CVM Instruction 551 (Repealed)

Amends and adds provisions to CVM Instruction No. 332, of April 4, 2000, CVM Instruction No. 400, of December 29, 2003, and CVM Instruction No. 476, of January 16, 2009.

The PRESIDENT OF THE SECURITIES COMMISSION - CVM makes it known that the Collegiate Board, in a meeting held on September 17, 2014, based on the provisions of Articles 4, items II and VI, 8, item I, 19, § 5º, and 21, § 6º, of Law No. 6.385, of December 7, 1976, APPROVED the following Instruction:

Art. 1st Article 5 of CVM Instruction No. 332, of April 4, 2000, shall be effective with the following wording:

“Art. 5th ......
......
X – the Level III BDR may be distributed through a public offering registered with the CVM or a public offering with restricted efforts.
......” (NR)

Art. 2nd CVM Instruction No. 400, of December 29, 2003, shall be effective amended by Article 32-A, with the following wording:

“Art. 32-A The first registered public offering of shares issued by a company in a pre-operational phase will be distributed exclusively to qualified investors.

§ 1st Trading in regulated securities markets of securities issued pursuant to the main text must be carried out only by qualified investors for a period of 18 (eighteen) months counted from the closing of the offering.

§ 2nd The provisions of the main text also cover subscription bonuses, convertible or exchangeable debentures into shares, and deposit certificates of these securities and shares.

§ 3rd For the purposes of this article, the company will be considered pre-operational as long as it has not presented revenue from its operations, in an annual financial statement or, when applicable, in an annual consolidated financial statement prepared in accordance with CVM standards and audited by an independent auditor registered with the CVM.” (NR)

Art. 3rd Articles 1st, 3rd, 7th, 8th, 9th, 10, 11, 13, 14, 15, 16, and 18 of CVM Instruction No. 476, of January 16, 2009, shall be effective with the following wording:

“Art. 1st ......
§1st ......
......
VIII – rural product notes - financial instruments that are not the responsibility of a financial institution;

IX – agricultural warrants;
X – structured operation certificates;
XI – the following securities, provided they are issued by an issuer registered in category A:
XIV – deposit certificates of securities within the scope of a Sponsored Level III BDR Program.
......” (NR)

“Art. 3rd ......
a) shares; b) debentures convertible into shares; and c) subscription bonuses, even if assigned as additional advantages to subscribers of debentures; XII – debentures exchangeable into shares, provided such shares are issued by an issuer registered in category A; XIII – deposit certificates of securities mentioned in this paragraph; and

I – the search for a maximum of 75 (seventy-five) qualified investors will be permitted; and II – the offered securities must be subscribed or acquired by a maximum of 50 (fifty) qualified investors.

§ 1st Investment funds and managed portfolios of securities whose investment decisions are made by the same manager will be considered as a single investor for the purposes of the limits provided in this article.

§ 2nd Investors who exercise priority or preference rights will not be considered for the purposes of the limits provided in this article.” (NR)

“Art. 7th ......
......
II – the offered securities are subject to trading restrictions provided in this Instruction, observing the hypotheses provided in the sole paragraph of Article 13 and the paragraphs of Article 15.” (NR)

“Art. 8th ......
§ 1st The communication referred to in the main text must be sent through the CVM page on the worldwide computer network and contain the information indicated in Annex 8 of this Instruction.

......” (NR)

“Art. 9th ......
Sole paragraph. The restriction provided in the main text will not apply:
I – to offerings of real estate receivable certificates or agribusiness receivable certificates from the same securitization company backed by segregated credits in different assets through a fiduciary regime; II – to offerings of structured operation certificates from the same financial institution referenced in distinct assets or reference indices; and III – to offerings of closed-end investment fund units, when intended exclusively for unitholders of the fund, with the cancellation, if any, of the balance of unplaced units.” (NR)

“Art. 10. ......
§ 1st Administrators of the offeror are also responsible for compliance with the obligation provided in the main text.

