Portugal Telecom (WKN:895464)

laims"
eco.pt/2018/06/25/...fazer-alegacoes-mentirosas-e-descabidas/
Flávio Nunes, 25 Junho 2018

noch mal von gestern

Oi has accused its main shareholder of making "false and misleading claims" and is confident that the judicial recovery plan will go forward, with the Portuguese court's green light.

Oi accused Pharol of making "lying and misplaced claims" that "did not obtain support in any international jurisdiction" and remains confident that the Portuguese courts, like the Netherlands, the United Kingdom and the United States, will also give the green light to implementation of the company's judicial recovery plan.

The information is part of a statement submitted by Oi to the newspapers on Monday. This statement comes after last Friday that Pharol has filed a multimillion lawsuit against the operator, despite being its main shareholder. Pharol is seeking the arrest of Oi's assets in a precautionary measure as a way to guarantee the payment of compensation it claims to have. At stake, an amount that may be around EUR 10 billion, because of the failed merger between the former PT and Oi.

"Oi awaits for the next few days the formal confirmation by the Portuguese Court of its request for recognition of the effects of the judicial recovery plan of the group Oi approved and homologated in Brazil. The Portuguese court has already recognized the Brazilian jurisdiction as competent to process the judicial recovery of Oi. The plan, which aims to ensure the viability of recoveries and future of Oi, was approved by the vast majority of creditors and was ratified in January by the Justice Brazilian, "says the Brazilian operator.

The company also emphasized that "the United States Justice has already ordered to apply the Brazilian decision that approved the plan in all its terms, as protection to all creditors." "In the Netherlands, similarly, the Dutch plan was approved, which mirrors the Brazilian, also seeing in it the best way to protect creditors. The same thing happened in the UK, "he says.

This time, in Oi's view, "there is a positive expectation for a decision in Portugal, where the request for recognition of the plan has been approved in the same way, not least because the false and misleading claims of Pharol have not obtained support in any international jurisdiction." "The plan, already recognized in several jurisdictions, has been approved by the vast majority of creditors, and Oi has only to implement it," reads the note sent to ECO.

"The focus of the plan is the viability and sustainability of recoveries and is the best way to protect the company, its shareholders and creditors," concludes Oi.

hallenge

Jetzt soll wohl noch mehr verwässert werden. Wie Oi mit seinen Aktionären umgeht, wohl eher ignorant bis zum geht nicht mehr.

Lusa, 6 Julho 2018
eco.pt/2018/07/06/...-na-operadora-oi-avanca-sem-contestacao/

Oi's capital increase will move forward, taking into account the lack of opposing demonstrations. It is now expected to issue another billion new shares at a price of seven reais per share.

Oi announced on Friday that there were no demonstrations against the approval of the Administrative Council for Economic Defense (CADE) regarding the increase of capital of the Brazilian operator, reason why the process was "concluded and filed".

On June 19, CADE, equivalent to the Portuguese Competition Authority, approved the request made by the Brazilian telecommunications operator Oi regarding its capital increase, a process already approved by the country's telecommunications regulator.

In a statement released on Friday, Oi "informed its shareholders and the market in general that it was aware of the non-compliance with the deadline for submitting statements contrary to the order of the Administrative Council for Economic Defense that granted Oi's request for lack of knowledge of the capital increase "of the company by capitalizing the portion of the creditors' unsecured claims.

In view of this, "with the full confirmation of said decision, the CADE proceeding was concluded and filed, and all the conditions established in the plan for the capital increase are duly verified or waived," adds the operator that has the Portuguese company Pharol among its main shareholders.

According to Oi, this capital increase will be realized through the issuance of between 1,039,868,479 to 1,756,054,163 new shares, at a price of seven reais (1.60 euros) per share, with the total amount of capitalization of credits to be at least 7,279,079,353.00 reais (1,6 billion euros) and a maximum of 12,292,379,141.00 reais (2,8 billion euros).

