Circular Letter CVM/SRE 01/24

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – CEP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – CEP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Circular Letter No. 1/2024/CVM/SRE Rio de Janeiro, January 22, 2024. Subject: Expiration of registrations in the SRE System - new guidelines on procedures to be observed by coordinators in applications for automatic registration of public distribution offers of securities - CVM Resolution No. 160/2022. Dear Director,

1. This Circular Letter complements previous Circular Letters No. 3/2022-CVM/SRE (Circular Letter CVM/SRE 03/22), No. 1/2023-CVM/SRE (Circular Letter CVM/SRE 01/23), No. 2/2023-CVM/SRE (Circular Letter CVM/SRE 02/23), No. 3/2023-CVM-SRE (Circular Letter CVM/SRE 03/23), No. 7/2023/CVM/SRE (Circular Letter CVM/SRE 07/23), No. 8/2023/CVM/SRE (Circular Letter CVM/SRE 08/23) and No. 9/2023/CVM/SRE (Circular Letter CVM/SRE 09/23), and should be read together with those documents, for purposes of clarification regarding the registration of public distribution offers of securities that follow the automatic registration procedure, provided for in art. 26 of CVM Resolution No. 160/22 (“RCVM 160” or “CVM Resolution 160”), carried out through the SRE System.

2. In particular, this Circular Letter contains guidelines for lead coordinators regarding the expiration of public offer registrations, as provided for in art. 47 of RCVM 160 [1]. Additionally, it alerts and informs about the existence of several public offers registered in the SRE System for more than 90 (ninety) days, without the publication of a Start Announcement in said system, and therefore such registrations have already expired.

Expired Registrations

3. We have detected in our SRE public offer registration system several offers that obtained automatic registration more than 90 (ninety) days ago and whose Start Announcements were not published in this system, within the maximum period stipulated in art. 47 and in the manner provided for in art. 13 [2], both of CVM Resolution 160. We attach to this Circular Letter the list of registrations that are already expired and those that are about to expire in the next 10 (ten) days - Annex I. Annex I also informs about the Lead Coordinators associated with each registration. In addition to this disclosure, the aforementioned list is being sent on this same date to all Lead Coordinators who have registrations already expired or about to expire.

4. It is important to emphasize that in the case of offers without a Market Notice provision, the registration for the distribution of securities expires if the Distribution Start Announcement and the Final Prospectus are not published within 90 (ninety) days after the approval of the registration, as provided for in art. 47 of RCVM 160. It should be noted that for registrations that include a Market Notice (all "bookbuilding" applications), the expiration period is reduced to 2 (two) business days.

5. In this sense, we inform you that regarding the registrations in Annex I already expired, the SRE will, within 5 (five) business days counted from the publication of this Circular Letter, i.e., until 01/29/2024, change their status in the SRE System to "Expired Registration".

6. If during this period the Lead Coordinator presents evidence to the CVM that the offers effectively began, with the Start Announcement having been published in the other locations provided for in art. 13 of CVM Resolution 160, it is sufficient to insert the corresponding Start Announcement and the Final Prospectus, if applicable, into the SRE System to avoid the expiration of the registration. The insertion of the Start Announcement in the SRE avoids the alteration of the registration status to "Expired Registration", but does not exclude the determination of liability of the Lead Coordinator for non-compliance with art. 13 of CVM Resolution 160.

7. We highlight that carrying out a distribution or any sales effort with an expired registration (expiration of the period in art. 47) constitutes a violation of art. 4 [3] of CVM Resolution 160, considered serious under art. 96 [4] of the same Resolution, even if the SRE System does not indicate the registration status as "Expired Registration".

Automated routine in the SRE System for registration expiration

8. We inform that starting from 01/29/2024, the SRE System will have an automated routine that will change, at the end of each day, to "Expired Registration", the status of all registrations that have reached the period provided for in art. 47 of CVM Resolution 160 without the publication of the Start Announcement in this system.

