|
|
Enron Mail |
After checking and re-checking, I find that, in fact, SPE transferred its
shares in PEP back to Enron Brazil Power Holdings XII Ltd. on June 24, 1999. The Corp. Sec. Database does not yet reflect that information. Thus, the current owners of PEP - Plena Energia Participacoes Ltda. are: Enron Brazil Power Holdings XII Ltd. - 99% Enron Brazil Power Investments XII Ltd. - 1% Enron International From: Robert H George 01/18/2000 01:00 PM To: Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Lynn Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara Shackleton@ENRON_DEVELOPMENT, Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, tfts!mail@tozzini.attmail.com, Nancy Muchmore/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: Millenium ADR(s) Absent Central Bank and/or tax implications, it probably would not matter whether we had to copy the capital reduction twice because the paperwork would be virtually identical. The Central Bank itself may not be an issue since under either structure it is approving a distribution of capital (unchanged in amount) out of the country - presumably its only concern. Nevertheless, it may be simpler to obtain Central Bank approval with fewer companies. Assuming that is the case (which I will check with our local counsel to see if they have a view), then I will initiate the paperwork (unless Lynn has a preferred location for SPE) to unwind SPE's insertion into the PEP ownership chain and return SPE to its prior Enron Cayman owners. Bruce Harris 01/18/2000 02:19 PM To: Lynn Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Robert H George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara Shackleton@ENRON_DEVELOPMENT, Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: Millenium ADR(s) What you are suggesting after your discussion with Sara is what I am suggesting. The parent has the account; it holds the securities on behalf of its Brazil sub. I would very much like to remove SPE from the chain quickly if possible so that if there is a CPMF assessed on the in-kind capital reduction, we don't have to pay it twice. I think that would also simplify Robert's legal request. Any objections? Regards, Bruce Lynn Aven 01/18/2000 10:31 AM To: Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Robert H George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sara Shackleton@ENRON_DEVELOPMENT Subject: Re: Millenium ADR(s) The ADR's will be legally owned by PEP until we make a decision to move them out and go through the process of having a capital reduction to move the shares out of PEP. Per discussions with Sara, we need to ascertain whether MS will hold the ADR's in a security account in the name of the Enron Brazil Power Holding XII on behalf of PEP. I just looked at the legal ownership of PEP and noted that there is another Brazilian limitada, SPE between Enron Brazil Power Holdings XII and PEP. I assume that we will have filings for two capital reductions, one for PEP and one for SPE unless SPE was removed from the ownership chain and that transaction has not been reflected in the Corporate Secretary data base. SPE was placed in the chain of owenrship for the Comgas bid and I am not sure whether it got removed when we recycled the entity. Lynn Bruce Harris 01/18/2000 05:05 AM To: Robert H George/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Pedro Henrique Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lynn Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Re: Millenium ADR(s) If MS can do it thats great. Is there any problem per MS with the parent CayCo receiving the ADRs and holding them in its sub-account on behalf of PEP? Perhaps Sara could inquire. These are physical certifciates (if issued as restricted) so I don't know if the MS account is set up for physical custody or whether we need to prepare some additional documentation. Regards, Bruce Enron International From: Robert H George 01/17/2000 04:43 PM To: Bruce Harris/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Pedro Henrique Oliveira/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Kent Castleman/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lynn Aven/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: Subject: Millenium ADR(s) BONY has asked us to send them a letter instructing them to issue the ADR(s) and specifying where and to whom to deliver the certificates. I will prepare the instruction letter, but I am assuming that we want someone at Morgan Stanley to take actual possession of the certificates. In any event, I need someone to tell me where the certificates should land and give me a physical address for the certificates.
|