Under this operation, Oi's creditors have until July 16 to exercise preemptive rights over the issued shares.

Oi has been in a process of judicial recovery since 2016 with the objective of reducing its liabilities, which is around 65.4 billion reais (about 16 billion euros).

The Judicial Recovery Plan proposes to reduce the liabilities of the company by converting 72.12% of the debt borne by the creditors, to whom rights will be granted on the company.

Portugal's Pharol is Oi's benchmark shareholder, with 27% of the shares, which is expected to come down with the conversion of credits.

Pharol has been demonstrating against this Judicial Recovery Plan.

tal increase foreseen in judicial recovery

Ana Marcela 16.07.2018 / 19:51
www.dinheirovivo.pt/empresas/...isto-na-recuperacao-judicial/

The judicial recovery plan Hi provides for the exchange of debt for shares, a situation that will lead to a strong dilution of the position of the current shareholders Next Energy Income weigh 80 euros on the energy bill in 2018 Most viewed Gallery 24 habits that psychologists associate happiness WORK wages professions highest-paid in Portugal wORLD ECONOMY these countries will rule the world in 2050 photogallery 2020 these 30 things will disappear the Pharol not go to the capital increase of Oi referred to in judicial recovery plan for the Brazilian operator , verified the Living Money. The company led by Luís Palha da Silva had until this Monday, July 16, to decide whether to exercise the right of preference to subscribe the capital increase between 1.7 and 3 billion euros. Pharol declined to comment.

The source of the company's decision will be, according to sources heard by Mad Money, in fact the actions of the Brazilian operator are quoting on average a value substantially below the actual 7 / per share proposed in the capital increase. This Monday, for example, the shares closed at 3.80 reais.

The company led by Luís Palha da Silva had obtained in May at the general meeting of shareholders light green to advance to a possible increase of capital of Pharol up to 40 million euros. Shareholder authorization not to be used in this capital increase of Oi.

"The capital increase through the Capitalization of Credits will be made through the issuance of a minimum of 1,039,868,479 and a maximum of 1,756,054,163 New Shares, registered common shares with no par value, at the issue price of 7, 00 reais per share, so that the total amount of the Capitalization of Credits will be at least 7,279,079,353.00 reais and a maximum of 12,292,379,141.00 reais, "Oi informed mid-June. That is, a capital increase of between 1.7 and 3 billion euros.

The same is foreseen in the judicial recovery plan of the Brazilian operator. The same, drawn to the stockholders' default by the current CEO of Oi after being nominated by the judicial manager, was approved by a meeting of creditors and provides for the exchange of debt for shares, placing 70% of the company in the hands of creditors, and has as a consequence a strong dilution of the current shareholders' position.

Situations contested by Pharol that requested mediation of the court, a process that has since been suspended, after the company in Portugal filed an injunction to prevent the sale of Oi's assets in the country, so that they could be used to compensate shareholders Pharol for losses incurred with Oi.

apital increase in Oi

Judicial Recovery Plan of the Brazilian operator, of which the Portuguese group is a reference shareholder, proposes to reduce the company's liabilities

LUSA 18 de Julho de 2018, 23:15
www.publico.pt/2018/07/18/economia/...e-capital-na-oi-1838457

Pharol said today that under the Oi Judicial Recovery Plan, two capital increases were planned and no position was taken on one of them, according to market information.

In a statement sent to the Securities and Exchange Commission (CMVM), the company led by Luís Palha da Silva says that it was decided to increase capital - New Resources, "for cash inflows in the amount of four billion reais 886 million), whose "conditions are not yet known", and the Board of Directors has not taken any "deliberation" on it.

On the other hand, as regards the capital increase - Capitalization of Credits, Pharol did not "proceed" to the increase, "considering the price at which the subscription right could be exercised and the current market conditions of Oi's quotation" .

This increase provided for "issuance of new shares for bondholders who opted to convert their credits into Oi's capital", with the minimum price established for the issue of shares being seven kings (about 1.55 euros).

