BEE4 Classic

The company goes public to issue debt securities, such as debentures or commercial notes, or shares, following a path that is closer to the traditional capital markets model.

Features

TYPE OF OFFER

Debt offering, choosing between commercial notes or debentures, and equity offering.

CVM REGISTRATION CATEGORY

A (equity and debt) or B (debt).

AUDIENCE

General investors.

KEY FEATURES

Requires an offering coordinator, a distributor, and the FÁCIL Form.

PROCEDURE

Filing of the process with BEE4 for prior review and automatic registration of the offering with the CVM.

Listing steps

1

Issuer Listing Application

Must be signed by the Investor Relations Officer (IRO), indicating the intended registration category with the CVM.

2

Listing approval document

The listing application must be formally approved through the minutes of a shareholders’ meeting or a corporate act.

3

Appointment of an Investor Relations Officer (IRO)

Appointed through a corporate act, this officer will be responsible for providing information to the market, the CVM, and BEE4, and will represent the company before investors and regulators.

4

Articles of association approval document

The consolidated and updated articles of association must be formally approved by the shareholders and, when applicable, depending on the issuer’s business sector, prior approval or ratification by the competent regulatory authority will also be required.

5

FÁCIL Form

The FÁCIL Form must be completed in accordance with CVM Resolution No. 232, indicating the intended registration category.

6

Registration form

Completion of the issuer’s registration information in accordance with CVM Resolution No. 80.

7

Audited financial statements

The audited financial statements, without a modified opinion, must be prepared in accordance with Law No. 6,404/1976 and CVM rules, referring to the latest fiscal year or, when applicable, the most recent date that adequately reflects the issuer’s financial position, subject to the applicable regulatory deadlines.

8

Quarterly Information Form - ITR or Semiannual Information Form - ISEM, Company information

Related to the required reporting periods, provided that more than 60 days have passed since the end of the quarter or half-year, as applicable.

9

Shareholders’ agreements

Copy of shareholders’ agreements, or other corporate agreements, if any, filed by the issuer.

10

Regulatory Exemptions Form

Document detailing the exemptions selected by the issuer, in accordance with the template provided in BEE4’s Circular Letter.

11

Agreement Granting Access Rights

Document enabling access rights as an issuer, duly signed with BEE4.

Understand the difference between the types of registration

To access the capital markets, the company must choose which type of issuer registration it will apply for under the two CVM categories:

Category A:

allows the company to issue debt securities, such as debentures and/or commercial notes, as well as shares.

Category B:

allows only the issuance of debt securities, such as debentures and/or commercial notes, but does not authorize the issuance of shares.

Document checklist

Under this model, the company must submit the following documents:

Offering Documents Federal Payment Slip (GRU) and proof of payment of the CVM supervisory fee;
Offering Documents Deed or instrument of issuance of the securities, in the case of issuance of debt securities;
Offering Documents Minutes of the corporate resolution approving the issuance of the securities;
Offering Documents FÁCIL Form, in accordance with CVM Resolution No. 232, or Prospectus, in accordance with CVM Resolution No. 160, together with the individual statements of the President and the Investor Relations Officer, or the Offeror’s statement when the Offeror is different from the Issuer, in accordance with the information required by the applicable regulation;
Offering Documents Asset characteristics and deposit files, according to the type of security offered, whether debt or shares, in accordance with the templates made available by BEE4;
Offering Documents Issuer’s statement that its issuer registration is up to date and that the information contained in the offering is true and accurate. The Offering Coordinator’s statement must also be submitted.
Offering Documents Statement signed by the statutory officer of the trustee, when applicable, certifying the absence of any conflict of interest that would prevent the exercise of the role.
Offering Documents Notice to the market and offering opening and closing announcements.

What happens after listing

After listing on BEE4, your company’s compliance routine will be simplified compared to the traditional market, but it will require discipline.

FINANCIAL REPORTS

Periodic disclosure of annual audited financial statements and semiannual information reviewed by an independent auditor.

MATERIAL FACTS

Whenever events or situations occur that are classified as Material Facts, they must be disclosed to the market in accordance with CVM Resolution No. 44.

ISSUER INFORMATION

Corporate and registration information, as well as the FÁCIL Form, must be made available annually and updated whenever there are relevant changes.