Cablegate: Brazilian Stock Exchange Ipo Largest in History

VZCZCXRO1247
PP RUEHRG
DE RUEHSO #0899/01 3120938
ZNR UUUUU ZZH
P 080938Z NOV 07
FM AMCONSUL SAO PAULO
TO RUEHC/SECSTATE WASHDC PRIORITY 7658
INFO RUEHBR/AMEMBASSY BRASILIA 8771
RUEHRG/AMCONSUL RECIFE 3867
RUEHRI/AMCONSUL RIO DE JANEIRO 8425
RUEHBU/AMEMBASSY BUENOS AIRES 2927
RUEHAC/AMEMBASSY ASUNCION 3163
RUEHME/AMEMBASSY MEXICO 0821
RUEHMN/AMEMBASSY MONTEVIDEO 2488
RUEHSG/AMEMBASSY SANTIAGO 2189
RUEHLP/AMEMBASSY LA PAZ 3547
RUCPDOC/USDOC WASHDC 2940
RUEATRS/DEPT OF TREASURY WASHDC
RHEHNSC/NSC WASHDC
RUEHC/DEPT OF LABOR WASHDC
RUEHRC/USDA FAS WASHDC 0706

UNCLAS SECTION 01 OF 03 SAO PAULO 000899

SIPDIS

SIPDIS

STATE FOR WHA/BSC, WHA/EPSC, EEB/IFD/OIA
STATE PASS USTR FOR KATE DUCKWORTH
STATE PASS FED BOARD OF GOVERNORS FOR ROBITAILLE
STATE PASS EXIMBANK
STATE PASS OPIC FOR DEMROSE, NRIVERA, CMERVENNE
NSC FOR TOMASULO
TREASURY FOR JHOEK
USDOC FOR 4332/ITA/MAC/WH/OLAC
USDOC ALSO FOR 3134/USFCS

E.O. 12958: N/A
TAGS: EFIN EINV ECON BR
SUBJECT: BRAZILIAN STOCK EXCHANGE IPO LARGEST IN HISTORY

REF: 06 SAO PAULO 970

Summary
-------
1. (U) The Brazilian Stock Exchange's (Bovespa) initial public
offering (IPO) last month was the largest in Brazil's history,
bringing in nearly USD 4 billion. Bovespa representatives told
Econoff that its IPO raised its international profile and increased
its worldwide credibility as a premier exchange. Bovespa spent more
than a year restructuring the company in preparation for what became
Brazil's 56th IPO in 2007. Bovespa's IPO was considered a secondary
IPO, meaning that the company didn't raise any new financing;
Bovespa's existing shareholders sold their shares to new buyers in a
public marketplace. The larger purpose of initial public offerings
in Brazil is to help improve corporate governance and disclosure.
Brazilian media are widely speculating that Brazil's Futures and
Commodities Exchange (BM&F) will be the next big IPO later this year
or early in 2008. Although the trend of IPOs in Brazil is generally
positive, some of Brazil's IPOs do not meet minimum U.S. investment
standards. End Summary.

Bovespa Largest Brazilian IPO in History
----------------------------------------
2. (U) On October 26, Brazil's stock exchange, the Bovespa, became
a publicly traded company by inaugurating itself as the 56th
Brazilian initial public offering (IPO) this year and the exchange's
largest IPO in its history. Bovespa is the largest equity market in
Latin America and the 5th largest in the world based on market
capitalization, worth about USD 14 billion, and behind only the
Chicago, Hong Kong, Frankfurt, and New York (NYSE) exchanges. The
IPO was successful by all accounts, with a high subscription rate
and a 52 percent price appreciation from its pre-offer level. In
total, Bovespa's IPO garnered USD 3.75 billion, about USD 1 billion
more than Redecard, a Brazilian financial services company, in its
IPO earlier this year.

3. (U) Press reports said that the demand for Bovespa's stock
spurred the largest trading volume registered to date, about half
for Bovespa's stock. Foreign investors purchased 80 percent of the
initial offering, and Bovespa's Listing and Issuers Development
Manager Wang Jiang Horng told Econoff that about half of the
exchange's daily foreign participation is by U.S. investors.