Oi has been in a process of judicial recovery since 2016 with the aim of reducing the company's liability, which is around 65.4 billion reais (about 16 billion euros).

The Judicial Recovery Plan proposes to reduce the liabilities of the company by converting 72.12% of the debt borne by the creditors, to whom rights will be granted on the company.

Portugal's Pharol - Oi's benchmark shareholder, with 27% of the shares, which is expected to come down with the conversion of credits - has been showing up against this Judicial Recovery Plan.

issuance of 1.5 billion new shares

Oi's board of directors decided to ratify the capital increase by converting debt, after having verified the subscription of shares in number greater than the minimum number of shares of the capital increase approved in early March.

www.jornaldenegocios.pt/empresas/detalhe/...s-de-novas-accoes
Negócios jng@negocios.pt
21 de julho de 2018 às 14:15

"Oi ... hereby informs its shareholders and the market in general that, at a meeting held on this date, the Company's Board of Directors verified the subscription of shares by means of Capitalization of Unsecured Credits of Qualified Bondholders in a number greater than minimum number of shares of the capital increase approved on March 5, 2018 and (...) resolved to partially ratify the Capital Increase, with the issuance of 1,514,299,603 new common shares and 116,480,467 subscription bonuses, "informed the to the regulator.

With the approval of the capital increase, the capital stock of the Brazilian company will be 32,038,471.37 reais, divided into 2,340,060,505 shares, of which 2,182,333,264 are common shares and 157,727,241 are preferred shares.

Of the total number of new shares and subscription rights issued in the capital increase, 68,263 ordinary shares and 5,197 subscription rights were subscribed by shareholders of the company that exercised their preemptive rights and did not condition their decision to subscribe for all the shares subject to the increase of capital.

The majority, 1,514,231,340 ordinary shares and 116,475,270 subscription rights, "were subscribed by holders of Unsecured Credits of Qualified Bondholders by capitalizing their respective credits," the statement said.

Pharol had already announced on Wednesday that it did not participate in this capital increase because of the price, which was set at 7 reais per share, well above the current price.

  "Considering the price at which the subscription right could be exercised and the current market conditions of Oi's quotation, pursuant to what was decided at the Pharol Board at its meeting on 4 July, Pharol did not use the capital increase," according to a statement from the company led by Palha da Silva.

As for the other capital increase that Oi will carry out, amounting to R $ 4 billion, Pharol notes in a statement that a decision has not yet been taken.

n of the capital increase
Pharol, a shareholder of Brazilian operator Oi through Bratel, announced last week that it had not participated in this share capital increase and had not yet decided whether to participate in the capital increase by injection of money.

Carla Pedro cpedro@negocios.pt
24 de julho de 2018 às 00:56
www.jornaldenegocios.pt/mercados/bolsa/...-aumento-de-capital

Oi said tonight to its shareholders and to the market that, due to the partial homologation of the capital increase, will return on July 25 "the paid-in amounts to the subscribers that conditioned their participation in the capital increase to subscription of the amount maximum of shares of the capital increase, without interest or monetary restatement, through the agents of custody of said subscribers. "

It is recalled that last Friday the Brazilian operator - of which Pharol is a shareholder through Bratel - announced the partial homologation of the capital increase through the conversion of debt into shares, which it calls "capital increase made through capitalization of unsecured claims of qualified bondholders. "

Oi's board of directors "unanimously approved the partial approval of the company's capital increase, with a dilution of the shareholder base of more than 50%," the company said.

Oi also announced in the same communiqué that the capital increase attracted more interested parties than expected: "the company verified the subscription of shares by capitalizing unsecured debentures of qualified bondholders in a quantity above the minimum number of shares for the increase of capital approved in March. "

"With this, 1,514,299,603 new ordinary shares will be issued, at a price of 7 reais per share, totaling € 10.6 billion [€ 2.39 billion] and 116,480,467 subscription bonuses, which will be delivered to the shareholders who exercised their preemptive right and did not condition their decision and bondholders who capitalized their respective claims, "he explained.

