DOMMO ENERGIA S.A. Under OGX Subscription Agreement, subject to certain precedent conditions, OGX has committed to subscribe part of the new ordinary shares to be issued by Eneva of the increase in its capital stock, by contributing with the entirety of its equity interest on Parnaíba Gás Natural S.A. ("PGN"), in the moment of the subscription ("OGX Equity Interest").
In accordante to Cambuhy Subscription Agreement, subject to certain precedent conditions, Cambuhy has committed to subscribe part of the new ordinary shares to be issued by Eneva of the increase in its capital stock, by contributing with (i) the entirety of its equity interest on PGN ("Cambuhy Equity Interest"); and (ii) the entirety of convertible debentures of PGN 3rd and 4th Debenture Issuance ("Debentures" and, when together with Cambuhy Equity Interest, "Cambuhy Assets", and when together with OGX Equity Interest, "PGN Assets").
Alternatively, subject to certain precedent conditions, Eneva will increase its capital stock, for a private subscription ("Private Capital Stock Increase"), allowing the contribution of PGN Assets by Cambuhy and
OGX for an estimated amount of R$ 1.15 billion, is subject to the approval of the respective appraisal reports in Eneva's Shareholders' Meeting, in accordance with Article 8 of the Brazilian Law No. 6.404/76, and also considering Eneva shareholders' tag-along rights, pursuant to article 171 of the Brazilian Law No. 6.404/76. The agreed price for the issuance of the shares is $0.15 per share, in accordance with Art. 170, Paragraph 1, Item III of the Brazilian Law No. 6.404/76. The issuance price will be proportionally adjusted as a result of the reverse stock split to be established by Eneva's Extraordinary Shareholder's Meeting on April 7th, 2016.
As a result of the Private Capital Stock Increase, through contribution of Cambuhy Assets or the totality if PGN Assets to Eneva capital stock (in case, the "Transaction"), Eneva would hold up to 100% of PGN 's capital stock, and thus becoming the sole shareholder of PGN. The Company currently holds a 27.25% of PGN's capital stock, becoming its solely owner and will be the exclusive gas supplier of Parnaíba Complex, maintaining two distinct activities and complementary to energy generation and Oil & Gas exploration and production.
On OGX view, the gain in synergies between Eneva and PGN adds value to its portfolio of assets, ensuring even greater liquidity, as the Eneva is a public company with shares traded on the BM&FBovespa.
The execution of the Transaction is subject to the usual conditions foreseen in this business, incluing the approval of: (i) Conselho Administrativo de Defesa Econômica ("CADE"), Brazilian anti-trust regulatory agency, (ii) 4th Bankruptcy Court of Rio de Janeiro Judicial District, concerning Eneva and OGX ("Approvals"); and (iii) corporate applicable approvals.
Additionally, OGX and Cambuhy reached and agreement on the acquisition and sale of 5% of equity interest that OGX hold on PGN, for the amount of R$ 10,000,000.00 ( ten million reais), of which is also subject to suspensive conditions, among them, the Bankruptcy Court authorization.
The Companies will keep its shareholders and the market informed of any further developments on this matter.
This document contains Company-related statements and information that reflect the current vision and/or expectations the Company and its management have regarding its business plan. These include, among others, all forward-looking statements that involve forecasts and projections, indicate or imply results, performance or future achievements, and may contain words such as "believe," "foresee," "expect," "consider," "is likely to result in" or other words or expressions of similar meaning. Such statements are subject to a series of expressive risks, uncertainty and premises. Please be advised that several important
factors can cause the actual results to diverge materially from the plans, objectives, expectations, estimations, and intentions expressed in this document. In no event shall the Company or the members of its board, directors, assigns or employees be liable to any third party (including investors) for investment decisions or acts or business carried out based on the information and statements that appear in this presentation, or for indirect damage, lost profit or related issues. The Company does not intend to provide to potential shareholders with a revision of the statements or an analysis of the differences between the statements and the actual results. Each investor must conduct and rely on its own evaluation, including of the associated risks, in making an investment decision.
Investor Relations Márcia Mainenti Victor Rosenzvaig ri@ogpar.com.br
+55 21 3916-4545
Media
Cibele Flores cibele.flores@ogpar.com.br
+55 21 3916-4505
OGX Petróleo e Gás Participações SA issued this content on 28 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 28 March 2016 13:18:09 UTC
Original Document: http://www.mzweb.com.br/ogx/web/download_arquivos.asp?id_arquivo=281A5CE1-B96E-4258-B3F9-D6C7D8FE4EC9&tipo=53361
