Nubank to Delist from Brazil’s B3 Stock Exchange

Shareholders may opt to migrate to receive either Level I BDRs or Class A shares on the New York Stock Exchange

Nubank's headquarters in São Paulo. The Brazilian neobank will only be listed on the New York Stock Exchange, according to its plans announced September 15.
September 15, 2022 | 06:10 PM

Bloomberg Línea — Nine months after its debut on the Brazilian stock exchange, B3, Nubank (NU) announced to the market on Thursday that it will restructure its Brazilian Depositary Receipts (BDRs) program with the conversion from Level III to I, meaning the company will no longer be listed on B3, and will only be listed on the New York Stock Exchange (NYSE).

Nubank said in a statement to the market that it decided because it plans to increase efficiency and minimize the impacts of having a company listed in more than one jurisdiction.

In May, Nubank debuted in Colombia’s stock market through brokerage Acciones y Valores, which sponsors the fintech’s role in the country, offering local investors a marketplace to buy receipts of shares listed on foreign exchanges without having to open accounts at brokerages in the United States.

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In Thursday’s statement, Nubank did not say whether there will be any changes in the Colombian market.

Nubank said it distributed an additional 800,000 BDRs on B3 during its IPO in December 2021, not counting about 7.5 million customers at the time who received at least one BDR through its membership program.

What changes for investors?

With the change, Nubank shareholders in Brazil with Level III BDRs will have the following alternatives:

  • Migrate to receive Level I BDRs on a 1-to-1 ratio;
  • If investors have at least six Level III BDRs, they can exchange them for NYSE-traded Class A common shares, at a ratio of 1/6 BDR for each share, as long as they have an active account with a brokerage house in the United States
  • Sell the Level III BDRs on the market

Level III BDR issuers are required to disclose financial results in Brazilian reais, but there are fewer regulatory requirements in general, given that the company is no longer listed in Brazil.

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The Level III BDR traded with the ticker NUBR33 is down 46% since debuting in December 2021.

Nubank will still apply to deregister as a foreign issuer in Brazil.

The restructuring needs to be approved by Brazil’s Securities and Exchange Commission (CVM) and B3, according to the statement.

- With information from Bloomberg News

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