HRT Participações em Petróleo S.A.
TSX VENTURE : HRP
BM&FBOVESPA : HRTP3

April 29, 2011 10:03 ET

HRT Participacoes em Petroleo S.A. and UNX Energy Corp. Announce Completion Of Arrangement

CALGARY, ALBERTA--(Marketwire - April 29, 2011) - HRT Participações em Petróleo S.A. ("HRT" or the "Company") (BM&FBovespa:HRTP3) (TSX VENTURE:HRP) and UNX Energy Corp. ("UNX"), pursuant to paragraph 4 of Article 157 of Federal Law 6,404/76 (the "Brazilian Corporations Law") and CVM Rule 358/02, hereby announces to its shareholders, investors and the market in general the following.

HRT and UNX are pleased to announce that they have completed the plan of arrangement (the "Arrangement"), announced by HRT and UNX on February 24, 2011, pursuant to which HRT acquired all of the outstanding UNX common shares (the "UNX Shares"). The Arrangement was approved by the Court of Queen's Bench of Alberta on April 27, 2011. The shareholders of HRT approved the Arrangement at a meeting held on April 19, 2011. The securityholders of UNX (including holders of options) approved the Arrangement at a meeting held on April 27, 2011. Articles of Arrangement have been filed by UNX with the Registrar of Corporations for the Province of Alberta (pursuant to section 193 of the Business Corporations Act (Alberta)) and the Arrangement became effective today.

Under the Amended and Restated Arrangement Agreement, dated as of March 7, 2011 between HRT and UNX, HRT agreed to acquire each of the outstanding UNX Shares in exchange for 0.5579 of a Global Depositary Share (approximately 0.5495 of a Global Depositary Share net of applicable Brazilian taxes), with each Global Depositary Share representing 1/100th interest in a common share of HRT (an "HRT Share"). Pursuant to the Arrangement, HRT issued 64,277,300 Global Depositary Shares (representing 642,773 HRT Shares) to acquire ownership and control of all of the outstanding UNX Shares. UNX is now a wholly owned subsidiary of HRT.

The Global Depositary Share program was approved by HRT's Board of Directors at a meeting held on April 1, 2011 and authorized by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários – CVM) on April 26, 2011.

The Global Depositary Shares will be listed on the TSX Venture Exchange (the "TSXV") at the opening of markets on April 29, 2011 under the symbol "HRP". The UNX Shares will be voluntarily delisted from the TSXV at the opening of markets on April 29, 2011.

Global Depositary Shares

Each Global Depositary Share represents 1/100th interest in an HRT Share. Rights of holders of Global Depositary Shares in respect of the underlying HRT Shares are governed by the terms of a deposit agreement (the "Deposit Agreement") between HRT and Deutsche Bank Trust Company Americas (the "Depositary"). Pursuant to the Deposit Agreement, the Depositary will distribute to the holders of Global Depositary Shares a proportionate share of cash dividends and other distributions on HRT Shares, after deducting the Depositary's fees and expenses. Each Global Depositary Share has the right to instruct 1/100th of a vote attributable to an HRT Share. The terms of the Global Depositary Shares, including the fees and expenses of the Depositary related to distributions and other matters, are disclosed in the Deposit Agreement, a copy of which is available under HRT's SEDAR profile at www.sedar.com and at CVM's website at www.cvm.gov.br. Subject to certain exceptions outlined in the Depositary Agreement, HRT may agree with the Depositary to amend the Deposit Agreement and the terms of the Global Depositary Shares without the consent of holders of the Global Depositary Shares.

About HRT Participações em Petróleo S.A.

HRT Participações em Petróleo S.A. is one of the largest independent oil and gas exploration and production companies in Brazil. The HRT Group comprises three main subsidiaries: HRT O&G Exploração e Produção de Petróleo Ltda., IPEX (Integrated Petroleum Expertise Company Serviços em Petróleo Ltda.) and HRT Netherlands B.V. The Company retains a 55% interest in 21 exploratory blocks in the Solimões Basin. HRT also operates five exploratory blocks on the Namibian coast. The Company retains a 100% interest in two of them, in the Walvis Sub-basin, and a 40% interest in the other three, in the Orange Subbasin. HRT's team includes PHDs and masters in geochemistry, geophysics, biology and engineering, most of them former employees of Petrobras and ANP (Brazil's petroleum agency). HRT is committed to minimizing any possible environmental impacts in the sites where it acts. Its commitment with 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.

IMPORTANT INFORMATION

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • HRT Participacoes em Petroleo S.A.
    Marcio Rocha Mello
    CEO and IRO
    (+55 21) 2105-9700
    ri@hrt.com.br