CVM Instruction No. 471 of August 8, 2008, with amendments introduced by CVM Instruction No. 575/16 and CVM Resolution No. 3/20

CVM INSTRUCTION NO. 471, OF AUGUST 8, 2008, WITH AMENDMENTS INTRODUCED BY CVM INSTRUCTION NO. 575/16 AND CVM RESOLUTION NO. 3/20.

Provides for the simplified procedure for the registration of public distribution offers of securities.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on July 29, 2008, based on the provisions of arts. 2, 8, items I and II, and 19, § 5 of Law No. 6,385, of December 7, 1976, approved the following Instruction:

Scope
Art. 1 This Instruction regulates the simplified registration procedure for public distribution offers of securities and the agreements to be entered into with self-regulatory entities to allow them to conduct preliminary analyses related to the simplified procedure.

§ 1 Public distribution offers of securities whose issuers are:
I – public companies;
II – investment funds; or
III – foreign companies or similar companies that are sponsors of securities deposit certificate programs - BDR.

§ 2 Registration requests for the first public distribution offer of shares, depositary receipts of shares, or BDRs, related to the issuers mentioned in items I and III, cannot be made through the simplified procedure.

§ 3 For the purposes of § 2, any securities that confer upon the holder the right to acquire shares or BDRs, as a result of their conversion or the exercise of the rights inherent to them, shall be equated to shares and BDRs, provided they are issued by the issuer of the underlying securities.

§ 2 Registration requests for the first public distribution offer of shares, depositary receipts of shares, or BDRs backed by shares, related to the issuers mentioned in items I and III, cannot be made through the simplified procedure.

§ 3 For the purposes of § 2, any securities that confer upon the holder the right to acquire shares or BDRs backed by shares, as a result of their conversion or the exercise of the rights inherent to them, shall be equated to shares and BDRs backed by shares, provided they are issued by the issuer of the underlying securities.

• §§ 2 and 3 with wording given by CVM Resolution No. 3, of August 11, 2020.

Simplified Procedure
Art. 2 The registration request through the simplified procedure must be made, in the name of the offeror, by a self-regulatory entity authorized by the CVM for this purpose.

Sole paragraph. Self-regulatory entities will be authorized by the CVM to exercise the functions described in this Instruction through the celebration of agreements, in accordance with art. 6.

Art. 3 The simplified procedure request must be accompanied by:
I – all documents that should accompany the registration requests for the respective public distribution offer, according to the CVM rules applicable; II – all correspondence and information exchanged between the self-regulatory entity and the offeror regarding the registration request under analysis; III – proof of payment of the corresponding supervision fee; and IV - technical report prepared by the affiliated self-regulatory entity in accordance with the terms established by the agreement.

§ 1 The report referred to in item IV should recommend the approval or denial of the registration of the public offer under analysis.

§ 2 Without prejudice to the provisions of art. 5, when analyzing registration requests, the affiliated self-regulatory entity cannot allow or admit the substitution of mandatory documents, information, or procedures imposed by CVM rules.

§ 3 The offeror must include the draft preliminary prospectus among the documents provided for in item I of the main text if it intends to disclose this document for the purposes provided for in the norm that deals with the registration of public distribution offers.

§ 4 Reserving the changes resulting from compliance with requirements formulated by the CVM, the draft preliminary prospectus and the preliminary prospectus to be disclosed by the offeror in the manner of the norm that deals with the registration of public distribution offers must be substantially identical.

• §§ 3 and 4 included by CVM Instruction No. 575, of May 17, 2016.

Art. 4 The CVM will have a period of 7 (seven) business days, counted from the date of filing, to express its opinion on the registration request, which may:
I – approve the request;
II – deny the request; or
III – request documents, changes, and additional information, through a letter sent to the self-regulatory entity, with a copy to the lead institution of the distribution and to the offeror.

§ 1 The documents related to the compliance with the requirements must be delivered to the CVM by the self-regulatory entity, within 20 (twenty) business days, counted from the date of receipt of the request referred to in item III, accompanied by a new technical report.

§ 2 The CVM will have a period of 4 (four) business days, counted from the date of filing of the documents and information related to the compliance with the requirements, to express its opinion on the registration request, which may approve or deny it.

