portfolio by its CUSIP No: 404275109 (the same CUSIP No. as HRP's), but it showed zero trading in it, today. I guess the Market Maker running our HRTPY GDS doesn't have all of its ducks in a row, yet! It took a while when they changed UPWRF.PK to HRTPY, when HRT bought UNX Energy, on April 29, 2011--the same day UNX.V became the GDS HRP.V.
The following is an article I stumbled on yesterday that I thought some of you may be interested in.
July 18, 2014, 06:05:00 PM EDT
On Jul 16, Brazilian energy giant, Petroleo Brasileiro SA or Petrobras ( PBR ) declared that it was in talks with the electricity company, Companhia Energética de Minas Gerais ( CIG ) or CEMIG to sell its 40% stake in Gasmig, a Brazilian natural gas distribution company. However, financial details of the transaction have not been revealed.
Petrobras stated that this anticipated sale is in accordance with its Business and Management Plan, which proposes non-core asset sales in Brazil as well as globally.
Gasmig, with a natural gas pipeline network of around 850 kilometers, is the only distributor in the Minas Gerais region and has a per-day distribution of 4.1 million cubic meters of natural gas.
Headquartered in Rio de Janeiro, Petrobras is the largest integrated energy firm in Brazil. The company's activities include exploration, exploitation and production of oil from reservoir wells, shale and other rocks. The company also engages in the refining, processing, trading and transportation of oil and oil products, natural gas and other fluid hydrocarbons, in addition to other energy-related activities.
Last week, Petrobras announced that it anticipates roughly $15.0 billion decrease in its profits between 2014 and 2018 if it is obliged to suspend the oil platform deal with SBM Offshore − a marine service provider in Holland. Petrobras added that its production of oil and natural gas will be significantly reduced if it stops utilizing the floating oil production platforms of SBM Offshore.
Petrobras is expected to release second-quarter results on Aug 8 and the Zacks Consensus Estimate is currently pegged at 48 cents per ADR.
The Provisional Presidential Decree 651/14 described in the below preceding and original post regarding it, is easy to get to from the HRT website... just click on the URL that they provide in the Clarification Reply.
The good news is, that it is Official, 21 pages long, contains 51 Articles, and is signed by DILMA ROUSSEFF, Brazil's President.
The bad news is, it's in Portuguese!
Any of you energetic readers who would like to do a translation of it on Google (or another type of translator), and share it with the board, THAT would be nice, and would surely be appreciated by the board's HRTPY shareholders... or, at least it should be!
PROVISIONAL PRESIDENTIAL DECREE 651/14
Rio de Janeiro, July 15th, 2014 - HRT Participações em Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), hereby provides clarifications, as requested by BM&FBOVESPA, on the Official Letter SAE 2,375/14 on the Provisional Presidential Decree 651/14, which refers to the exemption of Income Tax on the sale of shares of small and medium-sized companies.
According to the terms of MP 651/14, the exemption falls on the income tax regarding the capital gain earned by the individual, until December 31, 2023, on the sale, performed on the exchange stock market, of shares that have been issued by companies that, cumulatively comply with the requirements set forth in sections I and IV of article 16 of the referred MP.
Currently, HRT complies with all requirements set forth in the MP 651/14, and thus, it is in the list of Companies envisaged by the relevant MP, as disclosed at the website of Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission) ("CVM"), on July 10, 2014.
HRT’s Management understands that this initiative will ramp up the growth of the Brazilian capital market, boosting the demand for its shares, increasing its liquidity.
Lastly, the Company recommends that its individual investors read the MP651/14, whose entire content is available at the website (omitted here) before taking any investment decision.
...agreements and financing guarantees submitted to ANP.
For additional information, please contact HRT’s Investor Relations Department.
