CVM Instruction No. 156 of August 14, 1991 (Revoked)

CVM INSTRUCTION NO. 156, OF AUGUST 14, 1991.

Provides for the exemption or cancellation of registration of companies benefiting from resources originating from tax incentives.

The PRESIDENT OF THE CVM makes public that the Collegiate Body, in a meeting held on this date, and based on Articles 1 and 3-I-a of Decree-Law No. 2,298, of November 21, 1986,

HAS DECIDED:

Art. 1 Companies benefiting from resources originating from tax incentives may request the exemption from the registration referred to in Art. 2 of CVM Instruction No. 92, of December 8, 1988, or its cancellation, provided that the company possesses the certificate of implemented enterprise, issued by the respective Regional Development Superintendency, and that the controlling shareholder formulates a public offer to acquire the entirety of the shares in circulation in the market, originating from subscription through tax incentive mechanisms, observing the following rules:

I - the acquisition offer must be irrevocable, with a minimum validity period of 1 (one) year, counted from its publication;

II - the acquisition price of the shares may not be lower than the highest of the following values:

a) net asset value per share, based on financial statements audited by an independent auditor registered with the CVM, updated until the date of payment by the same update index as the balance sheet;

b) quotation of the share on the Stock Exchange;

c) different from those mentioned in items a and b of item II, when the company presents negative net equity and there is no significant trading on the stock exchange, provided that the parameters for share valuation are duly justified.

III - provided that there is no opposition from shareholders who represent, together, 30% (thirty percent) of the shares subject to the offer and 20% (twenty percent) of the company's capital stock.

Sole Paragraph. Dissident shareholders of the assembly's resolution must formally manifest their position to the company, within a maximum period of 30 (thirty) days subsequent to the publication of the NOTICE referred to in Article 5.

Art. 2 The exemption or cancellation of registration must be previously approved by the shareholders assembled in an Extraordinary General Meeting specially convened for this purpose.

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Art. 3 At the General Assembly convened to deliberate on the exemption or cancellation of registration, the controlling shareholder must declare that they will make a public offer, informing the shareholders present of the price to be offered and the payment conditions.

Art. 4 From the date of publication of the call notice for the General Assembly, the shares issued by the company may only be traded through special procedures to be established by the Stock Exchanges.

Art. 5 Immediately after the holding of the General Assembly, the controlling shareholder, under penalty of liability, must publish a NOTICE OF RELEVANT FACT containing the content of the General Assembly's decision and the communication that they will submit the draft instrument of public offer to the CVM for its approval, within 15 days subsequent to the closing of the period provided for in the sole paragraph of Article 1. They must also send a copy of the NOTICE to the Stock Exchanges where the company's securities are admitted to trading and to the Operating Banks of Investment Funds created by Decree-Law 1376, of December 12, 1974.

Art. 6 After the period provided for in the previous article has elapsed, the draft instrument of public offer, accompanied by the documents on which the information provided therein is based and the Minutes of the General Assembly that approved the request for exemption or cancellation of registration, duly archived in the commercial registry, will be submitted to the prior approval of the CVM.

Art. 7 The purchase offer instrument must contain the following elements:

a) the price and payment conditions;

b) the status of the rights of the shares;

c) the procedure that shareholders must adopt to manifest their acceptance and effect the transfer of the shares;

d) the validity period of the offer;

e) the average quotation value on the Stock Exchange of the company's shares in the last twelve months, if any;

f) economic-financial indicators of the company in the last two fiscal years;

g) declaration by the controlling shareholder that they are unaware of the existence of any fact or circumstance, not disclosed to the public, that could significantly influence the economic-financial situation of the company;

h) address, telex, and telephone of the issuing company.

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Art. 8 If the public offer contemplates installment payment, the minority seller shareholder must previously pledge their shares at a financial institution, which will administer this pledge account, releasing the shares to the controlling shareholder-buyer as the installments are settled.

Sole Paragraph. The installment period may not extend beyond 12 months from the acceptance of the offer, and the installment payments must be updated according to the variation of the index established in letter "a", in item II, of Article 1 of this Instruction.

Art. 9 The public offer instrument approved by the CVM must be made available to shareholders at the company's headquarters, at the Stock Exchanges, at the Operating Bank of the investment fund, and at the Securities and Exchange Commission.

§1 A Notice to Shareholders must be published in a widely circulated newspaper published in the capital of the state where the company's headquarters is located, 2 (two) times, with a minimum interval of 15 (fifteen) days, indicating the locations where shareholders can obtain a copy of the Public Offer Instrument.

§2 If the number of shareholders is less than 150 (one hundred and fifty) and the Investment Funds created by Decree-Law No. 1,376/74 are no longer holders of shares in the company, the publication of the Notice may be waived, provided that the shareholders are notified of the public offer via telegram or letter with acknowledgment of receipt.

§3 After complying with the deadlines and formalities of the preceding paragraphs of this article, the registration referred to in Article 2 of CVM Instruction No. 92, of December 8, 1988, of companies benefiting from resources originating from tax incentives, shall be considered cancelled.

Art. 10 The public offer must be executed within 10 (ten) days counted from the date of approval by the Commission.

Art. 11. If the company's shares are held by Investment Funds, originating exclusively from applications made in the manner provided for in Article 18 of Decree-Law 1376/74 and Article 9 of Law No. 8167, of January 16, 1991, the controlling shareholder may acquire them directly from the operating bank, respecting the price and term conditions provided for in this Instruction.

Sole Paragraph. Once the transaction is consummated, the operating bank must communicate its realization to the CVM within 15 (fifteen) days.

Art. 12. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Signed original by
JOSÉ ARTHUR ESCODRO
Acting President