Notice to Shareholders - 1st Issuance of Convertible Debentures (1st Apportionment of Remainders)

RIO DE JANEIRO, Dec. 1, 2014 /CNW/ - HRT Participações em Petróleo S.A. ("Company" or "HRT") (BM&FBOVESPA: HRTP3, TSX-V: HRP), complementing the information disclosed in the Notice to Shareholders dated October 24, 2014 (the "October 24,2014 Notice to Shareholders"), in the scope of the first issuance of debentures convertible into common shares, in a single subordinated series of the Company (the "Debentures" and the "Issuance," respectively), which are subject of a private placement in the total amount of up to R$90,000,000.00 (ninety million Reais), informs its Shareholders and the market that, on November 26, 2014, the term for exercise of the preemptive right for subscription of Debentures has ended.

During the preemptive right exercise period, 3,079,643 (three million, seventy-nine thousand, six hundred forty-three) Debentures, with a unit par value of R$20.00 (twenty Reais) each, totaling the amount of R$61,592,860.00 (sixty-one million, five hundred ninety-two thousand, eight hundred and sixty Reais), were subscribed. Considering the total amount of the Issuance, of up to 90,000,000.00 (ninety million) Debentures, there remained still 1,420,357 (one million, four hundred twenty thousand, three hundred fifty-seven) Debentures not subscribed, which will be apportioned among those who, in the subscription bulletin, manifested an interest in the reservation of remainders.

The holders of preemptive rights who manifested an interest, through the subscription bulletin, to subscribe for remainders of Debentures not subscribed within the term of exercise of the preemptive rights (the "Remainders"), may subscribe the Remainders within the term between December 03, 2014 to December 05, 2014 (inclusive) (the "First Apportionment"), in the proportion of 0.4612 Debentures per each Debenture subscribed during the Preemptive Right Exercise Term.

The Company hereby informs that the subscription right of the Remainders within the scope of the First Apportionment may be exercised exclusively as provided for in the items below:

1. Subscription Price and Payment Conditions: The Debentures will be subscribed for the amount of R$20.00 (twenty Reais) and will be paid in cash in local currency, upon subscription.
   
2. Subscription Right: Holders of preemptive rights subject of custody at BM&FBOVESPA must exercise their respective preemptive rights for subscription of Remainders through their custody agents. Holders of preemptive rights not subject of custody at BM&FBOVESPA who wish to exercise their preemptive rights for subscription of Remainders must attend exclusively the specialized branches of the Bookrunner and Mandated Institution established in the October 24,2014 Notice to Shareholders, where they will proceed to sign the subscription bulletin. If the subscriber is represented by a proxy, the latter must bear documentary proof of powers of attorney for the subscription of Remainders, pursuant to item 4 below.
   
3. Assignment of Preemptive Right: The holders of preemptive rights for subscription of Remainders may assign their respective preemptive right to third parties during the term relating to the First Apportionment. The holders of preemptive right not subject of custody at BM&FBOVESPA who wish to assign their preemptive right must attend exclusively the specialized branches of the Bookrunner and Mandated Institution established in the October 24,2014 Notice to Shareholders. The assignee of the preemptive right shall comply with all terms and conditions applicable to the exercise of the preemptive right.
   
4. Documentation for Subscribing Debentures:
   Individuals: Identity Card, Individual Taxpayer Register of the Ministry of Finance (CPF/MF) and proof of address.
   Corporations: Articles of Association or bylaws and minutes of the meeting that elected the current officers, duly filed with the Commercial Registry, and proof of address.
   In case of representation by proxy, the respective public or private power of attorney with notarized signature is required.
   
5. New Remainders: Considering that the Minimum Amount was reached, there will be no Second Apportionment. Therefore, the Debentures which are not subscribed in the First Apportionment will be canceled by the Issuer.
   
6. Cash Distribution to GDS Holders: As indicated in the October 24, 2014 Notice to Shareholders, Deutsche Bank Trust Company Americas, in its capacity as depositary under the Company's Global Depositary Shares (the "GDSs") program listed on the TSX Venture Exchange in Canada, has sold the Debenture subscription rights it held on account of the GDSs and will distribute the proceeds thereof to the GDS holders, on a pro rata basis. As a result, GDS holders of record as at December 11, 2014 will be entitled to receive a cash distribution of US$0.005865 per GDS, payable on December 16, 2014.
   