The operator also underlined that the new shares and the subscription bonuses would be issued in the capital increase and would be traded on B3 [São Paulo Stock Exchange] already this Monday, July 23.

With the increase approved, Oi's share capital will be € 32.038 billion (€ 7.2 billion), divided into 2.334 billion shares, of which 2,182 billion ordinary shares and 157,727 million preferred shares , all nominative and without par value.

According to Oi, of the total number of new shares and subscription bonus, 68,2000 ordinary shares and 5,2 thousand common shares were subscribed by shareholders who exercised their preemptive rights and did not make their decision conditional on the subscription of all the shares in the capital increase. In addition, 1,514 billion common shares and 116,400 bonds, which will be represented by American Depositary Shares and American Depositary Warrants, were subscribed by bondholders with the capitalization of their credits.

Pursuant to article 72 of the bylaws, since Oi diluted the shareholder base above 50%, the proposed voting restriction was extinguished and "immediately and irrevocably" ceased to have effects in relation to the exercise of the right to vote. vote by shareholders, TeleTime said.

Pharol did not attend

 On 18 July last, Pharol confirmed that it had not participated in this increase in Oi's capital by converting debt into equity. According to a statement from the company led by Palha da Silva, one of the reasons was that the minimum price of this capital increase was set at 7 reais per share, well above the current price.

On the same day, Pharol said it had not yet decided whether to participate in the capital increase (in the amount of 4 billion reais - 904.5 million euros) by injection of money.

The Brazilian operator intends to present in September to the market the project of the capital increase operation, Valor Econômico reported recently. The company expects that the capitalization will occur in 2018 - thus, the deadline stipulated in the recovery plan, which ends in February next year.

In the first stage, prior to the capital increase, it was expected to convert debt into equity, a crucial operation to reduce the operator's indebtedness. It was this transaction - which will lead to the dilution of the current shareholders' position - which is now over.

The shareholders had preemptive rights in this operation, having to exercise it until 16 July through the use of the subscription rights.

The Brazilian telecommunications operator has seen its judicial recovery plan approved by the creditors in a general meeting held on December 19 and 20. This plan was later approved on January 8 of this year by the Judicial Recovery Court and made official in March.

for September.
Meeting has to do with the capital increase planned with the amendment of the bylaws.

Por Lusa|03.08.18
www.cmjornal.pt/economia/detalhe/...raordinaria-para-setembro

Brazilian operator Oi, in which Portugal's Pharol is the main shareholder, convened an extraordinary general meeting for September 3, at a meeting that aims to materialize the capital increase planned with the amendment of the bylaws. In an announcement published on Thursday to the Brazilian market, and signed by the Chairman of the Oi Board of Directors, José Mauro da Cunha, it is said that the meeting will take place on September 3 in Rio de Janeiro, aiming to approve an amendment to the bylaws "with a view to the partial homologation of the capital increase", which will be done through the capitalization of credits, as defined in the Judicial Recovery Plan.

At the same time, it provides for the "change in the limit of the authorized capital of the company, with the consequent amendment" of the bylaws, indicates the note to the Brazilian Securities Commission.

This capital increase implies the issuance of 1,514,299,603 new common shares and 116,480,467 subscription bonuses, which will be delivered to the shareholders that exercised their preemptive right and to the holders that have capitalized their respective credits.

Thus, with the approval of the lawsuit, the company's capital stock would be 32,038,471,375.00 reais (7,236,260,000 euros), divided into a total of 2,340,060,505 shares (of which 2,182,333,264 are common and 157,727,241 are preferred).

According to the statement to the market, the extraordinary general meeting also aims to "approve the proposal to include a new article in the chapter of final and transitional provisions of the bylaws with a view to adapting the bylaws to the provisions of the Company's Judicial Recovery Plan in relation to the composition of the New Board of Directors ".