§ 2nd Information provided to investors sought, by an issuer with registration at the CVM, must be disclosed comprehensively, equitably, and simultaneously to the entire market, in accordance with specific regulation.” (NR)

“Art. 11. ......
......
VIII – REVOKED
IX – carry out the communication provided for in Article 7th-A.
......” (NR)

“Art. 13. The securities offered in accordance with this Instruction may only be traded in regulated securities markets after 90 (ninety) days have elapsed from each subscription or acquisition by investors.

Sole paragraph. The restriction provided in the main text does not apply to trades involving shares, subscription bonuses, and deposit certificates of shares.” (NR)

“Art. 14. ......
§ 1st If the offered securities are units of investment funds, their trading in organized and unorganized over-the-counter markets will only be admitted if the fund is registered for operation at the CVM.

§ 2nd Trading in regulated markets, within Brazilian territory, of securities offered to non-resident investors, concomitantly with the public offering with restricted efforts, follows the same restrictions provided in Articles 13 and 15.” (NR)

“Art. 15. ......
§ 1st The trading restriction provided in the main text will cease to apply if the issuer has or obtains the registration referred to in Article 21 of Law No. 6.385, of 1976, except in the cases provided for in §§ 3rd to 6th of this article.
......
§ 3rd The restriction of the main text does not apply to shares distributed with restricted efforts, if:
I – the closing of a registered public distribution offering of shares of the same species and class has occurred or will occur; or II – the period of 18 (eighteen) months from the date of admission to trading in a stock exchange of shares of the same species and class has elapsed.

§ 4th In public offerings distributed with restricted efforts that involve shares of issuers in a pre-operational phase, the restriction provided in the main text will cease from the date on which, cumulatively:
I – the company becomes operational;
II – 18 (eighteen) months have elapsed following the closing of the offering; and III – 18 (eighteen) months have elapsed from the admission to trading of the shares in a stock exchange.

§ 5th The provisions of § 4th do not apply if:
I – the company has carried out the first public offering of shares with registration at the CVM; and II – it has complied with the restriction imposed in the registered offering.

§ 6th The provisions of §§ 3rd, 4th, and 5th also cover subscription bonuses, convertible or exchangeable debentures into shares, and deposit certificates of these securities and shares.

§ 7th For the purposes of this article, the company will be considered pre-operational as long as it has not presented revenue from its operations, in an annual financial statement or, when applicable, in an annual consolidated financial statement prepared in accordance with CVM standards and audited by an independent auditor registered with the CVM.” (NR)

“Art. 16. Intermediaries of trades in regulated markets are responsible for verifying compliance with the rules provided in Articles 13 and 15.” (NR)

“Art. 18 ......
......
II – non-compliance with Articles 9th-A, 10, 12, and 17, as well as the sole paragraph of Article 14 of this Instruction;

......” (NR)

Art. 4th CVM Instruction No. 476, of 2009, shall be effective amended by Articles 5th-A, 7th-A, 9th-A, and 18th-A, with the following wording:

“Art. 5th-A The rules regarding partial distribution provided in the norm that disposes about public offerings of distribution of securities in the primary or secondary markets apply to public offerings distributed with restricted efforts.”(NR)

“Art. 7th-A The start of the public offering distributed with restricted efforts must be informed by the lead intermediary to the CVM, within a period of 5 (five) business days, counted from the first search for potential investors.

§1st The communication referred to in the main text must be sent through the CVM page on the worldwide computer network and contain the information indicated in Annex 7-A of this Instruction.

§2nd The offeror and the lead intermediary of the offering must maintain a list containing:
I – the name of the persons sought;
II – the number of the Individual Taxpayer Registry (CPF) or National Registry of Legal Entities (CNPJ); III - the date on which they were sought; and

IV - their decision regarding the offering.”(NR)

“Art. 9th-A The primary public offering of distribution of shares, subscription bonuses, debentures convertible into shares, or deposit certificates of these securities distributed with restricted efforts can be carried out with exclusion of the right of preference or with a period for exercising the right of preference less than 5 (five) days, in the form provided in Article 172, item I, of Law No. 6.404, of December 15, 1976:
I – provided that priority is granted to shareholders in the subscription of 100% (one hundred percent) of the securities; or II – if the carrying out of the offering without granting priority right is approved by shareholders representing 100% (one hundred percent) of the social capital of the issuer.