Rio de Janeiro, July 14th, 2014 – HRT Participações em Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), jointly with its wholly-owned subsidiary, HRT O&G Exploração e Produção de Petróleo Ltda. (“HRTO&G”), informs the following events related to the areas under concession situated in the Solimões Sedimentary Basin:
HRT O&G, ROSNEFT BRASIL AND PETROBRAS SIGN AN AGREEMENT TO REVIEW THE DEVELOPMENT SYSTEMS FOR THE GAS MONETIZATION
HRT, Rosneft Brasil and Petrobras sign a Memorandum of Understanding (“MoU”) for the second phase of the gas monetization project, in connection with the establishment of cooperation regarding the review of the development systems to monetize the gas in the areas under concession of Petrobras and HRT O&G/Rosneft Brasil in the Solimões Sedimentary Basin, in Amazônia.
The Memorandum of Understanding was signed by the parties in Brasília today in the presence of Mr Igor Sechin, President and Member of the Management Board of Rosneft Oil Company, Mr. José Alcides Santoro Martins, Chief Gas and Energy Officer of Petrobras, and Mr Milton Franke, CEO of HRT.
The signing ceremony relied on the presence of the President of Brazil, Ms Dilma Rousseff, and the President of Russia, Mr Vladimir Putin.
ANP APPROVES THE ASSIGNMENT OF AN ADDITIONAL 6% WORKING INTEREST AND TRANSFER OF HRT O&G’S OPERATION ACTIVITIES TO ROSNEFT BRASIL
The National Petroleum, Natural Gas and Biofuels Agency (ANP) approved on 07/09/2014 the assignment of an additional 6% working interest in the exploration, development and production rights and the transfer of operation over 19 blocks in the Solimões Sedimentary Basin (“Solimões”), under HRTO&G’s concession, to Rosneft Brasil (the Brazilian Rosneft Oil Company’s subsidiary), which becomes to hold a 51% WI, and HRT, 49% WI.
The relevant transaction amounts to USD 96 million. HRT O&G’s personnel allocated in the Solimões Project will be transferred accordingly, as well as the supply services...
Rio de Janeiro, July 8, 2014 – HRT Participações em Petróleo S.A. (the "Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), jointly with its wholly-owned subsidiary, HRT Oil & Gas Ltda (“HRTO&G”), announces that it has entered into a purchase and sale agreement with Maersk Energia Ltda (“Maersk”) to acquire a 40% participating interest in the Polvo Field, in the Campos Basin.
The completion of the purchase and sale transaction between HRTO&G and Maersk is subject to certain conditions, including the final approval by the National Petroleum, Natural Gas and Biofuels Agency (ANP).
HRT’s plan is to extend the lifespan of this Field through the increase in production from proved
“The acquisition of a 40% stake in the Polvo Field ratifies our confidence in the potential for production of this field. After six months operating the field, we confirm what we already knew about it in the past, and we place new perspectives in it for the development of the production.
This is one more milestone in HRT’s strategy of growth and sustainability”, highlighted Milton Romeu Franke, Chief Executive Officer of HRT.
Rio de Janeiro, July 1, 2014, – HRT Participações em Petróleo S.A. (the “Company” or “HRT”)
(BM&FBOVESPA: HRTP3, TSX-V: HRP) announces that the records of the TSX Venture Exchange (the “TSX-V”) have been updated to reflect the number of HRT’s Global Depositary Shares (“GDS”) currently outstanding. On July 1, 2014, there were 117,808,300 GDS outstanding (each representing 1/2 of an interest in a common share of HRT). Further details regarding the GDS can be found in the Company’s annual information form.
On June 1, 2014, there were 118,090,300 GDS's of HRP... a drop of 282,000 GDS's in the past month!
