Brazil Securities Commission issues contingency guidance for offer registrations when the SRE system is unavailable

The Brazil Securities Commission (CVM), through its Securities Registration Superintendence (SRE), published Circular Letter CVM/SRE 2/2026 setting out how lead coordinators and, for tender offers, intermediary institutions should proceed with electronic registration requests for public offerings and tender offers when the SRE Offer Registration System is unavailable. The guidance covers (i) new automatic-rite public offerings of securities distribution (OPD) that use a pre-registration market phase, including bookbuilding, (ii) new automatic-rite OPD without a pre-registration market phase, where registration occurs upon submission, provided the start of distribution is scheduled for the date of the system outage, (iii) new ordinary-rite OPD applications and movement between phases in those applications, and (iv) both ordinary- and automatic-rite public tender offers for acquisition of shares (OPA). CVM defines “unavailability” as a CVM system or infrastructure failure that prevents access or submission for all or the large majority of users, as identified by its information technology teams, and treats the system as unavailable where the outage occurs during business hours and remains inoperative after 18:00.