Investor Services- FAQ
FAQ
1) Where are OGX’s shares traded?
2) What are OGX’s common shares rights?
3) What are the transfer restrictions of OGX shares?
4) How individuals not resident in Brazil can invest in OGX shares?
5) How and when does OGX disclose its information?
6) How can I contact the investor relations area?
7) Why does OGX calculate EBITDA?
8) How can I negotiate Brazil's GDRs (Global Depositary Receipts)?
1) Where are OGX’s shares traded?
The Company’s shares are listed for trading in the Bovespa under the symbol “OGXP3” in the “Novo Mercado”, the highest level of the differentiated corporate governance practices. OGX also counts with the GDR program (Global Depository Receipts) under the symbol "OGXPY" in the Over the Counter Market (Level 1) in the United States. Each share corresponds to 1 GDR.
2) What are OGX’s common shares rights?
Each common share entitles its owner to one vote in OGX general and special shareholders’ meetings. According to the agreement to be entered into with Bovespa for the listing the Company’s shares in the Novo Mercado, OGX cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in the Company’s By Laws and the Brazilian corporation law, OGX shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in the Company’s share capital.
Holders of OGX’s common shares are entitled to be included in a public tender offer in the case that a controlling stake in the Company is sold and the minimum price to be offered for each share is 100.0% of the price paid per share of the controlling stake.
In event of OGX dissolution, the Company’s shareholders have the right to receive payments proportional to their ownership interest in OGX’s share capital, after the settlement of all the Company’s obligations. Owners of OGX’s common shares have the right participate in the Company’s share capital increases, in proportion to their ownership interest in OGX’s share capital, but are not obligated to subscribe to new shares in future share capital increases.
According to the Brazilian corporation law, neither OGX’s By Laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:
3) What are the transfer restrictions of OGX shares?
Each purchaser of OGX common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:
- the purchaser: (i) is a qualified institutional buyer and is aware that the sale of OGX common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;
- in making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and
- OGX common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
4) How individuals not resident in Brazil can invest in OGX shares?
The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including OGX shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.
The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to OGX shares are carried out through the foreign exchange market.
To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:
- appoint representative in Brazil, with powers to perform actions relating to its investment;
- appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and
- through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.
Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution no 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
5) How and when does OGX disclose its information?
All OGX’s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (http://www.ogx.com.br), and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.
Complete financial statements are published annually on the newspapers “Diário Oficial do Estado do Rio de Janeiro e no Diário Mercantil do Estado do Rio de Janeiro”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of OGX’s website (http://www.ogx.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (http://www.bovespa.com.br/indexi.asp) and at the Securities and Exchange Commission of Brazil - CVM (http://www.cvm.gov.br/ingl/indexing.asp).
6) How can I contact the Investor Relations Area?
OGX Petróleo e Gás Participações S.A.
Praia do Flamengo nº. 154, 7º andar
Flamengo, Rio de Janeiro - RJ
Brazil
22210-030
Phone: (5521) 2555-5248
Fax: (5521) 2555-5202
www.ogx.com.br
Marcelo Faber Torres
Investor Relations Officer
E-mail: ri@ogx.com.br
Any questions not related to analysts and investors must be directed to OGX’s Contact Form
7) Why does OGX calculate EBITDA?
Pursuant to CVM Circular Official 1/2005, EBITDA consists of earnings before net financial expenses, income and social contribution taxes, non-operating results, depreciation and amortization. EBITDA is not recognized by Brazilian Accounting Principles, does not represent cash flow for the periods in question and should not be considered as an alternative to net income as an indicator of operating performance or as an alternative to cash flow as an indicator of liquidity. EBITDA does not have a standardized definition and our definition may not be comparable with those of other companies.
8) How can I negotiate Brazil's GDRs (Global Depositary Receipts)?
It is necessary for the investor to have an account in both a bank and a broker in the US. Some banks provide brokerage services, facilitating the negotiation. The GDR trading takes place when the investor places a purchase order for the broker in question. The depositary institution is the Bank of New York Mellon.