Those who know how many GDS's are issued for HRTPY, still aren't talking!
sem524... some facts which may be helpful to you, regarding HRT, HRTPY, and HRP:
HRT and HRP are connected in every possible way. On April 29, 2011, when HRT acquired UNX Energy Corp, which was trading on the TSX-V with its shares of UNX.V, HRT also sponsored a Global Depositary Share (GDS) with the ticker symbol HRP, and CUSIP No. 404275109 for which they had retained Deutsche Bank Trust Co America to issue and administer, and which began trading with the opening of the Market--that same day on the TSX-V--while the shares of UNX.V were simultaneously delisted. HRT's common stock: HRTP3, which were traded on the BM&FBOVESPA in Sao Paulo, were the underlying stock for the GDS's.
However, the security HRTPY, was created by a 2-page form entitled: RULE 15c2-11 EXEMPTION REQUEST FORM, which was filled-in and submitted to the Financial Industry Regulatory Authority--FINRA--by a Market Maker, for trading on the OTC Markets, Pink Sheet, in the U.S.
Upon approval by FINRA, who assisted with the security creation, The Depository Trust & Clearing Corp. (DTCC), approved the listing of HRTPY, with CUSIP No. 404275109, for trading on the OTC Markets Pink Sheet, on July 28, 2011. Some of the HRTPY shares were used for trading on the OTC Markets Pink Sheet, that day, and the rest were issued to shareholders of UPWRF CUSIP No. 903147106, because these shares, which they still held, had become worthless on April 29, 2011, the day on which HRT had acquired UNX Energy Corp, and UNX.V shares had become delisted from the TSX-V. UPWRF was the American-traded stock for UNX Energy Corp.
To give you a little more history on UPWRF shares:
On Sept 20, 2010, shares of UPWRF, CUSIP No. 91378M104 were deleted from the OTC Markets and replaced with UPWRF, CUSIP No. 903147106. In this instance, this change was caused due to the name change of the Company from Universal Power Corp, to UNX Energy Corp. The ticker symbol remained the same, and only the Co. name and the CUSIP No. had changed.
The 1-for-30 Reverse Split was not approved at the shareholders' meeting, but a 1-for-10 Reverse Split, was!
After the Split takes affect on Monday morning, August 4, you will have 250 shares of the new GDS's--provided you neither add nor dispose of shares between now and then.
They recommend that the shareholders either add shares or sell shares by August 1, to avoid fractional shares from the Split. In other words, if you had 2,507 shares, right now, you should either buy 3 more shares, or sell 7 shares, so that you will have an even multiple of 10 shares on the day of the Split. In this example you would have 2,510 if you bought 3 more shares, and would end up with 251 shares on August 4; or you would end up with 250 if you sold 7 shares, and would end up with 250 shares AFTER the Split.
They will sell your fractional shares and credit the funds to your cash account. This is explained in my 2-Part post below, on June 24, at 11:45 PM and 11:49 PM.
The price you paid for your shares will have no bearing on what they will be worth at the Open of the Market on Monday, August 4. THAT price will be determined by the Closing Price per share on Friday, August 1. The Value of your holding at the Closing Bell on August 1, will be the SAME Value of your NEW holding at the Opening Bell on Monday, August 4.
The main reason for Reverse Splits, generally, is so the Company can remain Listed on their Stock Exchange. Most Exchanges will De-List a stock if it gets below a certain price and it remains at that certain price--or lower--for a certain length of time. In February 2014, the BM&FBOVESPA Exchange enacted the new regulations for the Listing of Issuers' Common Stock and it takes effect in August. There are also other reasons for keeping a stock price ABOVE US $1.
And, of course, having one's stock listed on an Exchange is extremely important!
If it Closes at 22 cents a share on August 1, your 250 shares will be worth $2.20 a share on August 4's Open!
...demonstration as follows: 6,481,284 votes in favor, 4,501,971 votes against and 51,935 abstentions., The votes of shareholders represented by Marcelino Pereira office Mosque, Almeida Esteves Lawyers were counted as voting instructions submitted and archived at the Company, and Mr. Renzo Bernardi voted for themselves and their constituents, contrary to the proposal. The Bureau reported that Company's shares will not be immediately grouped and that the Company will publish a timely notice to shareholders stating the date from which the shares will be traded on the stock exchange grouped, as well as informing the deadline for shareholders to decide whether to buy shares to complete the amount actions necessary to result in a whole number;
If anyone has a problem with this translation, please take it up with Google!
