CMVM publishes understanding on the admissibility of SPACs (Special Purpose Acquisition Companies) in Portugal
5 April 2022
In this understanding, CMVM clarifies that it is admissible to list shares of companies with special acquisition purpose, the so-called SPACs on the national market. SPACs are vehicles without operational activity whose shares are admitted to trading with a view to incorporating other entities with operational activity (by merger, acquisition of shareholding or assets) within a short period of time.
Acknowledging the potential of SPACs in promoting and facilitating access to capital markets and seeking to clarify the terms in which this is compatible with the legal constraints on the admission to trading of companies without a financial record, the CMVM discloses its understanding of the conditions which must take place prior to the admission to trading of SPAC shares in Portugal. These conditions were defined taking into account the practice followed in reference markets, as a route to investing in new companies and also seeking to mitigate potential risks for investors.
We highlight the following within this framework of requirements:
- Ensure the protection of funds contributed by investors using mechanisms that ensure that they are essentially mobilised for the acquisition (or business combination) or for return to shareholders who wish to exercise their right to exit.
- Ensure that shareholders have exit rights. Investors must be provided with an exit mechanism that allows them to recover most of the amounts invested.
- That there is a time frame in line with the market practice for acquiring one or more operating companies.
- Ensure that partners are able to vote on the acquisition transaction. In this context, the availability of complete and clear information on the transaction should also be ensured, particularly as to the existence of conflicts of interest and possible sources of additional funding.
The CMVM considers that this type of transaction may cover retail investors (i.e., non-professional investors). When this is the case, additional requirements and recommendations should be taken into account for their protection, including the possibility of investing the proceeds from the issuance in only low risk and high liquidity instruments, the duty to provide the investor with audited historical financial information of companies with operational activity, the need to grant special exit rights and the possibility of establishing a minimum subscription amount.
Producers or distributors of shares, warrants or other securities issued by SPAC are expected to carefully assess products based on their complexity and risk level, with a view to defining the respective target market so as to determine whether they are suitable for retail customers.
The CMVM remains committed to promptly analysing prospectuses and addenda and in accepting the English language in prospectuses of public offers of national issuers to be approved by the CMVM.
Together with the other competent national authorities at ESMA level, CMVM has also sought to harmonise practices, namely in the scrutiny of SPAC prospectuses (as shown in the ESMA guidance available at https://www.esma.europa.eu/press-news/esma-news/esma-publishes-disclosure-and-investor-protection-guidance-spacs) and in monitoring its activity, in order to adapt future action to the developments that the form may take on and to ensure investor protection.