PRIO: Dommo Option Period – Procedures and Closing Dates

Petro Rio S.A. (“Company or “PRIO”) (B3: PRIO3), following the Material Fact disclosed on the 1st of September, 3rd and 24th of October and 8th of December of 2022, informs the procedures to be observed by the shareholders and subscription warrant  holders of Dommo Energia S.A. (“Dommo”) for the choice of the asset, and the date of delivery of the asset, to be received in the scope of the merger of all common shares of Dommo into Petro Rio OPCO Exploração Petrolífera S.A. (“OpCo”), a subsidiary of the Company (“Merger of Shares”).

The implementation of the Merger of Shares will observe the following tentative schedule:

DateEvent
12/19/2022 until 12/26/2022Option Period: shareholders of Dommo and holders of Dommo subscription warrants must appoint their choice on the assets they wish to receive in connection with the Merger of Shares between December 19 and December 26, 2022.
01/06/2023Average Acquisition Cost: non-resident Dommo shareholders and holders of Dommo subscription warrants shall sent to Dommo the information regarding the average acquisition cost of the shares or subscription warrants issued by Dommo held by such investor, including the respective supporting documentation until January 6, 2023. Closing of Trading: trading of Dommo’s shares and subscription warrants on the B3 will close on January 6, 2023.
Until 01/09/2023Blocking: the positions in common shares (DMMO3) and in subscription warrants (DMMO11) issued by Dommo of the shareholders and holders of subscription warrants who express their intention to receive PNB Shares or PRIO Call Options in the context of the Stock Merger, as the case may be, will be blocked until January 9, 2023. The common shares issued by PRIO to be delivered in light of the redemption of the PNA Shares may be traded in B3.
01/09/2023Delivery of Assets: the assets to which the shareholders and holders of subscription warrants issued by Dommo in connection with the Merger of Shares will be entitled, according to their respective choice, will be delivered on January 9, 2023. On the same date, the PNA Shares and PNB Shares will be redeemed.
01/11/2023Crediting of PRIO Shares: common shares issued by PRIO to be delivered as a result of the redemption of the PNA Shares will be effectively credited to the accounts of shareholders and holders of subscription warrants issued by Dommo who receive PNA Shares in connection with the Merger of Shares on January 11, 2023.
Until 04/09/2023Payment of Redemption of PNB Shares: the payment of the redemption value of PNB Shares due to shareholders and holders of Dommo subscription warrants who opt to receive PNB Shares in connection with the Merger of Shares will be made until April 9, 2023.

The shareholders of Dommo and holders of subscription warrants issued by Dommo that are non-residents of Brazil shall observe the procedures provided in the Shareholders’ Notice (Aviso aos Acionistas) disclosed by Dommo on this date for the purposes of the calculation of the Income Tax (Imposto de Renda Retido na Fonte) that may be due and for the respective retention by OPCO. The Company will keep its shareholders and the market in general informed about the relevant developments of the Operation, in accordance with the law and CVM regulations

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