FAQ
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  • 1) Where are MMX’s shares traded?

    The Company’s shares are listed for trading in the BOVESPA under the symbol “MMXM3” and “MMXM3F” for odd-lot market. MMX has entered into an agreement with the BOVESPA to list its shares in the “Novo Mercado” the highest level of the differentiated corporate governance practices.The MMX also has the GDR program (Global Depository Receipts) traded under the symbol "MMXMY" in the over – the - counter market (Level 1 - OTC). Each of the Company’s common share correspond to 1 GDRs.
  • 2) How are MMX shares traded?

    MMX shares are traded under the ticker “MMXM3” and “MMXM3F” for odd-lot market. The Company reduced the unit price of its shares through periodic splits, in line with the following schedule:
     
  • 3) What are the share rights, advantages, and restrictions?

    Each common share entitles its owner to one vote in MMX general and special shareholders’ meetings. According to the agreement to be entered into with BOVESPA for the listing the Company’s shares in the Novo Mercado, MMX cannot issue shares without voting rights or with restricted voting rights. Moreover, as determined in the Company’s by laws and the Brazilian corporation law, MMX shareholders have the right to receive dividends and other distributions made in connection with the Company’s common shares in proportion to their ownership interest in the Company’s share capital.

    In event of MMX dissolution, the Company’s shareholders have the right to receive payments proportional to their ownership interest in MMX’s share capital, after the settlement of all the Company’s obligations. Owners of MMX’s common shares have the right participate in the Company’s share capital increases, in proportion to their ownership interest in MMX’s share capital, but are not obligated to subscribe to new shares in future share capital increases.
     
    According to the Brazilian corporation law, neither MMX’s by laws nor actions taken at a shareholders’ meeting may deprive a shareholder of the following rights:

    • the right to participate in the distribution of profits;

    • the right to participate, in proportion to ownership interest in MMX’s share capital, in the distribution of any residual assets in the event of the Company’s dissolution;

    • the right to preemptive rights in relation to the subscription of shares, convertible debentures or subscription bonuses, except in the circumstances described in the Brazilian corporation law;

    • the right to inspect, in the manner set forth in the Brazilian corporation law, the management of corporate business; and

    • the right to sell their shares in the circumstances defined by the Brazilian corporation law.
     
  • 4) What are the transfer restrictions of MMX shares?

    Each purchaser of MMX common shares in the United States will be deemed to have agreed not to deposit such common shares into an unrestricted global depositary receipt facility for as long as those shares are “restricted securities” within the meaning of Rule 144 under the Securities Act and to have represented and agreed as follows:

    • the purchaser: (i) is a qualified institutional buyer and is aware that the sale of MMX common shares to it is being made in reliance on exemptions from the registration requirements of the Securities Act and such acquisition will be for its own account or for the account of a qualified institutional buyer; or (ii) a person who, at the time the buy order for the common shares was originated, was outside the United States and was not a U.S. person (and was not purchasing for the account or benefit of a U.S. person) within the meaning of Regulation S under the Securities Act;

    • in making its decision to purchase the common shares, the purchaser: (i) has made its own investment decision regarding the common shares based on its own knowledge; (ii) has had access to such information as it deems necessary or appropriate in connection with its purchase of the common shares; and (iii) has sufficient knowledge and experience in financial and business matters and expertise in assessing credit, market and all other relevant risk and is capable of evaluating, and has evaluated independently, the merits, risks and suitability of purchasing the common shares; and

    MMX common shares have not been, nor will they be, registered under the Securities Act and may not be re-offered, resold, pledged or otherwise transferred except: (i) (a) to a person who the purchaser reasonably believes is a qualified institutional buyer in a transaction meeting the requirements of Rule 144A, (b) outside the United States in a transaction complying with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); and (ii) in accordance with all applicable securities laws of the states of the United States.
     
  • 5) How individuals not resident in Brazil can invest in MMX shares?

    A The investors residing outside Brazil, including institutional investors, are authorized to acquire securities, including MMX shares, at the Brazilian stock exchanges, as long as they comply with the register requirements under Resolution nº 2,689 and CVM Instruction nº 325, of January 27, 2000, and amendments.

    The investors registered under Resolution nº 2,689, except for certain circumstances, may carry out any type of transaction in the Brazilian capital market involving a security traded in the stock exchange, futures market or organized over-the-counter market. The investments in and remittances of, outside Brazil, earnings, dividends, profits or other payments related to MMX shares are carried out through the foreign exchange market.
    To become an investor registered under the provisions of Resolution nº 2,689, an investor residing outside Brazil shall:

    • appoint representative in Brazil, with powers to perform actions relating to its investment;

    • appoint an authorized custodian in Brazil for its investment under Resolution nº 2,689, which must be a financial institution duly authorized by the BACEN and CVM; and - through its representative, register as a non-Brazilian investor with the CVM and register the investment with the BACEN.

    Securities and other financial assets held by non-Brazilian investors pursuant to CMN Resolution nº 2,689 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the BACEN or the CVM. In addition, securities trading is restricted to transactions carried out in the stock exchange or through organized over-the-counter markets licensed by the CVM.
     