In addition, there is a "reform of the bylaws", thus stipulating "the extinction of the positions of alternate members of the Board of Directors", new "rules for the election of the Chairman and Vice-Chairman of the Board of Directors" , as well as new "Board of Directors competencies" and new departments in support of that structure, among other changes.

Oi has been in a process of judicial recovery since 2016 with the objective of reducing its liabilities, which is around 65.4 billion reais (about 16 billion euros).

The Judicial Recovery Plan proposes to reduce the liabilities of the company by converting 72.12% of the debt borne by the creditors, to whom rights will be granted on the company.

Portugal's Pharol is Oi's benchmark shareholder, with 27% of the shares, which is expected to come down with the conversion of credits.

Pharol (formerly Portugal Telecom) has been demonstrating against this Judicial Recovery Plan.

Oi's board
Portuguese shareholder had its representatives in the collegiate removed by judicial decision

Valor Econômico , 7 Aug 2018,    Rodrigo Carro
www.pressreader.com/brazil/...B4mico/20180807/281913068932565

After seeing its stake in Oi's share capital shrink from 22.24% to 7.85%, Pharol attempts to return to the company's board of directors, from which it was dismissed by a court ruling in March this year. In a notification sent to the chairman of the Oi board, with a copy to the Securities and Exchange Commission (CVM), former Portugal Telecom alleges that once the conversion of debt into shares occurred in July, the retired board members would have to be reappointed their posts.

Pharol also requires in the document that its voting rights - suspended by the court ruling - are "automatically and fully recomposed" once the conversion was finalized on July 27. The largest single shareholder of Oi until the conversion, Pharol opposes dilution levels and changes in the operator's governance system stipulated in the judicial recovery plan approved in December last year by creditors of the Brazilian company.

In a petition dated July 30, Oi's lawyers asked the court to "allow the reinstatement of the suspended mandates of the members of the board of directors removed from their positions", but only after hearing the Public Prosecutor of the State of Rio de Janeiro (MPRJ) and the judicial administrator of Oi's recovery process, Wald & Associados Advogados.

Pharol does not comment on the issue, but sources close to the shareholder consider consulting the Attorney General and the court administrator as a way to reduce the "survival" of the counselors appointed by the Portuguese company. This is because the current composition of the board will be changed as a result of an Extraordinary General Meeting (AGE) convened by Oi for September 3. In the proposal of the administration that will be submitted for the approval of the shareholders there is even a plate indicated to take over the new board of directors of Oi.

The plate is composed of 11 names, of which six are already part of the operator's current advice. Rodrigo Abreu (former president of TIM Brazil), Maria Helena dos Santos Fernandes de Santana (ex-president of the CVM), Henrique Luz (former partner of PwC), Paulino do Rego Barros Junior (former CEO of the American technology company Equifax) and Wallim Cruz de Vasconcellos Junior (former director of BNDESpar, a holding company of the development bank).

Sought, Oi also chose not to speak on the subject. However, a source who closely follows the operator's recovery process says that Oi is following the court rites so as not to run the risk of disrespecting a court decision. "Oi sent a petition to the court requesting that she direct the company whether or not to reinstate the counselors, since their removal was by judicial decision," the source maintains.

On March 7, in response to a request from the Public Prosecutor's Office of the State of Rio de Janeiro, Judge Fernando Viana of the 7th Business Court of Rio de Janeiro ordered the dismissal of counselors nominated by Pharol (Luis Viana Palha and Pedro Zañartu Leitão) and by the investment fund Société Mondiale (Hélio Costa). Viana justified its decision based on the participation of representatives of these two shareholders at an Extraordinary General Meeting held on February 7 by Oi.

