RISK FACTORS
Risk Factors
Risk Management
Cautionary Statement
Regarding Forward-Looking Information
RISK FACTORS
An investment in the ADSs involves a high degree of
risk. You should carefully consider the risks described
below before making an investment decision. Ultrapar
business, financial condition and results of operations
could be materially and adversely affected by any of
these risks. The trading price of the ADSs or Ultrapar
shares could decline due to any of these risks, and
you may lose all or part of your investment.
The risks described below are those known to the Company
and that it currently believes may materially affect
Ultrapar. Additional risks not presently known to the
Company or that it currently considers immaterial may
also impair its business. For a detailed and complete
list of risk factors please click
here to access the 20F Form.
1) Risks Relating to Brazil
| • |
The Brazilian government
has exercised, and continues to exercise, significant
influence over the Brazilian economy. Brazilian
political and economic conditions have a direct
impact on Ultrapar business and the market price
of the shares. |
| • |
Proposed changes in Brazilian
labor and labor union law could impact company-labor
relations. |
| • |
Inflation, and certain
governmental measures to combat inflation, may
contribute significantly to economic uncertainty
in Brazil. |
| • |
Fluctuations in the value
of the Brazilian currency against the value
of the U.S. dollar may result in uncertainty
in the Brazilian economy and the Brazilian securities
market, which may adversely affect the Company
financial condition and results of operations
and, consequently, the market value of the shares
and ADSs. |
| • |
Restrictions on the movement
of capital out of Brazil may hinder investors
ability to receive dividends and the proceeds
of any sale of the shares. |
| • |
Developments in other emerging
markets may adversely affect the results of
Ultrapar operations and the market price of
the shares and ADSs. |
| • |
United States investors
may not be able to obtain jurisdiction over
or enforce judgements against us.
|
2) Risks Relating to Ultrapar Shares
and ADSs
| • |
The ADSs generally do not
give investors voting rights. |
| • |
The shares and ADSs do
not entitle investors to a fixed or minimum
dividend. |
| • |
Investors might be unable
to exercise preemptive rights with respect to
the preferred shares. |
| • |
If investors exchange the
ADSs for preferred shares, they risk losing
certain foreign currency remittance and Brazilian
tax advantages. |
| • |
The relative volatility
and illiquidity of the Brazilian securities
markets may adversely affect investors. |
| • |
Controls and restrictions
on the remittance of foreign currency could
negatively affect Ultrapar’s capacity
to make dividend payments to foreign investors. |
| • |
Ultrapar share price may
be affected by shares eligible for future sale. |
| • |
If the Company was treated
as a Passive Foreign Investment Company (PFIC),
U.S. Holders of ADSs would be subject to disadvantageous
rules under the U.S. tax laws. |
3) Risk Factors Relating to Ultrapar
| • |
Ultragaz, the Company’s
LPG distribution subsidiary, currently depends
upon Petrobras for its supply of LPG.
|
| • |
Currently Ultrapar has
no formal contract with Petrobras to supply
LPG. |
| • |
LPG refinery prices charged
by Petrobras can fluctuate according to the
international markets and may affect Ultrapar
revenues and operating margin. |
| • |
LPG competes with alternative
sources of energy. |
| • |
The acquisition of Shell
Gás LPG Brasil (“Shell Gás”)
is subject to Brazilian regulations and other
anti-trust rules. |
| • |
Ethylene, the principal
raw material used in Ultrapar petrochemical
operations, comes from limited supply sources. |
| • |
The Brazilian petrochemical
industry is very closely influenced by the performance
of the international petrochemical industry
and its cyclical behavior. |
| • |
The price of ethylene is
subject to fluctuations in international oil
prices. |
| • |
The reduction in import
tariffs on petrochemical products can reduce
the Company competitiveness in relation to imported
products. |
| • |
Ultrapar insurance coverage
may be insufficient to cover losses that it
might incur. |
| • |
The Company may be adversely
affected by the imposition and enforcement of
more stringent environmental laws and regulations. |
| • |
The production of petrochemicals
and chemicals is inherently hazardous. |
| • |
Ultrapar is currently controlled
by its senior management, which substantially
limits the ability of non-management shareholders
to control the direction of its business. |
| • |
The Company status as a
holding company may limit its ability to pay
dividends on the shares. |
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RISK MANAGEMENT
Ultrapar’s risk management is conducted through
control policies, specific strategies and the setting
of exposure limits, so as to minimize or avoid losses
in the event of unexpected circumstances arising in
the market or in the company’s operations.
