The CNV approved the public offering regime with automatic authorization: the points of the rule

With the objective of boosting the placement of negotiable securities, the standard incorporates TWO (2) special regimes applicable to the offering of securities negotiable, within the framework of global programs and/or through the issuance of series or classes individuals, which due to their low or medium impact can be andtotal or partial exemptions from obligations and requirements under the public offer regime and be considered; public offers with automatic authorization from the CNV.

Roberto E. Silva, president of the CNV, highlighted that “after listening to the contributions coming from the public consultation and within the framework of the deregulation promoted by the National Government, we have issued this final rule that simplifies two regimes and opens new opportunities for “Companies that take their first steps in the capital market, facilitating issuance when it involves moderate amounts.”

How the new CNV rule will be applied

These low and medium impact regimes will be initially limited to the Negotiable Obligations (ONs) issued under Law No. 23,576, including securities short-term that are issued in the form of ONs; except those that are convertible into shares.

A Special Regime for Public Offers with Automatic Authorization for the Auction of Negotiable Securities is also regulated. Issuers will be able to access the Public Offer Regime with Automatic Authorization either for its Low or Medium Impact, when the issues meet certain requirements regarding the maximum amount of the offer, which are initially established with reduced limits regarding the amounts. offered.

In this sense, sand provides for an amount of up to ONE MILLION (1,000,000) UVAs for the Public Offer Regime with Automatic Authorization due to its Low Impact, without the need to present prospectuses and other documents or obtain authorization prior approval of the CNV by simply making a notification to the CNV according to the model specified in the Standard.

What are the limits for automatic medium impact authorization?

For the Public Offer Regime with Automatic Authorization for Medium Impact, the limit will be up to SEVEN MILLION (7,000,000) UVAs, and will require an entry procedure into the regime with fewer requirements, complying with specific information obligations to adequately protect the investors.

Issuers that use these special regimes described must comply with transparency obligations. Issuers must disseminate information regarding the placement, including appropriate warnings, and must have available documentation that justifies placement efforts to enjoy tax benefits. Furthermore, the subsequent information regime will be simplified, with SME Guaranteed ONs issuers being exempt from corporate control.

In both regimes, both the cPrimary placement and secondary trading must be exclusively to qualified investors.

However, the deregulation contained in the project, and the mandatory warnings that issuers must include, the CNV confirms that the powers of supervision and protection of investors are maintained.