(i) Approve, by majority vote, except dissenting votes and abstentions by shareholders, the amendment of the Company's headquarters, as proposed by the Administration. The shareholder Deutsche Bank Trust Company Americas, the depositary of GDS issued by the Company, presented voting instruction and demonstration as follows: 7,494,244 votes in favor, 3,060,782 votes against and 145,566 abstentions;
(ii) approve, by majority vote, except dissenting votes and abstentions, the approval of an increase in share capital of the Company in view of the financial year purchase warrants and stock options, equivalent to subscribe 4,335,996 (four million three hundred and thirty-five thousand nine hundred ninety-six) new shares, totaling R $ 11,420,758.80 (11,420,000 seven hundred fifty-eight reais and eighty cents). The shareholder Deutsche Bank Trust Company Americas presented voting instruction and demonstration as follows: 4,767,959 votes in favor, 5,826,506 votes against and 106,127 abstentions;
(iii) Under the alternative proposal submitted by a shareholder during the Assembly and debated among shareholders present approve, by majority vote, except in the dissenting votes and abstentions by shareholders (including shareholders represented by Marcelino Pereira office Mosque, Almeida, Esteves Lawyers shareholder Deutsche Bank Trust Company Americas and shareholder Renzo Bernardi and their constituents), the reverse split of the Company's common shares at the rate of ten (10) shares for one (1), pursuant to article 12 of Law 6404 / 76, including the grouping of Global Depositary Shares (GDS) issued by the Company at the rate of ten (10) GDS to one (1) GDS, and were therefore maintained at GDS ratio of 2 to 1 ordinary share. Regarding the proposal to group 30 (thirty) shares to 1 (one) share, the shareholder Deutsche Bank Trust Company Americas presented voting instructions and...
Cont. at B
...but, it is hard to say at the moment because the Minutes of the Shareholders' Meeting has not been translated into English from Portuguese.
What I did notice was that they (the proposals) all seem to have been passed in favor by a majority of the votes received, but in many instances, more GDS's voted Against than they did For the proposals.
In most of the votes by the GDS's, their Against votes were about 1 million greater than their For votes, according to Deutsche Bank. On average GDS's voted around 4.5 million in favor; 5.5 million against; and around 600 thousand abstained. That's roughly 10% of the HRP GDS's and HRTPY must not have voted... AGAIN!!! Those that voted were only slightly biased against the BofD's proposals.
So, what else is new?
It appears to have been a very active group at the meeting!
I wonder what happened with the northsun0 group? I thought they would have made a bigger showing! He stopped his posting kind of suddenly.
The Portuguese Minutes is 6 pages long--7, if you count the Signature page.
I added some shares today so I would end up with a nice round number after the 1-for 30 Reverse Split. Looks like I didn't need to.
Never a dull moment with HRTPY and HRT!
Any estimates on how long before $2.21 HRTPY new shares will take to reach 15 cents again?
Effects of the Reverse Split
The shareholders (holders of common shares or GDSs) will have until August 1, 2014 to, at its discretion, dispose of or acquire as many shares as necessary in order to eliminate fractions of shares that may result from the completion of the reverse split by the Company.
After such date, the group of shares which compose the share fractions will be sold through an auction on the stock exchange, by an intermediary of a brokerage firm, in Brazil, and a selling agent, in Canada. The proceeds resulting from the sale of the fractions of common shares and GDSs will be credited to their holders.
As of August 4, 2014, the common shares and GDSs will be traded on a reverse split basis. The reverse split will not affect (i) the amount (in Brazilian reais (R$)) 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).
