Circular Letter CVM/SRE 02/2015

SECURITIES COMMISSION
SUPERINTENDENCY OF SECURITIES REGISTRATION
CIRCULAR LETTER NO. 02/2015/CVM/SRE
Rio de Janeiro, December 16, 2015

To the Directors of Intermediary Institutions and Issuers and Offerors in Public Distribution Offers with Restricted Efforts and Exempt from Registration

SUBJECT: CVM Instruction No. 476/2009, Annexes 7-A and 8; CVM Instruction No. 400/2003, Annex IX – Information on distribution offers with restricted efforts, offers with Exemption from Registration for a single indivisible lot and offers with Exemption from Registration for small enterprises and micro-enterprises – Information reception system on the CVM portal

Dear Director,

1. This Circular Letter aims to inform the aforementioned institutions about the procedures that must be observed when sending information with the operational entry, on the CVM portal, of the Information Reception System for distribution offers with restricted efforts, offers with Exemption from Registration for a single indivisible lot, and offers with Exemption from Registration for small enterprises and micro-enterprises, starting from December 17, 2015.

2. The information to be forwarded is required, in the case of distribution offers with restricted efforts, under the terms of art. 7-A and art. 8 of CVM Instruction No. 476/2009, in the form of Annexes 7-A and 8.

3. In the case of offers with Exemption from Registration for a single indivisible lot, the information is required under the terms of art. 5, §3 of CVM Instruction No. 400/2003.

4. In the case of offers with Exemption from Registration for micro-enterprises (ME) and small enterprises (EPP), the information is required under the terms of art. 5, §5 of CVM Instruction No. 400/2003, in the form of Annex IX.

5. The information must be provided by the leading intermediary institution of the offer. All institutions integrated into the securities distribution system already have authorization to send information using the master password of the institution in CVMWEB.

6. In offers with Exemption from Registration for micro-enterprises (ME) and small enterprises (EPP), if there is an exemption from the participation of Intermediary Institutions, the notifications must be sent on paper to CVM/SRE.

SECURITIES COMMISSION
SUPERINTENDENCY OF SECURITIES REGISTRATION

7. Access will be made through the CVM page (www.cvm.gov.br): Systems Center, Public Offers, Offers with Restricted Efforts and Exemptions from Art. 5 ICVM 400 / Sending Notifications (via CVMWeb).

8. Authorization for the use of the Public Offers System with Restricted Efforts may be delegated to: Systems Center / CVMWEB / Account Administration / Delegation of Tasks.

9. The deadlines for sending information are:

In Offers with Restricted Efforts:
a) The Initial Form must be sent within 5 (five) business days, counted from the first solicitation to potential investors; b) The Final Form must be sent within 5 (five) days, counted from the closing of the offer; c) If the public distribution offer with restricted efforts is not closed within 6 (six) months of its start, the Partial Form must be sent 180 days after the submission of the initial form. The remaining Partial Forms (if any) must be sent semi-annually.

In Single and Indivisible Lot Offers:
a) The Final Form must be sent within 5 (five) days of the closing of the offer.

In Offers by Micro-enterprise (ME) and Small Enterprise (EPP):
a) The notification of use of the registration exemption must be sent prior to the start of the offer.

10. Information sent with errors may be altered by the leading intermediary institution itself. Up to two alterations of each submitted form may be made. Only the last submitted form regarding each offer may be altered, that is, the form may only be altered while no subsequent form has been submitted.

11. From the operational entry of the reception system, all notifications must be forwarded exclusively through the system. It should be noted that, in offers with restricted efforts that are underway on this date, it will be necessary to send the initial form through the system, to enable the sending of partial or final forms.

12. Concomitant offers of more than one species, series, or class of securities must be reported separately, that is, as if they were distinct offers.

SECURITIES COMMISSION
SUPERINTENDENCY OF SECURITIES REGISTRATION

13. It is not possible to send the partial or final form without an initial form of this offer having been previously submitted.

14. It is not possible to send the partial form in an offer from which the final form has already been submitted.

15. The system user manual is available on the CVM page, after entering the access password, in the left-hand menu.

16. Support for external user information systems, as well as reporting errors on the CVM Portal (access difficulties on pages or links), is provided via the email suporteexterno@cvm.gov.br and the phone number 0800-770-3030, during business hours from 08:00 to 20:00 (Monday to Friday).

Sincerely,

(signed original)
DOV RAWET
Superintendent of Securities Registration