CVM Instruction No. 284 of July 24, 1998 (Revoked)

CVM INSTRUCTION NO. 284, OF JULY 24, 1998.

Provides for the real estate credit securitization company and the public distribution of Real Estate Receivable Certificates - CRI.

The PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on this date, having regard to the provisions of arts. 19, 20, 21 and 22, sole paragraph, item I, of Law No. 6,385, of December 7, 1976, and Resolution CMN No. 2,517, of June 29, 1998, RESOLVES to issue the following Instruction:

ON SCOPE AND PURPOSE

Art. 1. The provisions of this Instruction regulate the registration of open companies of real estate credit securitization companies and the public distribution of Real Estate Receivable Certificates - CRI.

ON COMPANY REGISTRATION

Art. 2. The real estate credit securitization company must request from the CVM the company registration referred to in art. 21 of Law No. 6,385/76, in accordance with CVM Instruction No. 202, of December 6, 1993.

Sole paragraph. In addition to the information provided for by CVM Instruction No. 202/93, the company must provide in the Quarterly Information form - ITR information regarding the acquisition, retrocession, realization, and default of credits linked to the issuance of CRI.

ON CRI DISTRIBUTION REGISTRATION

Art. 3. The public distribution of CRI may be carried out without the intermediation of an institution that is part of the securities distribution system referred to in art. 15 of Law No. 6,385/76.

Art. 4. The public distribution of CRI may only begin when the issuer's company registration is up to date.

Sole paragraph. Only CRI with a minimum nominal value of R$ 300,000.00 (three hundred thousand reais) may be subject to public distribution.

Art. 5. Provisional registration for the public distribution of CRI will be granted through communication by the issuer, formulated electronically to the CVM, on the same day of its placement in the market, containing the main characteristics of the CRI, such as:

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I - name of the issuing company;
II - order number (issuance and series), location, date of issuance and maturity; III - quantity and total value of the issuance; IV - nominal value; V - location, payment date (periodicity in months and date of the first payment), or if issued for installment payment, discrimination of the values and payment dates of the various installments; VI - interest rate, fixed or floating, and dates of its exigibility, capitalization being admitted; VII - adjustment clauses, observing the relevant legislation; VIII - issuance with or without fiduciary regime; IX - guarantee modality; X - name of the fiduciary agent, if any, and its CGC or CPF registration number; XI - risk classification, if any; XII - date of registration in the centralized custody and financial settlement system for private securities and date of closure of the distribution; XIII - the existence or not of a formalized Credit Securitization Agreement.

Art. 6. The request for definitive registration of public distribution of CRI must be made by the securitization company by the thirtieth day of the month following the negotiation, and accompanied by a specific form for each series offered, containing:

I - the data contained in the subscription bulletin or equivalent instrument; II - the value of the supervision fee and date of its payment; III - the identification of the Credit Securitization Agreement, observing the requirements of Law No. 9,514, of November 20, 1997 and, if applicable, a declaration by the company that the issuance meets the requirements established in §§ 1 and 2 of this article.

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§1. In securitization operations linked to real estate credits referring to constructed properties, with "habite-se" (occupancy permit), granted by the competent administrative body, and which meet the other applicable administrative requirements, including those related to the environment, in accordance with specific legislation, it is admitted that the formalization of the Credit Securitization Agreement be carried out within ninety days, counted from the date of issuance of the respective CRI.

§2. The hypothesis provided for in the previous paragraph is conditioned to:

I - constitution of a guarantee in favor of the CRI holder, which must be registered with the entity administering the centralized custody and financial settlement system for private securities, until the formalization of the Credit Securitization Agreement, the guarantee being discriminated in the form referred to in the caput of this article, or;

II - retention of the resources captured by the issuer in a linked account, administered jointly by the issuer and a financial institution, which may even be the liquidator before the society administering the centralized custody and financial settlement system for private securities, with the financial institution responding jointly to the CRI holder until the formalization of the Credit Securitization Agreement, the linked account being discriminated in the form referred to in the caput of this article.

