CVM Instruction No. 281 of June 4, 1998 (Revoked)

FULL TEXT OF CVM INSTRUCTION NO. 281, OF JUNE 4, 1998, WITH THE CHANGES INTRODUCED BY CVM INSTRUCTIONS NOS. 307/99 AND 480/09.

Provides for the registration of the public distribution of debentures by financial credit securitization companies.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on this date, in view of the provisions of Arts. 19 and 20 of Law No. 6,385, of December 7, 1976, and Arts. 1, sole paragraph, II, "a", and 5 of CMN Resolution No. 2,493, of May 7, 1998,

HAS DECIDED to issue the following Instruction:

ON THE ISSUANCE OF DEBENTURES

Art. 1. The financial credit securitization company may issue, for public distribution, debentures, in accordance with CMN Resolution No. 2,493/98, observing the provisions of this Instruction.

Art. 1o The financial credit securitization company may issue, for public distribution, simple debentures, in accordance with CMN Resolution No. 2,493, of May 7, 1998, observing the provisions of this Instruction.

• Article with wording given by CVM Instruction No. 307, of May 7, 1999

Art. 2. Only debentures with a minimum nominal value of R$ 300,000.00 (three hundred thousand reais) each may be the object of public distribution.

• Article revoked by CVM Instruction No. 480, of December 7, 2009

ON THE REGISTRATION OF DISTRIBUTION

Art. 3. The issuer is exempt from the registration referred to in Art. 21 of Law No. 6,385/76, being mandatory, in any case, the registration of the distribution for the placement of debentures with the public.

• Article revoked by CVM Instruction No. 480, of December 7, 2009

Art. 4. The registration of the distribution must be requested from the CVM by the issuer, through an institution that is part of the securities distribution system.

Art. 5. The registration request, observing the provisions of Art. 10 of this Instruction, must be accompanied by the following documents:

I - a copy of the publication of the minutes of the General Assembly of the financial credit securitization company and a copy of the publication of the updated Bylaws, both duly filed with the Commercial Board of the issuer's headquarters; II - a copy of the publication of the minutes of the decision to issue the debentures; III - a copy of the deed of issuance of the debentures; IV - a copy of the distribution contract, subcontracts, and, if applicable, the placement guarantee contract; V - a list of participants in the underwriting consortium, if any, specifying the quantity of debentures assigned to each; VI - a draft of the preliminary prospectus of the issuance; VII - a draft of the announcement of the start of distribution; VIII – a facsimile of the debenture certificate, if not book-entry; IX – a facsimile of the subscription bulletin; X – a copy of the service provision contract, signed by the issuer and the mandate bank, if applicable; XI – a copy of the contract signed with the financial institution depositary of the book-entry debentures, if applicable; XII - a copy of the additional guarantee contract for the debenture, if any.

§1. For the approval of the issuance registration, the documents referred to in items II and III of this article must be sent to the CVM after being, respectively, filed with the Commercial Board and registered at the Real Estate Registry Office of the issuer's headquarters.

§2. The definitive prospectus must be sent to the CVM in three copies.

ON THE PROSPECTUS

Art. 6. The prospectus is the document containing the basic data on the issuance, which must include, at minimum:

I - main characteristics of the issued debentures, according to their deed of issuance, such as quantity, series, nominal value, remuneration, maturity date, and others; II - information on the credits linked to the issuance, highlighting:
a) nature, origin, and age of the credits linked to the issuance, indicating which are the assigning institutions, their areas of operation, and the types of operation from which the aforementioned credits originate; b) existence or non-existence of co-obligation; c) valuation, if any, attributed to each of the series of debentures. III - information clarifying that it is a debenture with payment conditioned on the liquidation of the credits linked to it.

§1. The prospectus may be delivered to investors electronically.

§2. The use of the preliminary prospectus for receiving subscription reservations in the phase preceding the registration of the issuance is permitted, provided that the characterization "Preliminary Prospectus" appears on its cover, in addition to expressly mentioning the following:

I - "THE INFORMATION CONTAINED IN THIS PUBLICATION WILL BE SUBJECT TO EXAMINATION BY THE SECURITIES AND EXCHANGE COMMISSION - CVM"; II - "THE DEFINITIVE PROSPECTUS WILL BE AVAILABLE TO INVESTORS, DURING THE DISTRIBUTION PERIOD".

