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Measure reduces the regulatory burden of such public offerings by providing for exemption from registration
The Securities and Exchange Commission (CVM) edits today, 10/14/2020, the CVM Resolution 8, which dispenses with the public offerings for the distribution of Letras Financeiras (LFs) and Guaranteed Real Estate Letters (LIGs) of the rites and expenses associated with the registration of a public offer with the CVM, as is already provided for in the Certificates of Operations Structured Structures (COEs).
The new regulation covers public offers for the distribution of LF, LIG and COE and revokes CVM Instruction 569.
The CVM opted to follow the distribution model foreseen for the COE, in order to simplify the regulation on public offers of LIG and LF, reducing the cost of compliance and providing greater legal certainty in the performance of the issuing institutions when they operate in the distribution of the titles.
“The fit of LIG and LF on the same COE distribution platform reaffirms CVM’s commitment to pay attention to the regulatory burden generated by its rules and the search for more efficient models to allow public fundraising without prejudice to the protection of market and informed and reflected investor decision ” – commented Marcelo Barbosa, President of CVM.
Main points of the standard
- Registration exemption for LF and LIG: issuers will be exempted from registration in the public offerings of LF and LIG, provided that they comply with the requirements set forth in the regulations, especially the delivery to the investor of the Essential Information Document (DIE) and obtaining the adhesion term and risk science attesting the receipt of the DIE and knowledge of the risks related to securities.
- Essential Information Document (DIE): new Essential Information Documents specific to LIG and LF are established – DIE-LF and DIE-LIG.
- Extinction of the Continuous Distribution Program (PDC): program provided for in CVM Instruction 400 will cease to exist.
- Simplification in the acquisition by professional investors: acquisition of LF and LIG by a professional investor will be exempted from the presentation of the respective DIE.
The CVM also improved the COE’s informational regime, based on the analysis of comments and suggestions presented by the participants in response to specific questions made in the notice.
“The information required from the institutions issuing the COE has been improved in order to mitigate information asymmetries in relation to investors and enable them to have better conditions to evaluate the expected result of the investment”, commented Francisco Santos, superintendent of market relations and intermediaries.
The Resolution takes effect on 1/2/2021.
This measure is necessary so that market participants can adapt their internal rules, improve procedures and develop systems and technologies necessary to meet the changes resulting from the new standard.