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Chip, the decline this week probably is more related to the Russell expulsion than management's silence.
Thanks, RZ. I got it.
Roofer2, the 2¢ tax will be assessed on the number of shares owned as of June 12th, the record date. So, it is pre-split shares and will be withdrawn from your account around July 10th.
RZ, what is the next step(s)? Did Deutschebank representative state he/bank was going to file an objection with the Bovespa or CVM? I think Deutschebank has a fiduciary responsibility to the GDS holders, especially when it will receive more than $2 million from the 2¢ tax on GDS shares next month.
Did you get a business card from the rep, so we can contact him/her?
RZ, did HRT provide any details as to the actual voting that took place? Did it state the breakdown of the GDS shares? What was the vote among the Brazilian shareholders?
I'm surprised that there wasn't at least 9.5% of the shares that voted were opposed to the poison pill removal, based on your appeals and the GDS holders' sentiment.
Appears that the reverse split had been agreed to prior to the meeting. What was the discussion scenario on the proposal, if any?
RZ, may you have great fortune tomorrow and the Lord be with you.
Thanks, again, for all of your efforts.
Peace.
RZ, so what is the reason for having a quorom minimum at the first meeting? The first meeting was only a ruse to get to the second meeting with no minimum required.
I guess it is another example of the "Wild West" Bovespa.
Good morning, RZ:
What do you see happening tomorrow, the 24th? Is there any minimum % of votes present for a quorum?
TIA
P.S. Does anyone know why the three prior posts have been deleted?
No trading today in Brazil as it is Corpus Christi holy day.
RZ, did you pay the $20 for additional information from the Delaware Secretary of State's office? If you haven't, I am not sure if you get anything more than capital shares authorized and officers. I doubt it will show any shareholders, other than those listed as officers.
Van, I believe those GDS holders as of record date, June 12th, will be charged in the first half of July, based on this statement in your posting:
Charges will be processed through the billing
statement on the seventh business day of the following month.
Ogo, while I'm not sure of the votes being counted as we haven't heard from where the 6.9% came (it may have been Deutsche Bank since it was present), the number of votes was printed on the label that contained your name and address along with the holder of the shares, e.g., if shares are in an IRA in the States, then the custodians name was listed also.
It might be that if those two numbers did not agree, the vote was discarded. Name discrepancies might also have voided the vote.
Here is translation per Google:
HRT benefit from the package of the Federal Government. Follows:
http://www.valor.com.br/financas/3585214/governo-lanca-pacote-de-estimulo-ao-mercado-de-capitais
16/06/2014 at 11h34 1
Government launches stimulus package to the capital market
By St. Paul | Value
SAO PAULO - (Updated at 12h08) The Minister of Finance, Guido Mantega, confirmed on Monday that the government will exempt from income tax (IR) capital gains on investments in shares of small and medium sized businesses.
The exemption applies to companies with revenues of up to R $ 500 million a year and worth up to £ 700 million market on the date of the offering. The tax benefit will be valid until 2023, and includes their negotiations with the roles of these companies in the secondary market, according to the minister.
The government also created a working group to simplify the gathering of IR, which will have 90 days to submit the measures.
Last week, the value reported that the minister would desengavetar some measures that had been discussed for almost a year. Among the main, this was already tax exemption.
Mantega also confirmed the extension to the end of 2020 the exemption from income tax on investment and foreign physical persons in issues of debt securities such as bonds, to finance infrastructure projects. Originally, the incentive would end at the end of next year.
Besides the extension of the benefit, the government decided to expand the sectors that rely on the exemption. Segments of education, health, water and irrigation and environmental among those who may issue debentures were encouraged included.
Another initiative announced today by Mantega is the exemption from payment of income semester ("come-quotas") for exchange-traded funds (ETF) Fixed income tax, plus the incidence of regressive rate.
"We want to stimulate the market for long-term fixed income," he said during an event at BM & FBovespa. According to him, the details of the decision will be published in the interim the next two weeks so far. "We are seeing whether it is possible to enforce the measure from now."
