CVM Instruction 488 (Revoked) - Amendments to Instructions 400, 476, and 480

CVM INSTRUCTION NO. 488, OF DECEMBER 16, 2010
Amends and adds articles to CVM Instruction No. 400, of December 29, 2003, to CVM Instruction No. 476, of January 16, 2009, and to CVM Instruction No. 480, of December 7, 2009.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on November 17, 2010, based on arts. 4, item VI, 8, item I, 19, § 5, 21, § 5, and 22 of Law No. 6,385, of December 7, 1976, and on art. 39 of Law No. 12,249, of June 11, 2010, APPROVED the following Instruction:

Art. 1. Arts. 14, 29, 30, 33, 40, 48, and 52 of CVM Instruction No. 400, of December 29, 2003, shall enter into force with the following wording:

“Art. 14. ...
...
§ 5. The provisions of § 4 do not apply:
I - to investment funds; and
II - to the distribution of securities within the scope of Continuous Distribution Programs.”
(NR)

“Art. 29. ...
§ 1. If the total amount of securities offered is, by the date of publication of the Notice of Start of Distribution, placed with investors through the collection of investment intentions, the substitution of this notice by the publication of only the Notice of Distribution and Closure is admitted, which must contain all information from Annexes IV and V. § 2. The Notice of Closure of Distribution of offers made within the scope of the Continuous Distribution Program does not need to be published in newspapers, but must be sent to the CVM through the Document Submission System available on the CVM’s website.” (NR)

“Art. 30. ...
...
§ 5. Secondary public offers of securities and public offers registered within the scope of the Continuous Distribution Program are not subject to the rules of this article, and shall be subject to the partial distribution rules provided in the issuer’s acts and the offer’s own documents.” (NR)

“Art. 33. ...
...
§ 4. The distribution contract referred to in the main text is waived in public offers made within the scope of Continuous Distribution Programs where the issuer and the distributor are the same entity. § 5. In the case referred to in § 4, the issuer is responsible for all obligations of the intermediary institutions and the distribution leader provided in this Instruction, without prejudice to its obligations as an issuer.” (NR)

“Art. 40. ...
...
§ 5. The Prospectus for distributions registered within the scope of the Continuous Distribution Program must be prepared in accordance with this article, with items 3.1, 3.5, and 3.7 of Annex III of this Instruction waived.” (NR)

“Art. 48. ...
...
§ 4. The provisions of item II of the main text do not apply to public offers registered within the scope of the Continuous Distribution Program.
§ 5. The prohibition provided in item IV of the main text is limited to information related to the offer in public offers registered within the scope of the Continuous Distribution Program.” (NR)

“Art. 52. ...
§ 1. The offeror may make the disclosure mentioned in the main text through a summary notice published in the newspapers mentioned therein, indicating the page on the worldwide computer network where investors can obtain detailed and complete information. § 2. The Notice of Start of Distribution of public offers made within the scope of the Continuous Distribution Program does not need to be published in newspapers, but must be sent to the CVM through the Document Submission System available on the CVM’s website.” (NR)

Art. 2. CVM Instruction No. 400, of 2003, shall enter into force with the addition of arts. 13-A, 13-B, 13-C, 13-D, 13-E, and 13-F, and Annex X, with the following wording:

“CONTINUOUS DISTRIBUTION PROGRAMS
Art. 13-A Multiple banks, commercial banks, investment banks, savings banks, and the National Bank for Economic and Social Development - BNDES may request the Superintendence of Securities Registration - SRE to register a Continuous Distribution Program. § 1. Only financial letters, provided they are not related to linked active operations, may be the subject of a Continuous Distribution Program. § 2. The Continuous Distribution Program allows:
I - the use of an automatic distribution registration procedure, in accordance with arts. 6-A and 6-B of this Instruction, for the distribution of securities provided therein; II - the registration of distribution of multiple series of financial letters simultaneously; and III - the registration of multiple distributions of the same series of financial letters.” (NR)

“Art. 13-B The request for registration of a Continuous Distribution Program must be accompanied by the following documents:
I - issuer’s registration form;
II - issuer’s reference form, as applicable to issuers registered in category B; III - corporate act of the issuer approving the Continuous Distribution Program, if any; IV - updated articles of association of the issuer; and V - information provided in Annex X.” (NR)

“Art. 13-C The SRE has 20 (twenty) business days to analyze the registration request for the Continuous Distribution Program, counted from the date of filing, provided the request is accompanied by all documents identified in art. 13-B. § 1. If any of the documents indicated in art. 13-B are not filed with the registration request, the period referred to in the main text shall be counted from the date of filing of the last document that completes the registration request. § 2. The period referred to in the main text may be interrupted only once, if the SRE requests additional information or documents from the applicant. § 3. The applicant has 40 (forty) business days to comply with the requirements formulated by the SRE. § 4. The SRE has 10 (ten) business days to comment on the compliance with the requirements and the approval of the registration request, counted from the date of filing of the documents and information submitted to comply with the requirements.

