CVM Instruction No. 211 of April 15, 1994 (Repealed)

CVM INSTRUCTION NO. 211, OF APRIL 15, 1994.

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

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION makes public that the Collegiate Body, in a meeting held on April 12, 1994, 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 or of final resource framework, 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, and valid for a minimum period of 1 (one) year, calculated from its publication;

II - The acquisition price of the shares may not be lower than the highest of the following values, except as provided in Article 2:

a) - the book value of the share, calculated based on a financial statement referring to the last fiscal year, 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) - the quotation of the share on a Stock Exchange or in an organized over-the-counter market.

Sole Paragraph. Only companies benefiting from resources originating from tax incentives that present the Financial Statements referring to the two last closed fiscal years, accompanied by an Independent Audit Report, duly approved in a Shareholders' General Meeting, may request the exemption or cancellation of registration as an incentivized company.

Art. 2. The acquisition price of the shares may be lower than the values established in Item II of Article 1 if duly justified by the controlling shareholder and, provided that minority shareholders holding, together, 10% of the shares subject to the Offer, do not expressly oppose the exemption or cancellation of the company's registration.

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Art. 3. The exemption or cancellation of registration must be previously approved by the shareholders gathered in an Extraordinary General Meeting specially convened for this purpose.

Art. 4. In the General Meeting 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.

Sole Paragraph. Dissident shareholders of the General Meeting's decision must manifest themselves in writing to the Company, with a copy to the Operating Bank of the Fund, and to the Securities and Exchange Commission, within a maximum period of 30 (thirty) days subsequent to the publication of the NOTICE referred to in Article 6.

Art. 5. From the date of publication of the call notice for the General Meeting, the shares issued by the company may only be traded through special procedures to be established by the Stock Exchanges.

Art. 6. On the first business day following the holding of the General Meeting, the controlling shareholder, under penalty of liability, must publish a NOTICE OF RELEVANT FACT containing the content of the General Meeting's decision and the communication that they will submit the draft instrument of public offer to the CVM for its approval, within the 45 days subsequent to the holding of the General Meeting. 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 the Investment Funds created by D.L. 1,376, of December 12, 1974.

Art. 7. Within the period provided for in the previous article, the draft instrument of public offer, accompanied by the documents on which the information provided therein is based, with the Minutes of the General Meeting that approved the request for exemption or cancellation of registration, already duly archived in the commercial registry, and with a copy of the communication made to the Stock Exchange where it is registered, if applicable, will be submitted for prior approval by the CVM.

§1. The company will send, to the CVM and to the Operating Bank of the Fund, the list of shareholders of the company, with their respective addresses, in accordance with paragraph 1 of Art. 100 of LAW NO. 6,404 of December 7, 1976.

§2. The offer instrument will be considered approved if the Securities and Exchange Commission does not deliberate within a maximum period of 30 (thirty) days from the approval request. The flow of the period may be interrupted only once if the CVM requests other documents and information from the Company.

§3. The Public Offer Notice must be published within 10 (ten) days counted from the date of approval by the Securities and Exchange Commission.

Art. 8. The Purchase Offer Instrument must contain the following elements:

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a) - the price to be paid, in national currency, and the payment conditions, if applicable;

b) - the status of the rights of the shares;

c) - the procedure that must be adopted by shareholders to manifest their acceptance and effect the transfer of the shares;

d) - the validity period of the offer, considered from the second publication of the notice;

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 referring to 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, telephone, and fax of the issuing society.

Art. 9. In the case of installment payment, the installment period may not extend beyond 12 months, from the acceptance of the offer, and the installments must be updated according to the variation of the index established in letter "a", of Item II, of Art. 1 of this Instruction.

Art. 10. The Public Offer Instrument approved by the Securities and Exchange Commission must be published once in the Official State Gazette, and once in a newspaper of large circulation, published in the capital of the state where the company's headquarters is located, with a minimum interval of 15 (fifteen) days, and disseminated through the Bulletins of the Stock Exchanges.

Sole Paragraph. If the number of shareholders is less than 150 (one hundred and fifty) and the Investment Funds created by D.L. No. 1,376/74 are no longer holders of shares of the company, the publication of the Notice may be waived, provided that the shareholders are notified of the public offer, through telegram or registered letter.

Art. 11. After complying with the periods and formalities established in this Instruction, the Securities and Exchange Commission will grant the cancellation of the registration referred to in Article 2 of CVM INSTRUCTION NO. 92, of 08/12/88, as a company benefiting from resources originating from tax incentives.

Art. 12. If there are shares of the company in the possession of Investment Funds, originating exclusively from applications made in the manner provided for in Article 18 of D.L. No. 1,376/74 or in Article 9 of LAW NO. 8,167, of 01/16/91, the controlling shareholder may acquire them directly from the operating bank.

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Sole Paragraph. Upon completion of the transaction, the operating bank must communicate its realization to the Securities and Exchange Commission within a period of 15 (fifteen) days.

Art. 13. This Instruction will enter into force on the date of its publication in the Official Gazette of the Union, with CVM INSTRUCTION NO. 156, of August 14, 1991, being repealed.

Original signed by
THOMÁS TOSTA DE SÁ
President