7. Requests for clarification: For additional details, please contact HRT's Investor Relations Office.

Sedar Profile # 00031536
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Non-Registration with CVM - Brazilian Securities and Exchange Commission and ANBIMA - Brazilian Association of Financial and Securities Market Entities, and other Securities and Exchange Commissions

This Issuance will not be registered with CVM or with ANBIMA - Brazilian Association of Financial and Securities Market Entities, since the Debentures shall be subject of private placement, without (i) intermediation of institutions that are part of the securities distribution system; or (ii) any sale effort before indeterminate investors.

This private issuance of the convertible debentures has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. As a result, this Indenture does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in the United States nor in any jurisdiction which such an offer, solicitation, or sale would be unlawful.

This Issuance has not been and will not be registered, and may not be offered or sold in Canada and this Indenture does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in Canada nor in any jurisdiction which such an offer, solicitation, or sale would be unlawful.

About HRT
HRT is one of Brazil's largest independent companies involved in oil and natural gas exploration and production. Through its subsidiaries, it is the operator of - and holder of a 60% stake in - the Polvo field, located in the southern portion of the Campos Basin, 100 km east of the city of Cabo Frio, Rio de Janeiro. The Polvo Field produces Brazil's 7th largest daily output of barrels of oil equivalent with 20.3º API from three reservoirs. Through its subsidiaries, HRT owns the "Polvo A" fixed platform and a 3,000 HP drilling rig operating in the field. The platform is connected to the "FPSO Polvo" vessel which has capacity for hydrocarbon separation, water treatment, and oil storage and offloading. The Polvo Field license covers an area of approximately 134 km² and it holds many prospects for future exploration sites. Additionally, HRT has a 55% interest and is operator in 18 exploratory blocks in the Solimões Basin. It is also the operator of ten exploratory blocks off the Namibian coast in the Walvis Bay and Orange sub-basins. HRT is committed to minimizing any environmental impacts for areas in which it is active. Its commitment to local communities involves reducing the impacts of operations on health, safety and quality of life. For more details, visit the website: www.hrt.com.br/ri.

Disclaimer
This document contains forward-looking statements. All statements other than statements of historical fact contained in this document are Forward-looking statements, including, without limitation, statements regarding our drilling and seismic plans, operating costs, acquisitions of equipment, expectations of finding oil, the quality of oil we expect to produce and our other plans and objectives. Readers may identify many of these statements by words such as "expects", "believe", "hope" and "will" and similar words or the negative thereof. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. By their nature, forward-looking statements require us to make assumptions and, accordingly, forward-looking statements are subject to inherent risks and uncertainties. We warn readers of this document not to place undue reliance on our forward-looking statements because a number of factors may cause actual future circumstances, results, conditions, actions or events to differ materially from the plans, expectations, estimates or intentions expressed in the forward-looking statements and the assumptions underlying the forward-looking statements. The following risk factors could affect our operations: the contingent resource and prospective resource evaluation reports involving a significant degree of uncertainty and being based on projections that may not prove to be accurate; risks involved in exploration and production of oil and natural gas; limited operating history as an oil and natural gas exploration and production company; drilling and other operational hazards; breakdown or failure of equipment or processes; contractor or operator errors; non-performance by third party contractors; labor disputes, disruptions or declines in productivity; increases in materials or labor costs; inability to attract sufficient labor; requirements for significant capital investment and maintenance expenses which HRT may not be able to finance; cost overruns and delays; exposure to fluctuating currency rates and commodity prices; economic conditions in Namibia and Brazil; complex laws that may affect costs or means of doing business; environmental, safety and health regulations that may become stricter in the future and lead to an increase in liabilities and capital expenditures, including indemnity and penalties for environmental damage; early termination, non-renewal and other similar measures related to concession agreements; and competition. We caution readers that this list of factors is not exhaustive and that when relying on forward-looking statements to make decisions, investors and others should also carefully consider other uncertainties and potential events. Forward-looking statements herein are based on the assumption that our plans and operations will not be affected by such risks, but if our plans and operations are thus affected, the forward-looking statements may become inaccurate.

The forward-looking statements in this document are expressly qualified in their entirety by this cautionary statement. These statements were made on of the date of this document. We do not undertake to update these forward-looking statements unless required by legislation applicable to securities.

SOURCE: HRT Participações em Petróleo S.A.

IR CONTACTS: 
Eduardo Larangeira Jácome - Investor Relations Officer

Tainah Costa - Investor Relations Specialist
Tel: [phone]
[email protected]