The changes in the rules of the B3 (Brasil, Bolsa, Balcão) segment called Novo Mercado, approved in June by listed companies, will now be submitted to the Brazilian Securities Commission (CVM) for approval. After this stage, companies will be notified of the final content of the regulation and the deadline for complying with the new rules.
As companies listed in Level 2 did not approve the changes, there will be a difference between the rules applicable to the two segments for the first time since they were created. It is not yet possible to assess the impacts, if any.
The outcome of the vote on the proposed changes to Level 2 and Novo Mercado regulations was announced by B3 on June 23rd. The changes were being discussed with listed companies in these segments and with market players since March, 2016.
The voting by the companies was divided into two parts. The first, called the basic regulation, proposed to amend, inter alia, the rules concerning:
- outstanding shares: the percentage of outstanding shares may be 25% of the share capital, as provided for in current regulations, or 15% of the share capital if the average daily trading volume of the company's shares remains equal to or higher than R$ 25 million when taking into account trades carried out in the last 12 months;
- dispersion of shares: exempts companies from using their best efforts to achieve share dispersion in public offerings with restricted placement efforts;
- composition of the board of directors: the board must have at least two independent directors or 20%, whichever is greater;
- public offerings of shares of pre-operating companies: should be directed only to qualified investors - trading among non-qualified investors may only occur when the company has net operating revenues;
- supervision and control: companies must create an auditing committee, whether or not provided for in the bylaws, and have their own internal audit department. They must also implement compliance, internal controls, and corporate risks functions, which cannot be combined with the company's operational activities;
- public offers for purchase of shares to exit the segment (OPA): must be approved by shareholders owning more than 1/3 of the outstanding shares, or a higher percentage if defined in the bylaws;
- corporate reorganization: if it involves companies that do not intend to apply for entry into the segment, the majority of the holders of the company's outstanding shares present at the general meeting must approve the proposed structure.
The second part contained specific rules regarding the assessment of the management, OPA in case of purchase of a substantial shareholding, preparation of a socio-environmental report, and a quorum increase to approve the exit from the segment from 1/3 to 50% of the outstanding shares.
Of the 131 companies listed on the Novo Mercado on March 15, 2017, 65 voted in favor of the basic regulation, 35 voted against, and 29 abstained. Accordingly, the basic regulation was approved. The specific rules, with the exception of those relating to the assessment of management, were rejected.
The situation was different with Level 2. Of the 19 companies listed there, 11 rejected the amendment to the basic regulation, and the specific rules were also rejected by more than 1/3 of the companies.