On August 23, 2018, the Brazilian Securities and Exchange CommissionComissão de Valores Mobiliários – “CVM”) published the Instruction CVM No. 601“ICVM 601”), that amended the Instructions CVM No. 400 and No. 476, which rule public offerings and public offerings with restricted efforts, respectively“ICVM 400” e “ICVM 476”).
Among the changes brought by ICVM 601, we highlight the following:
- Permission to carry out price stabilization services under public offerings with restricted efforts, linked to the exercise of green shoe up to a limit of 15% of the initial offer;
- Restriction on the use of the green shoe carried out under ICVM 400 exclusively for price stabilization, prohibiting the practice usually performed by the market to use the supplementary lot as a way to meet the excess of demand of public offerings;
- 90-day lock-up exemption for certain debt securities, such as non-convertible debentures and promissory notes, acquired by the intermediary institution due to the exercise of a firm guarantee in public offerings with restricted efforts under ICVM 476;
- Prohibition of launching a new public offering of the same securities type and of the same issuer within a period of 4four) months also in the case of cancellation of the first offering, and not only for the successful closing of the first offering, with some exceptions; and
- The need for disclosure by the issuer of its audited financial statements of the last three3) fiscal years prior to the beginning of the offering.
In addition to these changes, the CVM also included in the regulation the liability of the managers of the issuer, offeror and lead financial institution in the event of breach of the obligations imposed by ICVM 476, which reinforces the effectiveness of the authority in supervising and sanctioning acts carried out in the context of public offerings with restricted efforts.
Candido Martins is available for any clarification.