The Brazilian Association of Financial and Capital Market Entities (“Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais” – “ANBIMA”) exercises, among other functions, the activity of self-regulation and supervision of the Brazilian capital market.
Following the conclusion of a public hearing on the proposal to change “ANBIMA’s” Code of Self-Regulation and Best Practices for Structuring and Coordination of Public Offerings for Distribution and Acquisition of Securities (“Code”), “ANBIMA” made available the final wording of the new Code.
In summary, new provisions applicable to public offerings of simple debentures, made with restricted distribution efforts, pursuant to “CVM Instruction 476”, of January 2009 “Restricted Debentures Offers” were included.
“Restricted Debentures Offers” will be subject to registration before “ANBIMA”, which must be requested within 15 days from the date of the closing statement of the “Restricted Debentures Offers”.
“Debentures Summary” – in order to standardize the information that is made available to investors, “ANBIMA” has established a “Summary of Debentures”, a mandatory drafting document that should contain the main characteristics and information on the offer, including the indication of any and all relevant risk factors.
This Summary shall be submitted to “ANBIMA” together with the request for registration of the restricted offer in question.
In addition, the coordinators of the “Restricted Debentures Offers” shall inform “ANBIMA” if they have a legal opinion prepared by attorneys to advise them on the consistency of the information provided in the Debenture Summary.
The new wording of the Code will come into force on June 3rd, 2019 and will apply to all “Restricted Debentures Offers” whose initial notice is sent to the “CVM” after that date.
The amendments seek to bring greater security and transparency to investors who participate in “Restricted Debentures Offers” and to the Brazilian capital market in general.