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BOVESPA on February 13, 2008 lauched BOVESPA MAIS, a BOVESPA's special listing segment for companies commited to gradually adopt good practices of corporate governance. Nutriplant S.A., a pioneer company in the development and production of soil micronutrients in Brazil, had its initial offering of R$ 20.7 million in stocks and was the first company to list in the segment.
THE STOCK MARKET GETS CLOSER TO BRAZILIAN COMPANIES
BOVESPA has developed BOVESPA MAIS for the purpose of making the stock market a capital raising alternative for a greater number of companies, being it a small or medium business company or having it lower volume and more concentrated offerings than those seen on listed companies. Similar to Novo Mercado, the new segment has also adopted good practices of corporate governance as one of its main pillars for the listed companies. It is a distinctive listing segment of the organized over-the-counter market, managed by BOVESPA and regulated by the Brazilian Securities and Exchange Commission - CVM (according to CVM Instruction 243/1996).
BOVESPA MAIS, which has been developed to provide access of small and medium size companies to the market, does not exclude larger scale companies interested in this listing segment; there are no restrictions based on income parameters, net worth or size of the offering.
The expectation is that companies listed in this segment - and which are committed to develop themselves on the capital market through the implementation of good corporate governance practices and a proactive conduct to increase visibility and liquidity - will trigger the interest of investors looking for medium and long term returns and who are concerned that the potential return outweighs the need for immediate liquidity.
Listing Requirements
BOVESPA MAIS listing requirements are similar to those of the Novo Mercado, the strictest corporate governance segment of BOVESPA. Therefore, the companies listed on it can issue only voting shares - ordinary shares - after entering the segment. The preferred shares that the company may eventually have at the time of listing will not be allowed to be traded, and the bylaws must permit their conversion into common shares. The investors holding ordinary shares are entitled to tag along rights (extension of the same terms acquired by the controlling stake) in the event of any disposal of control.
Other requirements include:
- public offering of shares held at least at the economic value, in the event that the company goes private or if the company delists from the segment, except if this occurs due to migration to the Novo Mercado;
- adhesion to the Market Arbitration Panel to settle conflicts and;
- the establishment of a board of directors with a combined mandate of at most two years.
The corporate governance obligations also require the disclosure of supplemental information quarterly consolidated cash flows and ownership of the company´s shares by the management and the controlling shareholders in the Quarterly Information Reports (ITR), Standardized Financial Statements (DFP) and Annual Information Report (IAN). The companies must also disclose related parties transactions, stock trading by controlling stockholders and an annual calendar of corporate events. Supplementary information can be forwarded and disclosed through the Internet, dispensing publication in newspapers.
The shares of companies listed on BOVESPA MAIS are traded in BOVESPA's electronic trading system - the Mega Bolsa - and trades are carried out through predetermined calls or in the continuous trading session for the securities of companies with sufficient liquidity or hiring a market maker. In the event of calls, the number of calls can increase according to the share liquidity increase.