9. In this sense, we highlight that it is the responsibility of the Lead Coordinator to observe the periods provided for in CVM Resolution 160, avoiding, if necessary, the expiration of the registrations, remembering that once the registration has expired, there is no provision for utilizing the application or the inspection fee for the same or a new offer.

10. We also highlight that the status "Expired Registration" prevents changes in the SRE System by both the Lead Coordinator and CVM analysts, and such state cannot be reversed after its implementation, so we ask special attention from Lead Coordinators regarding this point, to avoid future troubles and damages to the smooth progress of the offers.

11. Finally, it should be observed that the natural expiration of registrations, that is, that resulting from the conscious choice of the offerors not to start the distribution for various reasons, is a condition provided for in CVM Resolution 160 and does not constitute a violation of the rule.

Support Contact

12. We reiterate the guidance that inquiries regarding the SRE - Offer Registration System should be directed exclusively to the email suporte-sistemasre@cvm.gov.br. Only electronic messages directed to this address will be answered, and it is not necessary to send a copy to any other address.

Sincerely,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

ANNEXES:
Annex 1 - List of public offer registrations already expired on this date or about to expire in the next 10 (ten) days.

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[1] Art. 47. The registration for the distribution of securities expires if the distribution start announcement and the final prospectus are not published within 90 (ninety) days after the approval of the registration.
Sole paragraph. In the case of offers that use a preliminary prospectus, the distribution start announcement must be published within 2 (two) business days after the granting of the registration.(we underline) [2] Art. 13. The disclosures required by this Resolution, including the preliminary prospectus, when applicable, and the final prospectus, must be made, prominently and without access restrictions, on the page of the worldwide computer network:
I – of the offeror;
II – of the investment fund whose shares are being offered, when applicable; III – of the institutions participating in the distribution consortium, with reference to the page of the lead coordinator containing the disclosures in the case of participants that are not coordinators being accepted; IV – of the entities administering organized markets for securities in which the issuer's securities are admitted to trading, when applicable; and V – of the CVM. (we underline) [3] Art. 4º Any public distribution offer of securities, whose recipients are investors resident, domiciled or incorporated in Brazil, must be submitted previously to registration or subject to exemption before the CVM in accordance with this Resolution, observing the provisions of the sole paragraph of art. 1 and art. 43. (we underline) [4] Art. 96. A serious violation, for the purposes of § 3 of art. 11 of Law No. 6,385, of 1976, without prejudice to the fine provided for in § 1 of the same article, is the public offer:
I – carried out without prior registration or exemption from the CVM; II – carried out through an automatic registration procedure without compliance with the conditions imposed by this Resolution; III – that is being processed under conditions different from those stated in the registration or that fail to observe conditions stated in the registration that remain valid even after the offer has ended; and IV – carried out in disregard of the provisions of arts. 4, 5, 6, §§ 2 and 4, 7, 9, 11 to 13, 16, 17, caput, items I to VII, §§ 4, 6, and 8, 18 to 22, 23, §§ 2 to 4, 24, caput, §§ 1 and 3, 27, §§ 6 and 8, 35, caput, 45, 49, sole paragraph, 50, 51, 53, 54, 56, 57, §§ 2 to 4, 58, 59, 60, 61, caput, 62, 63, 64, 65, 68, 69, 71, 73, caput and §§ 1 and 3, 77, sole paragraph, 78, 80, 83, 84, 86, 88 and 89. (we underline)

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 01/22/2024, at 13:05, based on art. 6 of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be checked on the site https://super.cvm.gov.br/conferir_autenticidade, informing the verification code 1962466 and the CRC code B205B1B6.
This document's authenticity can be verified by accessing https://super.cvm.gov.br/conferir_autenticidade, and typing the "Verification Code" 1962466 and the "CRC Code" B205B1B6.
Reference: Process No. SRE Circular Letters 2024 SEI Document No. 1962466