The tax rate on capital gains for these ETFs will be 25% for a period of 180 days; 20% for period between 181 and 720 days; and 15% over 720 days.
As presentation of the Finance Ministry, follow the main points of the measures:
1 - Facilitate IPO
Target:
Individuals investing directly or through funds;
Midsize Companies with lower market value of R $ 700 million and gross income of the year before IPO less than U.S. $ 500 million
General rules:
The benefit extends to the secondary market (encouraged transacting shares)
Adherence to differentiated corporate governance rules (Bovespa Mais or equivalent)
2 - Tax Simplification (to facilitate individual access to capital markets)
Creation of working group of the federal government and BM & FBovespa, presenting proposal to facilitate the payment of income tax on shares in 90 days
Problem to be solved:
Tax away the complexity of individual investors capital market. Currently, the person performing the physical sounds calculating and collecting taxes until the last day of the month.
3 - Debentures Encouraged Infrastructure
Extend tax incentives for issue of debentures of infrastructure for December 31, 2020;
Include infrastructure projects in education, health, water and irrigation, and environmental.
Maintained at zero rate of income tax on capital gains for debentures of infrastructure in priority sectors defined by the federal government on projects with weighted four (04) year medium-term tax.
4 - Exchange Traded Fund (ETF) Fixed Income
Regulate the ETF market fixed income and reduce interest rates for long-term transactions
Taxation depends on the duration (weighted average term) of the portfolios that comprise the ETF 25% for duration up to 180 days; 20% duration between 181 and 720 days; duration and 15% above 720 days
Taxation without eating-quota
Read more at:
http://www.valor.com.br/financas/3585214/governo-lanca-pacote-de-estimulo-ao-mercado-de-capitais#ixzz34ogde6Sg
So, RZ, while I don't follow the translation coherently, please tell me if the following is an accurate summary for June 24th meeting:
If Tanure show with his 19%+ plus but, if he has more than 2/3rds of the shares present, he will be able to pass all the proposals, regardless if a quorum is present.
If the answer is "Yes," what a travesty that <20% of the shareholders can rule how this company is managed.
RZ, will you please explain your last comment?
In the next meeting will be with the anyone quorum.
Thanks, BVE, for the info since there was no PR sent that I received other than the MS's % increase in ownership.
So, RZ, is there anything to report? Did no one walk into the meeting room because the vote was uncertain from both sides?
Or, was everyone recovering from the Brazil's beeeeg win over Croatia and no one showed up?
FYI - Below is a link to the operating hours of Bovespa during the World Cup. It is closed today.
http://www.bmfbovespa.com.br/en-us/News/2014/download/BMFBOVESPA-CL037-2014-DP-.pdf?tipoNoticia=1
RZ, are you willing to share what your expectations are for the next two days?
What are the chances of a delay until June 24th?
TIA
Thanks, Van, that does help.
If WW-1 were OILY, will HRT likely move its next drill location in PEL-23 north of Wingat to be closer to WW-1 since Wingat is > 100 miles south of WW-1? [I understand the next actual drill location for HRT will probably be Meerkat.]
TIA
Van, do you mean June 28-29, not July? Also, is this the earliest date of any announcement, positive or negative?
Sorry, Doug, but wherever you live in Illinois, you are still being "walked all over" by the pols. How's that SIT % reduction going? [We moved to an adjacent state 4 years ago.]
We need to "call a spade a spade" at times when other posters are intentionally putting out false information, such as Marcos and Bass. If you don't understand that, then don't read the posts and continue to accept the B. S. these people feed you.
BTW - How did you vote, Doug, on the 27 proposals?
North, you don't have to be "Politically Correct" to appease some of the softer readers on this MB. State what you think and if someone needs to be called out, then so be it.
Politeness is for royalty, social etiquette and, as Ogo cites, NA corporate boardrooms ... I doubt HRT's has been polite in the last year or so, given the swinging door of its boardroom.