Art. 7. The prospectus and the publication of the announcement of the start of distribution may be dispensed with, at the CVM's discretion, when the quantity of debentures to be distributed is insignificant, covering a restricted number of investors.

ON ANALYSIS DEADLINES

Art. 8. The registration of the distribution is presumed approved if the request is not denied within a period of thirty calendar days after its presentation to the CVM, via protocol, and accompanied by the documentation required under this Instruction.

Art. 9. The period provided for in the previous article may be interrupted only once, if the CVM requests additional information or conditions the granting of registration to modifications in the pertinent documentation.

Art. 10. To meet any eventual requirements, a period not exceeding sixty days is granted, starting from the date of receipt of the correspondence issued by the CVM.

ON THE DISCLOSURE OF DISTRIBUTION

Art. 11. The public distribution of debentures may only begin after:

I - the granting of registration by the CVM;
II - the publication of the announcement of the start of distribution; III – the availability of the prospectus for investors, except as provided in Art. 7 of this Instruction; IV - the end of the period granted for receiving acquisition reservations, if admitted.

Art. 12. The announcement of the start of distribution must be published by the issuer in a newspaper of the location of its headquarters, at least once, containing a summary of the information existing in the prospectus, in addition to including, in a prominent manner, the following statement:

"THE REGISTRATION OF THE DISTRIBUTION WITH THE SECURITIES AND EXCHANGE COMMISSION - CVM AIMS ONLY TO GUARANTEE ACCESS TO THE INFORMATION PROVIDED, NOT MEANING, BY THE CVM, A GUARANTEE OF THE VERACITY OF THE INFORMATION, NOR A JUDGMENT REGARDING THE QUALITY OF THE ISSUING COMPANY OR ON THE DEBENTURES TO BE DISTRIBUTED."

ON ADVERTISING MATERIAL

Art. 13. The use of any advertising text for the offer, announcement, or promotion of the distribution of the issuance depends on prior examination and approval by the CVM.

Sole paragraph. The CVM must express its opinion on the advertising material within a period of two business days, after which it will be considered approved if there is no expression of opinion by the CVM.

ON PERIODIC INFORMATION

Art. 14. The issuer must provide the CVM and the fiduciary agent, by the 15th day of the following month, information regarding the acquisition, realization, and default of the credits linked to the debentures.

Sole paragraph. The issuer must also communicate to the CVM and the fiduciary agent, any act or relevant fact, on the same day of its disclosure by the press.

ON RESPONSIBILITY FOR INFORMATION

Art. 15. The issuer and the leading institution of the distribution are responsible for the veracity and consistency of the information provided to the market during the distribution period.

Sole paragraph. The provisions of this article apply to the leader of the distribution during the period of placement of the debentures.

ON THE SUSPENSION OF DISTRIBUTION

Art. 16. The CVM may suspend the distribution when:

I - it is fraudulent or illegal, even if registration was obtained; II - the offer, launch, promotion, or disclosure is occurring without the due registration, or under conditions different from those provided for in this Instruction or in the registration, or with false, fraudulent, or substantially inaccurate information.

Sole paragraph. The suspension must be communicated by the CVM to the entities participating in the distribution, and wide dissemination must be given to the other members of the securities market.

ON PENALTIES

Art. 17. It is considered a serious offense, for the purposes of the provisions of § 3 of Art. 11 of Law No. 6,385/76, the realization of a distribution of debentures:

I - under conditions different from those contained in the registration or this Instruction; II - without prior registration with the CVM; III - in which the information is false, fraudulent, or substantially inaccurate.

Art. 18. It constitutes a hypothesis of objective nature offense, subject to investigation through an administrative process of summary procedure, the transgression of Art. 14 of this Instruction.

Art. 19. The issuer and the intermediaries that participate in the placement are responsible for compliance with the norms of this Instruction.

ON FINAL PROVISIONS

Art. 20. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Signed original by
FRANCISCO DA COSTA E SILVA
President