The substitute bill of the special committee allows the Executive branch to increase its stake in the company, which is currently of 32.1% of the capital

The substitute bill to PL 5941/09, adopted on Wednesday (11th) by the special committee that reviewed the matter, establishes that the Union will transfer to Petrobras, without bidding, five billion barrels of oil in the area of pre-salt. The transfer of these seabed assets is part of a financial transaction that, according to the Executive branch, aims to increase the state participation in the company and to raise new funds, by issuing shares to finance the exploitation of the pre-salt layer.

The text approved - a substitute bill introduced by the rapporteur, Deputy João Maia (PR-RN) - does not detail the financial transaction of capitalization. In addition to authorizing the transfer of the barrels (called "onerous transfer”), it specifies the payment methods of the operation and aspects of the contract that Petrobras will sign with the Union.

The substitute bill also gives minority shareholders holding securities purchased with funds from the FGTS the right to participate in the new issue. This point is a novelty added by the rapporteur. Maia also included in the text the obligation for the contract to specify the goals and the index of nationalization of equipment used in the exploration and production in the area transferred.

Results
Of the four "pre-salt” bills, this is the one that can give faster results, since Petrobras is now performing the technical evaluation of wells (known as Long Term Test), in the blocks that are in its possession in the layer. Moreover, as the area will be passed by the current exploratory regime (concession), the production will generate immediate royalties for states, municipalities and the Union. According to the substitute bill, these payments will be calculated under the current laws - 7990/89 and 9478/97 – criteria.

Petrobras, however, will not need to pay the special participation, a charge paid quarterly by concession-holders for oil exploitation. The original bill of the Executive branch does not provide for this exaction, in which it was followed by the rapporteur. In practice, by not requiring the participation, the Union finances indirectly the company.

Detailed operation
According to information provided by the government, the area to be transferred will be defined by Petrobras with the National Agency of Petroleum, Natural Gas and Biofuels (ANP). According to the substitute bill, ANP will make a report estimating the volume of recoverable oil and the cost of production, among other items.

The report will subsidize the negotiations between the Union and Petrobras, to settle the price to be paid by the transfer. Once settled the value, the company will present the terms of the operation to the shareholders' meeting, as required by the Corporations Law (6404/76). If the contract is approved, the company will issue shares, exclusively for the current shareholders.

In a public hearing in the special committee, the president of Petrobras, José Sergio Gabrielli, said that the issue will amount to no more than three times the value of a onerous transfer. Resources accumulated in the capitalization will be used to pay the onerous transfer - which, according to the bill, must be done in Treasury securities - and to finance investment. Gabrielli told the deputies that the company will need 10 billion dollars to explore the five billion barrels at its own risk.

High participation
It is on the issuing of shares that the government counts to increase its position in the enterprise, which is currently 32.1% of the capital. The private shareholders that do not exercise their purchase option will be indirectly helping the Union to increase its relative share.

Petrobras estimates that if the minority shareholders buy only 10% of the lot of shares they are entitled to, the Union will increase by 17% its capital stock on Petrobras.

An important aspect of the operation, according to Deputy João Maia, is that the resources that the Union will use to buy the papers of the company will come back to the Treasury in the form of payment for the onerous transfer. That is, in fiscal terms the financial transaction would be neutral to the state.

Reporting - Janary Junior
Edition - Regina Céli Assumpção
Translation – Adriana Resende