Circular Letter CVM/SRE 02/2020

SECURITIES AND EXCHANGE COMMISSION
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Circular Letter No. 2/2020-CVM/SRE
Rio de Janeiro, March 13, 2020.
Subject: Effects of Coronavirus on Registered Public Offerings.

Gentlemen,

1. The Securities and Exchange Commission has been closely monitoring the impacts of the coronavirus on global capital markets and, in particular, on the Brazilian market. In the specific case of the SRE (Superintendence of Securities Registration), verifying the possibility of direct impact on ongoing public offerings of securities, the following guidance is considered relevant.

2. The current context falls under the hypothesis provided for in Article 25 of CVM Instruction No. 400/03 (“ICVM 400”), constituting a substantial, subsequent, and unforeseeable change in the factual circumstances existing at the time of the presentation of the registration request for distribution.

3. In this sense, on an exceptional basis, for public distribution offerings already registered as of this date, requests for modification related exclusively to the deterioration and volatility of the investment scenario and duly substantiated, will be considered automatically approved by the SRE with the granting of an extension of the distribution deadline by an additional 90 days, based on §2 of the cited Article 25, such modifications being immediately implementable upon submission of the modified documentation to the SRE and disclosure of a notice to the market.

4. It is important to note that the procedure provided for in Article 27 of ICVM 400 must be observed, so that issuers must offer investors who have already adhered to the offering the possibility of withdrawal, within a period of 5 days counted from the receipt of the communication regarding the modification, and safeguard that new investors are aware of the modification of the offering, notably through the acceptance document.

5. The procedure provided for in this Circular Letter may only be used for requests filed within a period of 30 (thirty) calendar days from this date.

6. Finally, we inform that it continues to be possible to follow the ordinary procedure provided for in Article 25 of ICVM 400 regarding requests for modification of the offering.

Sincerely,

LUIS MIGUEL R. SONO
Superintendent of Securities Registration

Document electronically signed by Luis Miguel Jacinto Mateus Rodrigues Sono, Superintendent of Registration, on 13/03/2020, at 17:57, based on Article 6, § 1, of Decree No. 8.539, of October 8, 2015.
The authenticity of the document can be verified on the site https://sei.cvm.gov.br/conferir_autenticidade, informing the verifier code 0957208 and the CRC Code CD1E1063.
The authenticity of this document can be verified by accessing https://sei.cvm.gov.br/conferir_autenticidade, and typing the "Verifier Code" 0957208 and the "CRC Code" CD1E1063.
Reference: Process No. 19957.001901/2020-08 SEI Document No. 0957208 Circular Letter 2 (0957208) SEI 19957.001901/2020-08 / pg. 2