4. (U) Bovespa barred investors who had participated in Brazilian
IPOs between August and October and had sold 20 percent or more of
their shares on the first day of trading from participating in this
offering. This represents a new effort to prevent speculators from
driving down the opening day share price. Press reports indicated
the Brazilian securities exchange commission, Comissao de Valores
Mobiliarios (CVM), ruled the decision within the bounds of capital
market regulations and said that it could become an operating
standard.

5. (U) Company representatives told Econoff that Bovespa views its
IPO as a key strategic step toward becoming a premier exchange; the
IPO raised its international profile, strengthened its investor
base, and elevated corporate governance standards and transparency
in Brazil. The IPO also opens the door to international
partnerships and facilitates Bovespa's capacity to raise future
capital.

Part of a Larger Trend in IPOs
------------------------------
6. (U) Bovespa's Horng told Econoff that her team has been
overwhelmed with applications for Brazilian IPOs this year.
Bovespa's IPO was the 56th this year, and CVM has another 31
currently under review. Last year there were 26 IPOs, and nine and
seven in 2005 and 2004, respectively, but only six between 1995 and

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2004. Before 2002, investors were uninterested in Brazilian IPOs
because of structural barriers and a lack of confidence in the
Brazilian stock market. However, in 2000 Bovespa introduced the
Novo Mercado (New Market), Brazil's newest exchange tier with the
most stringent corporate governance requirements, to encourage
investment (reftel).

7. (U) To "go public", traditionally private family companies in
Brazil must undergo drastic changes, including bringing in new
management and investors, and developing the legal and accounting
frameworks necessary to apply to the CVM and Bovespa for
consideration. Bovespa Holding, for example, spent a year and a
half preparing for its IPO. Horng told Econoff that the CVM and
Bovespa have 30 days to provide comments and mandatory
recommendations on a company's initial IPO application. After that
companies have five days to comply with their recommendations. From
there, a company goes on a "road show" to market itself to investors
worldwide for another two to three weeks.

Brazilian Market Differences
----------------------------
8. (U) Brazilian IPOs can be primary or secondary market offerings.
Primary offerings are similar to IPOs in the U.S., however, in
secondary offerings, including Bovespa's own IPO, no new net
financing is raised because no new shares are sold. Existing
shareholders profit from the IPO by selling to new buyers, while the
company itself does not profit from the offering.

Pushing Corporate Governance
----------------------------
9. (U) The growth in IPOs has encouraged better corporate
governance within Brazil's financial market, as investors push
companies by considering corporate governance in their company
valuations. As part of a broader effort by Brazilian authorities to
professionalize the exchange, companies pursuing IPOs are required
to justify to CVM and Bovespa when they choose not to list under the
tougher Novo Mercado standards. The Novo Mercado has been the main
driver for improving Bovespa's credibility, and 70 percent of IPOs
in 2007 have listed on the Novo Mercado. (Note: Of Bovespa's four
exchange tiers, three have disclosure standards. End Note.)

10. (U) Brazilian pension funds are increasing their exposure to
equity, which should increase Bovespa's yearly volume by USD 10 to
13 billion over the next three years. Bovespa is developing Bovespa
Mais, a new market segment that will bring small and medium firms to
market. (Note: "Mais" means "more" in Portuguese. Ninety percent
of Brazilian companies are small or medium enterprises based on
sales revenues. End Note.) Bovespa first launched the idea more
than a year ago, but has been awaiting CVM regulatory approval.

11. (U) Market insiders expect the next high-profile IPO to be
Brazil's Futures and Commodities Exchange (BM&F). Earlier this
month, the Chicago Mercantile Exchange Group (CME) signed a letter
of intent to purchase 10 percent of BM&F's stock in exchange for two
percent of CME.

Comment
-------
12. (U) Bovespa's IPO was hugely successful and should be viewed as
signal of the sustained interest in Brazilian financial assets.
Brazilian IPOs have generally high subscription rates and
international financial markets appear to welcome the continued
trend. IPOs are helping reduce the concentration of family-owned
companies in Brazil, but should be evaluated with caution, as the
lower market tiers do not meet U.S. disclosure requirements. End
Comment.

13. (U) This cable has been cleared by Embassy Brasilia.

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