Petrobras – Investor Relations


Investor Relations

Agreement with Repsol YPF Brasil S/A

(Rio de Janeiro, January 02, 2006). – PETRÓLEO BRASILEIRO S/A - PETROBRAS, [Bovespa: PETR3/PETR4, NYSE: PBR/PBRA, Latibex: XPBR/XPBRA], a Brazilian international energy company, announced that it has signed a Reference Value Termination Agreement with REPSOL YPF BRASIL S/A (“REPSOL YPF”) in connection with the Asset Exchange Contract between PETROBRAS and REPSOL YPF. 

On December 28, 2000, Petrobras and REPSOL YPF signed an Asset Exchange Contract (Contract), under which Petrobras, in exchange for shares in Eg3 in Argentina, assigned to Repsol YPF a 30% stake in Refineria Alberto Pasqualini (“REFAP”), the right to market fuels in approximately 230 of BR Distribuidora’s gas stations and a 10% stake in the Albacora Leste oil field. 

Clause 4 of the Contract established that over an 8 year period, starting January 1, 2001, the parties receiving in exchange the Eg3 and REFAP shares should review on an annual basis the Reference Values used for valuing the Eg3 Group and REFAP, adjusting such values in accordance with the provisions of the above mentioned clause in such a way that, at the end of the period, a final value should be determined for the Ag3 and REFAP shares, establishing the definitive value of both sets of assets and the corresponding payment to the party with net amounts to receive.

Under the Reference Value Termination Agreement signed on December 29, 2005, effective on January 1, 2006, the Companies agree to proceed to the early termination and settlement of the Reference Values. The present value of the final net amount owed by REPSOL YPF to PETROBRAS as the result of adjusting the Reference Values over the full 8 year period, including projections for the years 2006, 2007 and 2008, for Eg3/PESA and REFAP, amounts to US$82 million, including interest at the rate of 8% p.a., as established in the Contract.

This amount is definitive and not subject to any review or validation by any of the parties involved and thus terminates the process of the adjustment and quantification of the Reference Values, as also provided for in the Termination Agreement, including the determination of all rights and obligations assumed by the same in this respect, no parties having any right to contest any of the other parties involved, judicially or extra-judicially, under any pretext whatsoever. 

The data supplied by REFAP S.A. and by Petrobras Energia S.A. – PESA, successor of Eg3, was obtained as specifically provided for in clause 4.1.6 of the Contract, in which provision was made for the parties, by mutual agreement, to shorten the 8 (eight) year period for the adjustment of the Reference Values, provided that the said term for terminating the period of adjustment of the Reference Values under no circumstances be less than 5 (five) years, or, in practical terms, January 1, 2006. 

Petrobras further informs that during the period prior to the Reference Values Termination Agreement the parties involved had agreed, under the terms of the Contract, to defer payment of adjustments to the Reference Values, applying to the annual balances the appropriate correction as established in the Contract.

Last updated