The Brazilian Securities and Exchange Commission (CVM) released, on 02.27.2019, the Circular-Official CVM/SRE No. 02/19, providing guidance to securities offerors and distributors on certain rules governing public offerings of securities, in accordance with the latest understandings of the CVM.
Among the main new features, we highlight:
(i) possibility of private distribution of quotas of closed-end investment funds that invest in securities (which includes FIP and excludes FIDC). In the specific case of real estate investment funds (FII), the private offering will only be admitted as of the second issue of shares;
(ii) the possibility of granting the registration for public offering during the "blackout period" (the 16 days prior to the disclosure of periodic information of the issuer);
(iii) possibility of changes in the conditions and documents of public offerings with preliminary prospectus, provided that: (a) they are made prior to the granting of registration; (b) they fully comply with article 27 of CVM Instruction 400; and (c) revocation of acceptance by the investor is possible, if there has been a procedure for receipt of reservations.
In addition, the Official Letter updates the guidelines for the preparation of a prospectus, especially for FIPs and FIIs.
Another important clarification refers to offerings with restricted efforts, pursuant to Instruction 476. In this regard, CVM clarified that restricted effort offerings that were in progress as of August 24, 2018 must be closed within 24 months from that date, i.e., by August 24, 2020.
To access the full Circular Letter CVM/SRE No. 02/19, click here.
Barcellos Tucunduva Advogados remains at your disposal to clarify any doubts and to provide advice related to the matter.