Operational Risk
Accidents or the breakdown of equipment may cause a
partial interruption to production and a consequent
loss of sales and revenue. To manage this risk, the
company maintains a program of preventative maintenance,
organizing and apportioning tasks among the various
teams in the production units. The industrial units
also have a crisis management plan in place, to ensure
a permanent state of readiness and a quick, efficient
response to accidents or any other disruptive situations
that might occur.
Furthermore, the company has insurance policies that
cover damage to assets and other contingencies relating
to the transport and storage of LPG, chemical products
and petrochemicals. At Ultracargo, there are insurance
policies in place which cover damage to transported
merchandise as a result of vehicle accidents. All Ultrapar’s
companies maintain civil liability insurance against
damage and/or losses caused to third parties as a result
of operational accidents.
Environmental Risk
Ultrapar‘s companies are subject to federal, state
and municipal laws and regulations governing protection
of the environment. All the company’s installations
and operations conform to these requirements. In addition,
they also operate in accordance with specific environmental
quality control standards. Oxiteno, for example, holds
ISO 14001 certification, first obtained in 1996. Oxiteno
and Ultracargo are signatories to the Responsible Action
Program sponsored by Abiquim – the Brazilian Chemical
Industry Association – which specifically applies
to chemical companies and their partners, to ensure
that recommendations with regard to safety, the environment
and product management, among others, are complied with.
Ultragaz is in the process of implementing an Environmental
Risk Management System, with a view to obtaining international
certification for this system, in accordance with ISO
14001 requirements.
Interest Rate Risk
Of Ultrapar’s total debt as at December 31, 2003,
30% was contracted in local currency (the Brazilian
real) and subject to variable interest rates, either
based on the TJLP (Long Term Interest Rate) or the IGP-M
(General Market Price Index). This risk is partially
offset by the level of interest-bearing deposits held,
which are remunerated at the CDI (Interbank Deposit
Certificate) rate. As well as the exposure resulting
from its existing loans, the company is subject to interest
rate volatility on any future issue of debt.
Ultrapar’s sound financial position, and its capacity
to generate cash, allows it to obtain loans at very
competitive rates. In January 2004, for example, Ultragaz
issued a Eurobond with a term of 18 months, at a cost
of 3.625% p.a., or exactly the same as the sovereign
rate, for the same period.
Exchange Rate Risk
Of Ultrapar’s total debt as at December 31, 2003,
70% was denominated either in US dollars or in a basket
of currencies. To manage the associated risks, the company
uses foreignexchange swap contracts. The company does
not carry out derivative market operations for speculative
purposes.
In addition to this, the prices of certain raw materials
and inputs used in production, such as LPG and ethylene,
are either fixed in the international market or indexed
to it, and so are subject to fluctuations in the dollar.
Of the net sales in 2003, practically 10% was derived
from exports, and therefore denominated in dollars.
Furthermore, a large proportion of Oxiteno’s revenue
in the domestic market is based on reference prices
established in the international market, and so dollar
based, thus mitigating some of the impact of exchange-rate
risk on the company’s results.
Risk of Customer Default
Ultrapar uses credit analysis and carries out credit
checks before accepting new customers, to reduce the
level of risk in its receivables portfolio.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
The declarations contained in this
investor relations website includes statements in relation
to Ultrapar plans, forecasts, expectations regarding
future events, strategies, and projections. These declarations
are forward-looking statements which involve risks and
uncertainties and which are therefore not guarantees
of future results. Words such as “believe”,
“expect”, “plan”, “strategy”,
“prospect”, “foresee”, estimate”,
“project”, “anticipate”, “can”
and similar words are intended to identify forward-looking
statements. The Company has made forward-looking statements
which cover, among other things, its:
| • |
strategy for marketing and operational expansion; |
| • |
capital expenditures forecasts; and |
| • |
development of additional sources of revenue. |
These forward-looking statements are
subject to risks and uncertainties, which could mean
that Ultrapar actual results and performance could differ
significantly from those anticipated and therefore the
reader of this website should not base his or her decisions
exclusively on these forecasts.
The risks and uncertainties include, but are not limited
to:
| • |
general economic and business
conditions, including the crude oil prices and
other commodities, refining margins and prevailing
foreign exchange rates; |
| • |
competition; |
| • |
ability to produce and
deliver products on a timely basis; |
| • |
ability to anticipate trends
in the liquefied petroleum gas, or LPG industry,
including changes in capacity and industry price
movements; |
| • |
changes in official regulations; |
| • |
receipt of official authorizations
and licenses; |
| • |
political, economic and
social events in Brazil; |
| • |
approval of Brazilian anti-trust
authorities of the Shell Gás acquisition; |
| • |
access to sources of financing
and Ultrapar level of debt; |
| • |
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Last update on December 10,
2004.
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