  • 6) What should a shareholder do to know its shareholder position?

    Banco Itaú, MMX shares custody bank, send to the shareholder´s address the extract of the shareholder position, when the following events happen: stock position changes, dividend/interest on equity payments or income tax statement. The shareholder must have the address updated in registration at the custody bank. At any moment, the shareholder can go to an Itaú agency and request an extract of its MMX shareholder position.

    Shareholders who have the custody of MMX shares at the Companhia Brasileira de Liquidação e Custódia – CBLC, should contact the broker that was responsible for the investments to get its shareholder position.
     
  • 7) Who should a shareholder contact in case of address change?

    Any change can be done at any agency of Banco Itaú. In order to make the change, the shareholder should have the certified copy of the following documents: RG, CFP and voucher of residence.

    Shareholders who have the custody of MMX shares at the Companhia Brasileira de Liquidação e Custódia – CBLC, should contact the broker that was responsible for the investments to update the register data.
     
  • 8) How many shares MMX has?

    The company’s capital of MMX Mineração e Matálicos S.A. is compound for 619,589,792 ordinary shares and actually the free float is approximately 28%.
     
  • 9) How and when does MMX disclose its information?

    All MMX’s material facts, earnings results and other notices to the market are published simultaneously at CVM/Bovespa and at the investor relations area of the Company’s website (www.mmx.com.br) and sent later by email to persons registered to receive this information. To receive information by e-mail please register here.

    Complete financial statements are published annually on the newspapers “Valor Econômico“ and “Diário Oficial do Estado de São Paulo”. Quarterly financial statements, press releases, presentations, material facts and notices to shareholders are available in the investor relations area of MMX’s website (www.mmx.com.br). Other information about the Company also may be obtained on the website of São Paulo Stock Exchange (www.bovespa.com.br) and at the Securities and Exchange Commission of Brazil - CVM (www.cvm.gov.br.)
     
  • 10) How can I contact the Investor Relations area?


    MMX Mineração e Metálicos S.A.
    Praia do Flamengo, 66, 10º Andar
    Flamengo – Rio de Janeiro
    22210-030
    Phone.: (5521) 2555-5558 / 2555-5234
    Fax: (5521) 2555-4011
    www.mmx.com.br

    Guilherme Escalhão
    Chief Executive Officer and Investor Relations Officer

    Adriana Marques
    Investor Relations Manager

    Beatriz Yoshinaga
    Investor Relations Analyst

    E-mail: ri@mmx.com.br
     

  • 11) Why does MMX calculate EBITDA and Adjusted EBITDA?

    From time to time, MMX discloses so-called non-GAAP financial measures, primarily EBITDA and Adjusted EBITDA. EBITDA is the net income before income and social contribution taxes, the reclassification of Contribuição Provisória sobre Movimentação ou Transmissão de Valores e de Créditos e Direitos de Natureza Financeira (CPMF), the taxes applicable to financial revenue, Programa de Integração Social (PIS) and Contribuição para Financiamento da Seguridade Social (COFINS) recorded as administrative expenses (in accordance with ANS guidelines), depreciation and amortization, and the variation in claims reserves deducted from the net financial results and the non-operational result.

    Adjusted EBITDA is the EBITDA plus non-recurring expenses related to: (i) fees for professional services related to past acquisitions; (ii) costs related to the acquisition and absorption of acquired companies; (iii) provisions for potential losses related to fiscal incentives investments; and (iv) costs related to MMX’s public offering of common shares.

    EBITDA and Adjusted EBITDA are not Brazilian or the U.S. GAAP measurement, do not represent cash flows for the periods presented and should not be considered alternatives to net income as indicators of MMX’s operating performance or as alternatives to cash flows as indicators of liquidity. EBITDA and Adjusted EBITDA do not have a standardized meaning and MMX’s definition of EBITDA and Adjusted EBITDA may not be comparable to EBITDA and Adjusted EBITDA as used by other companies.

    Although the EBITDA and Adjusted EBITDA do not provide, according to the Brazilian Accounting Principles (BR GAAP) or the U.S. Accounting Principles (US GAAP), measures of the operational cash flows, MMX management uses EBITDA and Adjusted EBITDA to measure its operating performance. Additionally, the Company management believes that disclosure of EBITDA and Adjusted EBITDA can provide useful information to investors, financial analysts and the public in their review of the Company’s operating performance and its comparison to the operating performance of other companies in the same industry and other industries.
     
  • 12) How can I negotiate Brazil's GDRs (Global Depository Receipts)?

    It is necessary that the investor has a brokerage account in a North American and make an order to the broker, as is done with the trading of shares in Brazil. Alternatively, there are Brazilian institutions (banks, brokers) that have partnerships with institutions abroad and can take the services of brokers, can also be used with means of access for placing the order. So, just a buy order is given to an American broker, directly or indirectly. The depository institution is the Bank of New York Mellon.
     
  • 13) What is the advantage or disadvantage to negotiate instead of GDRs shares?

    The trading of GDRs configures an alternative to foreign investors who wanted to trade shares of the Company, but have no brokerage account in Brazil. With the advantage of the foreign investors receive possible dividends in dollars.
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