Gentlemen and Ladies, this is a war, a fight for survival, corporate-style, and not for the fainted-hearted and the genteel. If you, "Doug in IL" can't take the exchanges, then don't read this MB. [BTW - If you do live in Illinois, then I understand your position ... you have been trampled enough by the pols there to be so serene.]
Sir, the R/S ratio for Canada and U.S.A. is the same as Brazil, i. e., 1/30, not the 1/60 that is used in your example.
If you have been reading this board, you would have known that fact as we discussed HRT management's competency when its first announcement was determined to be in error with your compatriot, Marcos.
BTW, are you and he related ... or the same?
Since no one else has brought it up, I will.
RZ and Marcos, please take your fight to the Brazilian board and spare those in North America from your feud.
RZ, I am making an average R$ calculation of those options exercised based on the amounts reported by HRT. That's all.
If you believe the numbers don't make sense, then you should contact HRT about it.
There is no need to continue this thread any longer.
RZ, in the "Announcement of Convocation ..." on page 5, item (ii), it addresses the number of stock option shares exercised (4,335,996) and the amount paid (R$11,420,758.80) for an average price of R$2.63.
This was in response to goldcanyon's post #4035.
Sir, why I appreciate your thoughts, please tell me how I was being derogatory in my reply to GusGold?
TIA
Gus, my point was that your "Gold cousin" was using the wrong numbers, to which you cited in your quip about it being a done deal.
As to the GDS holders, if each owner votes "No," that cancels Tanure's advantage and if the Canadians do the same, there might be hope, especially if RZ is able to gather a substantial Brazilian vote total.
Remember if the colonists had backed away when against all odds in 1776, there would not have been an American Revolution.
Van, regardless of your "real world" view, do you care to share how you voted as you owned a large number of shares on the record date, which occurred before your dispositions?
Goldcanyon, these shares were issued from May 2012 and would total only 144,533 after the reverse split. Notice the average share paid R$2.63; it has been awhile since the shares were that high.
In all likelihood, these shares have been sold by the option holder and in the hands of Tanure organization. So, they represent only 1.5% of the total shares outstanding, and ...
therefore, GusGold, it is NOT a done deal because of those numbers as you posted in a later post.
Marcos, how am I wrong? You are the one who made the mistake, not me. You may have intended something different, but it is what you stated ... much like a contract: good intentions are hogwash when compared to the WORDS in the contract ... or BY-LAWS.
I think you made the mistake because you are continually looking at the old HRT PR's ... or preparing them and you forgot the numbers. Earlier, North said that RZ was fighting an uphill battle in Brazil because the moles on the Brazilian website were creating lots of confusion and much interference as he attempted to communicate the reasons for our objections.
In fact, let's examine your name:
M
O
L
E
Marcos, you should stay away from numbers because you are wrong, AGAIN! The reverse split is the same for HRTP3 and HRTPY shares. Under your scenario, the HRTPY:HRTP3 would be 4:1, not the 2:1 that they are.
You are qualified to work at HRT because that is the error the **** brains there had initially issued.
Drill, my point is that since the definitions are lacking, there is no specific process if a non-shareholder makes a bid. Therefore, the outside party is not obliged to offer EV for the shares. With that possibility, anything could happen, which, most likely, will be to the negative benefit of the minority shareholders.
IMO - Bovespa is to the NYSE as the Wild West was to peace and justice, i.e., Anything GOES!
Gus, you are probably correct, but those of us in America and Canada won't go down without a fight and, fortunately, we have someone in Brazil, Rzbern, who has that same spirit and is willing to lead the charge.
Possibly by raising a stink, some of the investment banking fraternity, Goldman and Morgan Stanley, might think twice about how this is playing out and the backlash that might come their way if these tactics by Tanure are viewed as illegal in the eyes of the authorities, either Brazilian, American or Canadian and that the offended parties are going to pursue legal actions against those that might profit from those tactics at the shareholders' expense. So, if Goldman votes with Tanure on the basis that it will handle the Solimões debt offering (another side deal), it will be implicated in any action taken by those shareholders who believed they have been robbed.
