On Oct. 29, 2024, BRZ CVM published Resolution 216 and Resolution 215 re the issuance of public share acquisition offers and the introduction of simpler procedures.
Resolution 216 covers specific changes to harmonize rules with Resolution 215.
Resolution 215 set new regulatory regime for the OPA, replacing Resolution 85.
These Resolutions are a result of Public Hearing 05/23, re public share acquisition.
The main innovations include takeover bid for increased shareholding; differentiated quorum; hypotheses for automatic exemption from the appraisal report; OPA auction.
Additionally, intermediary functions; registration rites, and confidential inquiries.
Resolutions 216 and 215 shall come into force on Jul. 1, 2025.
BRZ CVM launched consultation on proposal for new rules for public takeover offers.
New rules revoke Resolution 85 and amend, on a specific basis, Resolution 77.
Draft A Proposal
Introduces revision of several points of the standard including consolidation and incorporation of precedents, as well as incorporating a series of innovations.
Seeks to promote changes and improvements to the rule that regulates public takeover offers (OPAs) since 2002, seeking to make the OPA procedure simpler.
Maintains design and much of the content of CVM Instruction 361, revoked without change in merit by CVM Resolution 85, with the introduction of relevant changes.
Revision preserves the essence of CVM Resolution 85, while incorporating significant changes to simplify and speed up public offerings for the acquisition of shares.
Highlights of relevant changes include new criteria for the OPA due to increased participation, creation of a differentiated quorum for the OPA to cancel registration.
Also provision for automatic exemptions from auction, preparation of valuation report.
Would allow the ability to divide the functions currently performed by the intermediary.
Separating the guarantee obligation from other activities, and providing alternatives.
Submission of non-mandatory (optional) OPAs for registration under automatic rite.
Opens up the possibility of a quorum calculation of adhesion to a previous OPA and adhesion to a concomitant OPA abroad, subject to the established conditions.
Inclusion of a procedure for sending confidential consultations on a specific case.
Draft B Proposal
Adjusts Resolution 77; clarifies a ban on repurchase of shares of own issue during takeover period not cover cases in which OPA is formulated by the company itself.
Provides for a negotiation of securities and acquisition of self-issue debentures.
Consultation
Suggestions and comments on the consultation will be accepted until Mar. 7, 2024.
On Mar. 2024, BRZ Anbima released comments in response to proposal see #204054.
Oct. 29, 2024 BRZ CVM Regulatory Update
On Oct. 29, 2024, BRZ CVM published Resolution 216 and Resolution 215 re the issuance of public share acquisition offers and the introduction of simpler procedures.
Resolution 216 covers specific changes to harmonize rules with Resolution 215.
Resolution 215 set new regulatory regime for the OPA, replacing Resolution 85.
These Resolutions are a result of Public Hearing 05/23, re public share acquisition.
The main innovations include takeover bid for increased shareholding; differentiated quorum; hypotheses for automatic exemption from the appraisal report; OPA auction.
Additionally, intermediary functions; registration rites, and confidential inquiries.
Resolutions 216 and 215 shall come into force on Jul. 1, 2025.
Regulators
BRZ CVM
Entity Types
B/D; Corp
Reference
PR, Res 216, Res 215, 10/29/2024; PR, CP SDM 05/23, 12/6/2023
