PBR » Topics » Redemption and Rights of Withdrawal

This excerpt taken from the PBR 20-F filed May 22, 2009.
Redemption and Rights of Withdrawal
 
Brazilian law provides that, under limited circumstances, a shareholder has the right to withdraw his or her equity interest from the company and to receive payment for the portion of shareholder’s equity attributable to his or her equity interest.
 
This right of withdrawal may be exercised by the holders of the adversely affected common or preferred shares in the event that we decide:
 
  •     to create preferred shares or to increase the existing classes of preferred shares, without preserving the proportions to any other class of preferred shares, except as set forth in or authorized by our bylaws; or
 
  •     to change the preferences, privileges or redemption or amortization conditions of any class of preferred shares or to create a new class of preferred shares entitled to more favorable conditions than the existing classes.
 
Holders of our common shares may exercise their right of withdrawal in the event we decide:
 
  •     to merge into another company or to consolidate with another company, subject to the conditions set forth in the Brazilian Corporate Law; or
 
  •     to participate in a centralized group of companies as defined under the Brazilian Corporate Law and subject to the conditions set forth therein.
 
The right of withdrawal may also be exercised by our dissenting shareholders in the event we decide:
 
  •     to reduce the mandatory distribution of dividends;
 
  •     to change our corporate purposes;
 
  •     to spin-off a portion of our company, subject to the conditions set forth in the Brazilian Corporate Law;
 
  •     to transfer all of our shares to another company or to receive shares of another company in order to make the company whose shares are transferred a wholly owned subsidiary of our company, known as incorporação de ações; or
 
  •     to acquire control of another company at a price, which exceeds the limits set forth in the Brazilian Corporate Law, subject to, the conditions set forth in the Brazilian Corporate Law.
 
This right of withdrawal may also be exercised in the event that the entity resulting from a merger, incorporação de ações, as described above, or consolidation or spin-off of a listed company fails to become a listed company within 120 days of the shareholders’ meeting at which such decision was taken.
 
Any redemption of shares arising out of the exercise of such withdrawal rights would be made based on the book value per share, determined on the basis of the last balance sheet approved by our shareholders. However, if a shareholders’ meeting giving rise to redemption rights occurred more than 60 days after the date of the last approved balance sheet, a shareholder would be entitled to demand that his or her shares be valued on the basis of a new balance sheet dated within 60 days of such shareholders’ meeting. The right of withdrawal lapses 30 days after publication of the minutes of the shareholders’ meeting that approved the corporate actions described above. We would be entitled to reconsider any action giving rise to withdrawal rights within ten days following the expiration of such rights if the withdrawal of shares of dissenting shareholders would jeopardize our financial stability.


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This excerpt taken from the PBR 20-F filed Jun 30, 2005.

Redemption and Rights of Withdrawal

 

Brazilian law provides that, under limited circumstances, a shareholder has the right to withdraw his or her equity interest from the company and to receive payment for the portion of shareholder’s equity attributable to his or her equity interest.

 

This right of withdrawal may be exercised by the holders of the adversely affected common or preferred shares in the event that we decide:

 

    to create preferred shares or to increase the existing classes of preferred shares, without preserving the proportions to any other class of preferred shares, except as set forth in or authorized by our bylaws; or

 

    to change the preferences, privileges or redemption or amortization conditions of any class of preferred shares or to create a new class of preferred shares entitled to more favorable conditions than the existing classes.

 

Holders of our common shares may exercise their right of withdrawal in the event we decide:

 

    to merge into another company or to consolidate with another company, subject to the conditions set forth in the Brazilian Corporation Law; or

 

    to participate in a centralized group of companies as defined under the Brazilian Corporation Law and subject to the conditions set forth therein.

 

The right of withdrawal may also be exercised by our dissenting shareholders in the event we decide:

 

    to reduce the mandatory distribution of dividends;

 

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    to change our corporate purposes;

 

    to spin-off a portion of our company, subject to the conditions set forth in the Brazilian Corporation Law;

 

    to transfer all of our shares to another company or to receive shares of another company in order to make the company whose shares are transferred a wholly-owned subsidiary of our company, known as incorporação de ações; or

 

    to acquire control of another company at a price, which exceeds the limits set forth in the Brazilian Corporation Law, subject to, the conditions set forth in the Brazilian Corporation Law.

 

This right of withdrawal may also be exercised in the event that the entity resulting from a merger, incorporação de ações, as described above, or consolidation or spin-off of a listed company fails to become a listed company within 120 days of the shareholders’ meeting at which such decision was taken.

 

Any redemption of shares arising out of the exercise of such withdrawal rights would be made based on the book value per share, determined on the basis of the last balance sheet approved by our shareholders. However, if a shareholders’ meeting giving rise to redemption rights occurred more than 60 days after the date of the last approved balance sheet, a shareholder would be entitled to demand that his or her shares be valued on the basis of a new balance sheet dated within 60 days of such shareholders’ meeting. The right of withdrawal lapses 30 days after publication of the minutes of the shareholders’ meeting that approved the corporate actions described above. We would be entitled to reconsider any action giving rise to withdrawal rights within 10 days following the expiration of such rights if the withdrawal of shares of dissenting shareholders would jeopardize our financial stability.

 

EXCERPTS ON THIS PAGE:

20-F
May 22, 2009
20-F
Jun 30, 2005
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