§3. It is up to the financial institution to immediately communicate to the society administering the centralized custody and financial settlement system for private securities and to the CVM, within the period established in § 1 of this article, the formalization of the Credit Securitization Agreement.

Art. 7. In the public distribution of CRI with a fiduciary regime, in accordance with art. 9 of Law No. 9,514/97, the request for definitive registration must contain information about the fiduciary agent and, furthermore, the following information about the linked credits:

I - value, nature, origin and age of the credits, indicating which are the assigning institutions, their areas of operation, and species of operation from which they originated; II - existence or not of co-obligation; III - risk classification attributed to the credits, if any; IV - existence or not of guarantees and their species.

Art. 8. The deadline for closing the public distribution is six months counted from the date of issuance of the CRI.

Art. 9. The administrators of the securitization company are responsible for the veracity, consistency and sufficiency of the information provided to the market and to the CVM.

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Art. 10. The company must keep at the disposal of the CVM, at its headquarters, the documents proving the information referred to in the request for definitive registration of public distribution.

Art. 11. The definitive registration is presumed granted if the request is not denied within thirty days after its filing.

§1. The analysis period may be interrupted only once, if the CVM requests additional information or conditions the registration to modifications in the relevant documentation.

§2. To meet any requirements, a period not exceeding sixty days will be granted, counted from the dispatch of the respective correspondence.

§3. The registration will be denied when the company does not comply with the CVM's requirements, within the period stipulated in the previous paragraph.

§4. The approval or denial of the registration will be communicated to the company.

§5. The definitive registration will be cancelled if the company does not proceed with the formalization of the Credit Securitization Agreement or does not provide a guarantee to the CRI holder, as provided in §§ 1 and 2 of art. 6, respectively.

Art. 12. The denial of definitive registration, or its cancellation by the CVM, entails the suspension of the CRI's negotiation and the need for its immediate redemption and the destruction of the title by the securitization company, regardless of the CRI holder's consent.

§1. The denial of definitive registration, or its cancellation, must also be communicated to the entity administering the centralized custody and financial settlement system for private securities, so that it proceeds with the blocking of the CRI's negotiation.

§2. The company must inform the CVM of the conditions under which the redemption and destruction of the title were carried out, within three days, counted from the date of the denial of definitive registration, or its cancellation.

§3. The data regarding the redemption of the CRI must also appear in the Quarterly Information form – ITR and in the financial statements of the issuing company.

ON ADVERTISING MATERIAL

Art. 13. The use of any advertising text for the offer, advertisement or promotion of the distribution of the CRI cannot be made with information different from those contained in the request for distribution registration and must highlight, when applicable, that the distribution is carried out with provisional registration at the CVM.

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ON OFFENSES AND PENALTIES

Art. 14. It is considered a serious offense, for the purposes of § 3 of art. 11 of Law No. 6,385/76, without prejudice to the fine provided for in § 1 of the same article, the distribution:

I - carried out under conditions different from those contained in the request for provisional or definitive registration; II - which constitutes the hypothesis referred to in § 5 of art. 11; III - made without the provision of the information contained in arts. 5, 6 and 7.

Art. 15. It constitutes a hypothesis of objective nature offense, in which a summary administrative process procedure may be adopted, the non-compliance with the deadlines established in arts. 5 and 6 of this Instruction.

ON TRANSITORY PROVISIONS

Art. 16. The securitization company that is constituted within thirty days after the publication of this Instruction will have a period of ninety days, counted from the first issuance of CRI, to request the registration referred to in art. 2 of this Instruction.

Art. 17. In the event of public distribution of CRI through the intermediation of an institution that is part of the securities distribution system referred to in art. 15 of Law No. 6,385/76, the provisions of CVM Instruction No. 13, of September 30, 1980, apply, insofar as applicable.

FINAL PROVISIONS

Art. 18. The General Superintendent of the CVM is authorized to issue, adapt and alter the forms referred to in the sole paragraph of art. 2 and art. 6 of this Instruction.

Art. 19. This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Original signed by

FRANCISCO DA COSTA E SILVA
President