Rio de Janeiro, June 24, 2014 - 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.
Cont. at B
Today, Monday, June 23, the moderate upward trend of HRTP3's and HRTPY's share price are still noticeably continuing, with HRTP3 getting back-up to $R 1.08; and HRTPY getting back-up to US $0.225, with still a half day left of trading, and a litttle more than half-a-day--before the Shareholders' Meeting tomorrow at 2 PM, Brazilian Time.
If the prices end up where they are now, and the 1-for-30 Reverse Split is approved, before long, HRTP3 will be priced at R$ 32.40 a share, and HRTPY will be at US $6.75 a share.
Which , of course is very nice. The sad part is, that we must all give up 30 shares of our old stock for 1 share of the new stock. So, if you have 3,000 shares of HRTPY before the Reverse Split, you will end up with 100 shares of HRTPY--AFTER the Split.
Since our GDS's are only worth--in voting rights--one-half share of HRT Common Stock (HRTP3), we seem to be taking a shellacking in the resulting price of our shares compared to HRTP3.
R$ 32.40 BRL = $14.5984 USD (according to the XE Currency Converter )
Half of this is about US $7.30... so we will be short about US 55 cents a share ($7.30 - $6.75 = $0.55), unless it somehow equalizes out by the time of the Reverse Split.
It can really become a source of contention if the BofD proposals are voted in and becomes the first step of Nelson Tanure / JG Petrochem taking the Company private, or electing to liquidate the assets.
Will HRTPY shareholders' basis for our percentage be based on the ratio between the share price between HRTP3 and HRTPY, or will it be based on the ratio of 1 share of Common Stock being valued at 2 shares of GDS's?
I think a strong argument can be made for either one. At the moment, there is 55-cents at stake for each of our shares. Will it be the $ value of 1 share of HRTP3 to 1 share of HRTPY (2.1627-to-1); or will it be the intrinsic value between 1 Common Share, and one share of GDS (2-to-1)?
It's never boring when one is around HRT and HRTPY!
Other than the posts of northsun0, there seems to be no obvious objection(s) to the Special Shareholders's Meeting on the 24th and what the BofD is proposing.
northsun0 posted a series of 8 posts between May 26 and June 2 warning the board of the risks and dangers of voting FOR the BofD's proposals, and he listed a significant amount of shareholders who supported his view.
Then silence from him and those he claimed to be in agreement with him. It is hard to say if he has changed his mind about the proposals, or if he and his comrades have taken their fight elsewhere, and we just aren't seeing it.
Why I am now stating that it appears to have the Shareholders' support--is by hard evidence.
On May 16, HRTPY was trading at 13 cents... on May 20, it was trading at 14 cents. One month later--today--it is trading at 21.1 cents, and it is still in the first 2 hours of trading and trending upward. That's a gain of over 50% in share price... a healthy return even when it represents only 7 cents.
Of course, this increase in share price may have nothing to do with the BofD's proposals... but, absent any other evidence to the contrary, I think it is more likely than not a result of where the BofD is trying to take the Company.
I, personally, am undecided on the BofD motives being bad for me as an investor in HRTPY. I do feel that Nelson Tanure is the puppeteer controlling the show, now; and it is not yet perfectly clear that his desires are any different than ours. I am grateful for his staring-down Discovery Capital Mgt, and their departure which THAT caused, even though Mr. Tanure is so very close to becoming the monster that he also drove away to "save us ALL!"
Since I will not receive my Proxies to vote in this Meeting either, I have taken the attitude of "What will be, will be!" as there is little I can do about it, and I think the rest of the HRTPY shareholders are in the same boat.
It's not because Tanure has so many votes--but more of: too many won't vote!
...published, and specialization course in Corporate and Economic Law from FGV. Additionally, he has professional advanced training courses at IRI (Italy) and Embassy-CES (USA).