§ 5. Failure to comply with the period mentioned in § 3 implies automatic denial of the registration request.
§ 6. The absence of SRE comment within the periods mentioned in the main text and § 4 implies automatic approval of the registration request.” (NR)

“Art. 13-D The Continuous Distribution Program may be amended upon request by the issuer to the SRE, accompanied by the documents mentioned in art. 13-B whose content was altered. Sole paragraph. The analysis of the alterations referred to in the main text shall follow the procedure described in art. 13-C.” (NR)

“Art. 13-E The issuer may request the cancellation of the Continuous Distribution Program at any time, provided it is proven that it complied with the registration cancellation conditions applicable to issuers registered in category B.” (NR)

“Art. 13-F The SRE may suspend the registration of the Continuous Distribution Program in cases where the issuer:
I - fails to timely comply with its obligations to provide periodic and occasional information, in accordance with and within the timeframes established in specific regulations regarding the subject; or II - does not disclose the accounting information required by the Central Bank of Brazil, in accordance with and within the timeframes established in specific regulations regarding the subject. Sole paragraph. The effects of the suspension provided in the main text are:
I - the issuer is prohibited from registering public distributions within the scope of a Continuous Distribution Program; II - the issuer remains subject to the timely fulfillment of its obligations to provide periodic and occasional information, in accordance with and within the timeframes established in specific regulations regarding the subject; and III - the trading in an organized market of the securities included in the Continuous Distribution Program is suspended, unless otherwise decided by the CVM.” (NR)

“ANNEX X
INFORMATION ON THE CONTINUOUS DISTRIBUTION PROGRAM Describe, with respect to each of the titles included in the Continuous Distribution Program:
a. main characteristics b. remuneration or criteria for its determination
c. estimated quantity to be issued within the program
d. estimated total value of the issuances e. expected issuance schedule f. circulation restrictions, if any g. maturity or criteria for its determination h. eventual restrictions imposed on the issuer regarding:
i. dividend distribution
ii. alienation of certain assets
iii. contracting of new debts
iv. issuance of new securities
i. conditions for altering the rights guaranteed by such titles
j. other relevant characteristics k. indicate the markets in which the titles are admitted to trading
l. distribution channels for the titles
m. eventual conditions to which the offers are subject n. provide other information that the issuer deems relevant o. ISIN code, if any ”(NR)

Art. 3. Art. 1 of CVM Instruction No. 476, of January 16, 2009, shall enter into force with the following wording:

“Art. 1. ...
§ 1. ...
IV - closed-end investment fund shares;
V - real estate or agribusiness receivable certificates; and VI - financial letters.
......” (NR)

Art. 4. Art. 7 of CVM Instruction No. 480, of December 7, 2009, shall enter into force with the following wording:

“Art. 7. ...
...
IV - small-sized companies;
V - micro-enterprises; and
VI - issuers of financial letters distributed within the scope of a Continuous Distribution Program, who must observe the provisions of Annex 7 - VI.” (NR)

Art. 5. CVM Instruction No. 480, of 2009, shall enter into force with the addition of Annex 7 - VI, with the following wording:

“ANNEX 7 - VI
Specific Rules for Issuers of Financial Letters Distributed within the Scope of a Continuous Distribution Program Art. 1. Issuers of financial letters distributed within the scope of a Continuous Distribution Program must:
I - comply with the obligations provided in arts. 13 to 19; 21, items I and II; 22; 23; 24, § 1; and 31, item VI; II - place and make available to investors, on their website and at their headquarters, quarterly financial information and audited year-end financial statements, relating to the last 3 social years and the current social year, on the same date of delivery to the Central Bank of Brazil; and III - observe the provisions regarding the duty of confidentiality and prohibitions on trading, as established in specific regulations on the disclosure of material acts or facts issued by the CVM.” (NR)

Art. 6. This Instruction enters into force on the date of its publication.
Original signed by
MARIA HELENA DOS SANTOS FERNANDES DE SANTANA
President