Nubank will restructure its Brazilian BDR program to increase efficiency and scalability
The process is subject to regulatory approvals and was designed to ensure a phased and transparent transition, with flexible options for all investors, including NuSócios
Sep 15 , 2022
São Paulo, September 15, 2022 – Nubank, one of the world’s largest digital banking platforms, announced today a plan to implement a phased restructure of its Brazilian Depositary Receipt (BDR) program from Level III to Level I, in order to pursue increased efficiency and continue to build long-term value for investors and customers. The project was announced to the market today and will begin after approvals from CVM and B3.
With this change, the company’s BDRs will continue to be available to trade in the Brazilian stock market, and will continue to represent ⅙ of a NU stock listed in the US. The company continues to be listed on New York Stock Exchange (NYSE), guaranteeing access to the world’s largest capital market and complying with regulatory oversight by the U.S. Securities and Exchange Commission (SEC), which enforces the highest global standards. Concurrently, Nu will request cancellation of its foreign issuer registration in Brazil with CVM.
“Nu aims to maximize efficiency and scalability by reducing unnecessary duplicate workloads in regulatory requirements, which consume considerable resources. Our focus is to improve processes, productivity and scalability to deliver growth and value for all of our stakeholders”, said Cristina Junqueira, co-founder and CEO of NuBrazil.
Top global technology companies – Google, Tesla, Facebook, among others – are registered with the SEC and trade in Brazil via BDRs Level I. To support symmetry between the information publicly available for both markets, Nu commits to continuing with the translation of all SEC-filed documents to Portuguese. All documents are available at www.investors.nu (ENG) and www.investidores.nu (POR).
In the coming period, after approval by local authorities, Nu will communicate more details of the phased process. Overall, current BDR investors will have three options: (i) exchange their BDR III for BDR I, (ii) sell their BDRs, or (iii) exchange their BDRs for the equivalent number of class A shares on the NYSE, if they are investors with trading accounts in the US.
True to its core value of customer centricity, Nu planned its IPO last year in an ambitious and unprecedented way: a simultaneous dual listing in the New York Stock Exchange (NYSE) and B3. This allowed the company to launch NuSócios, a program to grant customers a “pedacinho” of the company, free of cost, at the time of its IPO, offer a free financial education program – and democratize stock market investments in Brazil.
“We succeeded in creating one of the largest financial inclusion initiatives in the history of Brazil: more than 7.5 million people became stock market investors. In the last year, our plan challenged us to overcome the engineering, financial and legal complexities of a dual listing, but it was totally worth it to include our customers at the starting line of our ambitious long-term plan,” said Cristina Junqueira.
Along with other BDR investors, NuSócios will also be able to choose between converting or selling their BDRs, ahead of the end of the specific lock-up period of the program. Nu will provide easy, transparent, step-by-step information in-app and in the Nubank Blog, according to the appropriate timeline.
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