During the meeting, it was approved by a majority of the shareholders present, with votes from Pharol and Société Mondiale (a vehicle that focused on the participation of investor Nelson Tanure in Oi), civil lawsuit against Oi's president Eurico Teles and the director of finance and investor relations Carlos Augusto Brandão.

In approving Oi's judicial recovery plan on January 8, Judge Fernando Viana had stressed that changes in the company's governance, as well as other points challenged by Pharol, required an Extraordinary General Meeting. "The convening of an AGE is absolutely unnecessary to give effect to the sovereign decision of the creditors. On the contrary, the convening of a shareholders' meeting, in this case, would reinstall the instability strongly rejected by the Judiciary throughout this judicial recovery process, "Viana wrote in the decision approving the plan.

Due to the conversion of debt into shares, the former Portugal Telecom now has a lower participation than that of fund managers who entered into the capital of Oi through the exchange of debt for shares. GoldenTree Asset Management, for example, reported on July 1 that it now owns 9.15% of the total number of common shares issued by Oi, compared to 8.42% of the voting capital held by Pharol.

Solus Alternative Asset Management owns 9.19% of Oi's common shares and 17.23% of preferred shares, while the York Global Finance Fund holds 7.93% of the voting shares. In practice, the conversion meant a greater spraying of Brazilian TV capital.

The agenda of the EGM scheduled for September 3 also includes deliberation on the capital increase in the amount of R $ 4 billion foreseen in the plan. The resources are essential for Oi to be able to raise its investment volume from the current level of R $ 5 billion per year to R $ 7 billion. Also on the agenda are changes in the company's statute to adapt it to the judicial reorganization plan and the new composition of the board.

in Oi's capital increase

www.dinheirovivo.pt/bolsa/...ogo-no-aumento-de-capital-da-oi/
Rui Barroso 19.08.2018 / 15:15

The company led by Palha da Silva wants to make a capital increase to preserve its position in the Brazilian operator.

Pharol wants to maintain a position of reference Oi and announced that it will propose a capital increase to be able to take recapitalization of the Brazilian telecommunications operator. The company led by Palha da Silva wants to issue up to 952 million new shares with a nominal unit value of three cents, which would increase the company's capital by more than 28.5 million euros. The decision will be taken at a general meeting on 7 September.

In the immediate reaction to the announcement of the company that took over the position of the former Portugal Telecom in Oi, the shares of the company resented. They fell by 2.44% last Friday. At least the session dropped almost 7%.

Carla Maia Santos, of XTB, considered that "this news [of Pharol's capital increase] is badly received by investors who find another reason to leave the company." Note that "since May, when it was at 0.28 euros, Pharol has a strong downward trend". And it is worried that shares will fall below the 0.20 euro mark.

Despite the nominal value of three cents, Pharol indicates that the subscription price will be between 0.0735 euros and up to 0.1576 euros, "to be defined according to prevailing market conditions at the time of its determination."

Preserve position in Oi

Paulo Rosa, a GoBulling trader, acknowledged, quoted by Reuters, that "Pharol is reacting badly to the news that it wants to make a capital increase." However, he stressed that "the [proposed] value is small and the impact does not seem to me to be that great in this company."

According to the website of the Brazilian company, Pharol holds 7.85% of the operator. It came to have more than 22%, but the Portuguese company led by Luís Palha da Silva was outside the first capital increase made by the Brazilian, which provided for the conversion of debt into capital, which allowed a significant reduction of indebtedness. Creditors who accepted the conditions were left with 72% of Oi, which diluted Pharol's position.

In addition to this operation, Oi now wants to do another recapitalization with fresh money. It intends to raise four billion reais (about 890 million euros). To maintain a 7.85% position, Pharol would have to invest about 70 million euros. At the end of last year, the company led by Palha da Silva had 25.2 million euros in cash and equivalent, according to the annual accounts report.

Among the largest shareholders of Pharol are the New Bank (9.56% of the capital) and some hedge funds, such as the Adar Macro Fund (with more than 10%) and High Bridge, which has more than 6%.