CVM Instruction 548 (Revoked)

Amends, adds, and revokes provisions of CVM Instruction No. 400, of December 29, 2003.

The PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on April 16, 2014, based on the provisions of Articles 4, item VI, 8, 19, § 5, and 21 of Law No. 6,385, of December 7, 1976, APPROVED the following Instruction:

Art. 1. Articles 4, 6-A, 6-B, 18, 27, 29, 37, 42, 46, 48, 52, 53, and 54 of CVM Instruction No. 400, of December 29, 2003, shall enter into force with the following wording:

“Art. 4. Considering the characteristics of the public distribution offer of securities, the CVM may, at its discretion and always observing the public interest, adequate information, and investor protection, waive the registration or some of the requirements, including disclosures, deadlines, and procedures provided for in this Instruction. ......” (NR)

“Art. 6-A ...
...
V - in the event of using a Preliminary Prospectus, proof of the disclosure of the notice provided for in Article 53 of this Instruction and the draft of the start announcement.” (NR)

“Art. 6-B ...
§ 1. ...
I - the disclosure of the Start of Distribution Announcement; and II – the availability of the Final Prospectus and its submission to the CVM, in accordance with Article 42.
......” (NR)

“Art. 18. The subscription or acquisition of the securities subject to the distribution offer must be carried out within a maximum period of 6 (six) months, counted from the date of disclosure of the Start of Distribution Announcement.” (NR)

“Art. 27. ...
Sole paragraph. In the event provided for in the main text, investors who have already adhered to the offer must be notified directly, by electronic mail, physical correspondence, or any other form of verifiable communication, regarding the modification made, so that they confirm, within 5 (five) business days of receiving the communication, their interest in maintaining the declaration of acceptance, presumed maintenance in case of silence.” (NR)

“Art. 29. The result of the offer must be disclosed, in accordance with Annex V, as soon as the period stipulated therein has ended or immediately after the distribution of all securities subject to it, whichever occurs first.
§ 1. If all of the offered securities have, by the date of disclosure of the Start of Distribution Announcement, been placed with investors through the collection of investment intentions, the substitution of this announcement by the disclosure of only the Distribution and Closing Announcement is admitted, which must contain all information from Annexes IV and V. § 2. REVOKED” (NR)

“Art. 37. ...
...
VI - send monthly to the CVM, within 15 (fifteen) days after the end of the month, starting from the disclosure of the Start of Distribution Announcement, a report indicating the consolidated movement of distribution of securities, according to the model of Annex VII; ...

VIII – disclose, when required by this Instruction, the notices provided for therein; ......” (NR)

“Art. 42. The Final Prospectus must be available to the investor, on the date of the start of distribution, on the pages of the worldwide computer network indicated in Article 54-A.
...
§ 3. REVOKED
§ 4. The lead institution must send to the CVM and to the market organizing entities where the issuer's securities are admitted to trading, in sufficient time to comply with the provisions of the main text, a printed copy and electronic version, without any restrictions for its copying, of the Final and Preliminary Prospectuses. § 5. For the purpose of complying with the provisions of this article, whenever a Distribution Program is used for the registration of public offers with the CVM, the offeror and the lead institution must make available to investors the Supplement, the documents of the Distribution Program archived by the CVM, and all documents incorporated by reference, in the manner of the main text.” (NR)

“Art. 46. ...
§ 1. ...
...
IV - “The final prospectus will be available on the websites of the issuer, if any; of the offeror; of the intermediary institution responsible for the offer or, if applicable, of the intermediary institutions forming the distribution consortium; of the market organizing entities where the issuer's securities are admitted to trading; and of the CVM.”

......” (NR)

“Art. 48. ...
...
II – abstain from trading, until the disclosure of the Distribution Closing Announcement, securities of the same issuer and species of that subject to the public offer, referenced therein, convertible or exchangeable, or with securities in which the security subject to the offer is convertible or exchangeable, except in the following cases:
...
IV - abstain from making statements in the media about the offer or the offeror until the disclosure of the Distribution Closing Announcement in the 60 (sixty) days preceding the protocol of the registration request for the offer or since the date the offer was decided or planned, whichever occurs last; and ... § 4. The persons referred to in § 2 must prepare, within 7 (seven) business days counted from the disclosure of the Distribution Closing Announcement, and maintain, for a period of 5 (five) years or for a longer period as expressly determined by the CVM, in the event of an administrative process, the report referred to in Annex XI, as well as all documentation supporting it. ......” (NR)

“Art. 52. The lead institution must, in the manner provided for in Article 54–A, give wide publicity to the offer, by means of disclosing the Start of Distribution Announcement, in accordance with Annex IV.
§ 1. REVOKED
§ 2. REVOKED” (NR)

“Art. 53. If a Preliminary Prospectus is used, the leader must immediately disclose a notice, in the manner provided for in Article 54–A, preceding the Start of Distribution Announcement, which must contain:
...
V - information on the collection of investment intentions (Article 44, sole paragraph), if any; VI - other information that may be necessary regarding the distribution; and VII – indication, with emphasis, of the communication channels through which the Start of Distribution Announcement and the Distribution Closing Announcement will be disclosed.” (NR)

“Art. 54. ...
...
II - disclosure of the Start of Distribution Announcement, in accordance with Article 54-A; and ......” (NR)

Art. 2. CVM Instruction No. 400, of 2003, shall enter into force amended with Article 54–A:

“Art. 54–A. The disclosures provided for in this Instruction must be made, with emphasis, on the website:
I – of the issuer, if any;
II – of the offeror;
III – of the intermediary institution responsible for the offer or, if applicable, of the intermediary institutions forming the distribution consortium;

IV – of the market organizing entities where the issuer's securities are admitted to trading; and V – of the CVM.
§ 1. Without prejudice to the provisions of the main text, the disclosures provided for in this Instruction may be simultaneously disseminated by means of a summary notice published in a newspaper or any other communication medium, indicating the pages on the worldwide computer network where investors can obtain detailed and complete information, whenever possible by means of a hyperlink. § 2. Disclosures must be made, whenever possible, before the opening or after the closing of the trading session.”(NR)

Art. 3. Item 5 of Annex II of CVM Instruction No. 400, of 2003, shall enter into force with the following wording:

“ANNEX II – DOCUMENTS AND INFORMATION REQUIRED FOR REGISTRATION ...
5. a copy of the draft Final Prospectus or a copy of the Preliminary Prospectus and, when available, a copy of the final version of the Final Prospectus, which shall contain, at a minimum, the information required by the CVM (Annex III);
......” (NR)

Art. 4. Annex II of CVM Instruction No. 400, of 2003, shall enter into force amended with Item 14-B:

“14–B Indication of the communication channels through which the notice referred to in Article 53 will be disclosed;” (NR)

Art. 5. Paragraph 2 of Article 29, Paragraph 3 of Article 42, and Paragraphs 1 and 2 of Article 52 of CVM Instruction No. 400, of December 29, 2003, are revoked.

Art. 6. This Instruction enters into force on the date of its publication.

Signed original by
LEONARDO P. GOMES PEREIRA
President