For additional information, please contact HRT’s Investor Relations Department
Mr. Wagner's hiring is discussed in the Minutes of the last Board Meeting on June 16, amongst other things, but it has not yet been translated to English from Portuguese.
I'd say the Company did need its own Chief Legal Officer. Let's hope his loyalty is to the Company, and not to some other entity/ies with their own ideas for the Company.
Rio de Janeiro, June 16, 2014 – HRT Participações e Rio de Janeiro, June 16, 2014 HRT Participações em Petróleo S.A. HRT Participações em Petróleo S.A. (the "Company" m Petróleo S.A. or "HRT") BM&FBOVESPA: HRTP3, TSX-V: HRP), announces to its shareholders and the market that, as anticipated in the Minutes of the Board of Directors` Meeting, held on this date, due to the amount and relevance of the ongoing matters, in addition to the need of a Chief Legal Officer, fully committed to the Company, it was resolved on the creation of the referred position at HRT.
Accordingly, put to vote, the Board of Directors unanimously approved the election of Mr Ricardo Wagner Carvalho de Oliveira as Chief Legal Officer of the Company. From this date on, he will serve at the referred position, and his term of office will be unified with the other Executive Officers previously elected, that is to say, until May 10, 2015.
Mr Ricardo Wagner has had a broad experience in legal counseling of Publicly-held companies, mainly public concessionaries in sectors such as the maritime and land transport, energy, mining and telecommunications, in which he has participated in privatization auctions, IPOs and merges and acquisitions. Among these companies, he served as General Counsel at the subsidiaries of the Vale Group, Log-In - Logística Intermodal S.A. and FCA - Ferrovia Centro-Atlântica S.A., also serving as Secretary,
General Legal Manager and Regional Legal Manager (SP/MG) at the own holding; at Oi Group, he was the General Legal Counsel dealing with activities such as contracts, bids, legal-regulatory and labor matters, serving as Interim Strategic Legal Officer. He was also a Legal Affairs Officer at Sinditelebrasil, Full member of the Board of Directors at CONAR, Legal Advisor and Alternate Board member at ABTP, as well as Legal
Coordinator at ANTF.
Mr Ricardo Wagner holds Master`s degree in Corporate Law from Faculdade Milton Campos (MG), academic experience and a book...
Following are Articles 125 and 135 of the Brazilian Corporation Code, which Code is known in Brazil as Law 6.404/76, the "Corporation Act" (as amended by Laws No. 9.457/97 and 10.303/01):
Article 125. Apart from the exceptions provided by law, a general meeting shall be opened on first call with the presence of shareholders representing at least one-quarter of the voting capital; on the second call, it shall be opened with any number.
Sole Paragraph. A shareholder without a right to vote may attend a general meeting and take part in the discussion of matters submitted for consideration.
Extraordinary General Meeting
Amendment of Bylaws
Article 135. An extraordinary general meeting convened to amend the bylaws shall only be opened on the first call in the presence of shareholders representing at least two-thirds of the voting capital but may be opened on the second call with any number.
Paragraph 1. Before they can be enforced against third parties, any amendments to the bylaws shall be registered and published; the corporation or its shareholders, may not, however, assert any failure to comply with such formalities against third parties acting in good faith.
Paragraph 2. The provisions of article 97 and paragraphs I and 2 thereof, and of article 98 and paragraph I thereof, shall apply to amendments to the bylaws.
Paragraph 3. The documents relevant to the matters to be discussed at the special general meeting shall be made available to the shareholders, at the corporation’s head office, upon the publication of the first notice for the call of the general meeting. (Text added by Law n. 10.303, of October 31, 2001)
HRT called this a Special Shareholders' Meeting (SSM), but I think they really meant an Extraordinary General Meeting, since it involves amending their By-Laws. However, this may be a matter of semantics, as the above comes from a Translated-Into-English version.
For sure, there would not be 2/3 of the shares in attendance!