-45-
registered foreign capital within 30 days of the investment.
Moreover, NBM, MOIL, and MRC agreed to maintain the invested funds
in Brazil "for a period of twelve (12) years", which was the "period
to which funds relative to deposits made in 1986" were subject.
On April 10, 1987, NBM and MOIL instructed the Central Bank to
transfer $12,577,13629 of blocked deposits to the "name of MRC".
E. The Conversion Transaction
On April 14, 1987, IFC, NBM, MOIL, MRC, the Bank of Scotland,
and Balmoral executed a Share Purchase Agreement (Purchase
Agreement). In relevant part, the Purchase Agreement states as
follows:
Each of the Purchasers shall pay to the
Seller at the place and to the person or
account in Brazil designated by the Seller
the purchase price for the Relevant
Purchaser's Shares, equal to the Brazilian
Cruzado equivalent of US$12,500,000
without any deduction, setoff or
withholding whatsoever, obtained by
converting into Cruzados Brazilian
Sovereign Debt * * *
Under the Purchase Agreement, IFC was entitled to either the
immediate remittance in dollars in New York of $25 million or the
deposit of the sale proceeds in a dollar-denominated account
satisfactory to IFC at the Central Bank.
29 We note that $77,136 of the $12,577,136 was used to
pay legal expenses and the buy/sell foreign exchange rate
differential.
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