In short, for those of us who have been holding the UNX/HRT bag of coal for 5-6 years, we don't like the idea of getting kicked in the privates just before the bag is open, which happens now to be filled with diamonds.
Drill, my concern is that it does not state that an outsider party has to pay EV.
One scenario I thought could occur: Tanure buys up to 51% of the stock and an outsider comes in an offers 5 or 10% above the SP for all the stock. On the side, Tanure and the Buyer agree to join forces in a JV, to which, Tanure contributes his 51%, but is allowed to vote for the deal under the by-laws.
Thus, shareholders don't receive the EV they think they would receive.
I'm not sure if this scenario is legal in Brazil, but I'm sure those familiar with Brazilian securities law could map out a path to make something like this happen and be legal.
Drill, notice that the new Article 43, the economic value relates to "shareholders," not an outside third party or parties that might make an offer for the shares. [See below taken from the Management Information Circular on the HRT web site.]
43. In the Public Tender Offer to be launched by the Controlling Shareholder(s), by the Controlling Group of Shareholders or by the Company for the cancellation of the its registration as a publicly trade corporation, the minimum price to be offered shall correspond to the Economic Value ascertained in the appraisal report, in accordance with Article 45 48 of these Bylaws and in compliance with the applicable laws and regulations.
In reading the new Articles 39 and 41, it disturbs me that the terms "Buyer" and "Acquiring Party" are not defined while "Acquiring Shareholder" is defined, but not used in the document, other than being defined.
One might say this is another pathetic example of the sloppiness and lack of attention to detail on the part of HRT. But, contracts are ruled by what words are included and how they are used therein.
If you believe a leopard does not change his spots, then you need to be concerned with Tanure's intentions once these articles are passed, based on his history. Various scenarios can be developed with these thoughts in mind including the re-entry of Discovery ... to me, its departure seemed strange given they also wanted the poison pill removed.
RZ, not sure if this is worth your time, but, in case you don't have it, I thought I'd send you the info on the Goldman subsidiary that owns the 5% of HRT, based on the April PR. Taken from BusinessWeek web site.
Company Overview
Goldman Sachs International provides a range of financial services worldwide. The company offers investment banking services, such as financial advisory services, including the advisory assignments related to mergers and acquisitions, divestitures, corporate defense activities, risk management, restructuring, and spin offs, as well as derivative transactions related to client advisory assignments; and underwriting services comprising public offerings and private placements of a range of securities, loans, and other financial instruments, as well as derivative transactions related to client underwriting activities. It also provides institutional client services, including fixed income, curren...
Detailed Description
Peterborough Court
133 Fleet Street
London, EC4A 2BB
United Kingdom
Founded in 1966
Phone:
44 20 7774 1000
Key Executives For Goldman Sachs International
Mr. Michael S. Sherwood
Co-Chief Executive Officer and Director
Mr. Richard John Gnodde
Co-Chief Executive Officer and Director
Mr. Mark R. Sorrell
Co-Head of United Kingdom Investment Banking
Dr. Alexander C. Dibelius
Head of German and Eastern European Operations
Mr. Richard J. Butland
Managing Director
Marcos, I don't question the ANP numbers; I question your use of them.
The ANP March 2013 report, page 15, shows BP with 13,931 barrels per day. Your post #3509 has 8,359, which happens to be 60% of 13,931. The other five amounts you quote are direct from the ANP report @ 100% for the respective periods, so it is apparent to me that you had to calculate the March 2013 amount since it does NOT appear in the ANP report.
Unfortunately, the reports are PDF files and can't be copied. So, here is the link to the ANP site for you (and others) to "reaffirm" your amounts.
http://www.anp.gov.br/?pg=69700
Gary, Fidelity has listed the proxy and voting ballot on our accounts, for which we were able to vote electronically.
Marcos, you did call North "dishonest" in the context of calling him, "Evil."
Your claim of innocence on the bpd amounts rings very hallow since you had to look up the 100% production numbers but for March 2013, you then inserted BP's 60% so it would present a positive case for your faulty argument. That is what I call devious.
I hope you take your own suggestion.