§ 1st In the hypothesis of item I of the main text, the schedule provided for the stages of the offering and the manner of exercising the priority right must be the subject of a relevant fact.

§ 2nd The offering must provide for a period of, at least, 5 (five) business days counted after the disclosure of the relevant fact referred to in § 1st for shareholders to exercise their priority right in the subscription of the securities.

§ 3rd If the company's bylaws provide for a period for exercising the right of preference less than 5 (five) days, the period for exercising the priority right must be, at least, that necessary for the periods summed for exercising both rights to equal 5 (five) business days counted after the disclosure of the relevant fact referred to in § 1st.

§ 4th The priority of shareholders in the subscription of the capital increase referred to in item I of the main text must be granted in proportion to the number of shares they possess, observing the following norms if the issuer's capital is divided into shares of various species or classes and the increase is made by issuing more than one species or class:
I - in the case of an increase, in the same proportion, of the number of shares of all existing species and classes, each shareholder can exercise the right of priority on shares identical to those they possess; II - if the issued shares are of existing species and classes, but imply alteration of the respective proportions in the social capital, the priority must be exercised on shares of species and classes identical to those possessed by the shareholders, only extending to others if those are insufficient to assure them, in the increased capital, the same proportion they had in the capital before the increase; and III - if there is issuance of shares of a species or class different from those existing, each shareholder can exercise the priority, in proportion to the number of shares they possess, on shares of all species and classes of the increase.”(NR)

“Art. 18th-A The offeror and the lead intermediary of the offering must maintain, for a minimum period of 5 (five) years, or for a longer period by express determination of the CVM, in case of administrative process, all documents and information required by this Instruction.

Sole paragraph. The documents and information referred to in the main text may be stored in physical or electronic media, allowing the substitution of documents by their digitized images.” (NR)

Art. 5th CVM Instruction No. 476, of 2009, shall be effective amended by Annex 7-A and Annex 8, as per Annex A and Annex B to this Instruction, respectively.

Art. 6th Item VIII of Article 11 and Annex I of CVM Instruction No. 476, of January 16, 2009, are revoked.

Art. 7th This Instruction enters into force on the date of its publication.

Original signed by
LEONARDO P. GOMES PEREIRA
President

ANNEX A to CVM Instruction No. 551, of September 25, 2014
ANNEX 7-A
INFORMATION ON THE START OF THE PUBLIC OFFERING OF SECURITIES DISTRIBUTED WITH RESTRICTED EFFORTS OFFEROR Name:
CNPJ:
Corporate type:
Website page:
ISSUER
Name:
CNPJ:
Corporate type:
Website page:
Name of the lead intermediary and other intermediary institutions involved in the distribution, if any:
OFFERING DATA
Species:
Class:
Form:
Date of start of the offering:

ANNEX B to CVM Instruction No. 551, of September 25, 2014
ANNEX 8
INFORMATION ON THE CLOSING OF THE PUBLIC OFFERING OF SECURITIES DISTRIBUTED WITH RESTRICTED EFFORTS OFFEROR Name:
CNPJ:
Corporate type:
Website page:
ISSUER
Name:
CNPJ:
Corporate type:
Website page:
Name of the lead intermediary and other intermediary institutions involved in the distribution, if any:
OFFERING DATA
Quantity of securities object of the offering:
Species:
Class:
Form:
Unit price:
Total value subscribed or acquired in the offering:
Date of start of the offering:
Date of closing of the offering:
Final placement data, in terms of Annex VII of CVM Instruction No. 400, of 2003, including:
a) in the case of funds whose investment decision is taken by the same manager, the number of funds managed by him that subscribed or acquired securities within the scope of the offering; b) in the case of managed portfolios whose investment decision is taken by the same administrator, the number of managed portfolios and the types of investors holding these portfolios c) the number of non-resident investors that acquired in concomitant offering abroad