§ 3 If, in addition to the documents and information presented for compliance with the requirements, changes have been made to documents and information that do not result from compliance with requirements, even due to the update of periodic or occasional financial information, the CVM will have 7 (seven) business days to express its opinion on the registration request, which may approve or deny it.

§ 4 The registration request will be automatically granted in the absence of manifestation by the CVM within the period established in the main text or in §§ 2 and 3.

§ 5 Non-compliance with the requirements or the period established in § 1 implies automatic conversion of the simplified procedure into the ordinary procedure, observing, from then on, the periods of the ordinary procedure, including for the compliance with the requirements that caused such conversion.

§ 5 REVOKED

• § 5 revoked by CVM Instruction No. 575, of May 17, 2016.

§ 6 The CVM may extend once the period for compliance with the requirements referred to in § 1 of this article, through a reasoned request presented by the self-regulatory entity, for a period not exceeding 10 (ten) business days.

§ 7 Prior to the denial of the registration request, a letter will be sent to the lead institution of the distribution and to the offeror, informing about the discrepancies found and questioning about the interest in converting the simplified procedure into the ordinary procedure.

• §§ 6 and 7 included by CVM Instruction No. 575, of May 17, 2016.

Art. 4-A The CVM may interrupt the analysis of the registration request once, through a reasoned request presented by the self-regulatory entity, for a period not exceeding 30 (thirty) business days, after which the analysis periods flow again in full, as if a new registration request through the simplified procedure had been presented, regardless of the phase in which the CVM's analysis was.

• Art. 4-A included by CVM Instruction No. 575, of May 17, 2016.

Art. 5 Offerors are permitted to formulate requests for waiver of requirements or registration, through the affiliated self-regulatory entity, within the scope of the simplified procedure.

§ 1 The request for waiver of requirements or registration, within the scope of a simplified procedure, may cause the interruption of the analysis period until the request is appreciated by the CVM.

§ 2 The technical report prepared by the affiliated self-regulatory entity must express an opinion regarding the waiver requests referred to in the main text.

Agreement
Art. 6 The CVM may celebrate agreements for the adoption of the simplified registration procedure with self-regulatory entities that, in the judgment of the Autarchy, prove to have adequate structure and technical capacity to fulfill the obligations provided for in this Instruction.

Sole paragraph. The agreements referred to in the main text must establish rules that deal, at a minimum, with:
I – the definition of the securities on which the self-regulatory entity may conduct preliminary analyses and produce technical reports, for the purposes of this Instruction; II – the criteria for conducting the preliminary analysis; III – the minimum content of the technical report to be sent to the CVM; IV – the obligations of the self-regulatory entity, including regarding:
a) diligent verification of compliance, by the offerors and intermediaries, with the laws and norms related to the intended registration; b) preparation and disclosure of internal rules on the procedures and criteria for preliminary analysis and production of technical reports; c) technical qualification and training of representatives who will conduct the preliminary analyses and produce the technical reports; d) indemnification for damages caused to the CVM by acts or omissions practiced by the self-regulatory entity or its representatives in compliance with the provisions of the agreement and this Instruction; and e) production of periodic reports on its activities of preliminary analysis and production of technical reports. V – the possibility of supervision, by the CVM, of the performance of the self-regulatory entity and its representatives in compliance with the provisions of the agreement and this Instruction; and VI – the consequences of non-compliance with the agreement by the self-regulatory entity.

General Provisions
Art. 7 The offeror must disclose to the market that filed the request for preliminary analysis for registration of public distribution offer with the self-regulatory entity, on the date of filing.

§ 1 The disclosure referred to in the main text must be made through publication in newspapers of large circulation usually used by the issuer, which may be made in a summarized form with indication of the addresses on the world wide web, where the complete information should be available to all investors, in content, at least, identical to that sent to the CVM and, if applicable, to the entity administering the market in which the issuer's securities are admitted to trading.

§ 2 The preliminary prospectus must be available, on the date of disclosure to the market referred to in the main text, at the headquarters and on the world wide web page:
I - of the issuer;
II - of the offeror;
III - of the intermediary institutions;
IV - of the CVM;
V - of the stock exchange or organized over-the-counter market in which the securities object of the distribution are admitted to trading; and VI – of the self-regulatory entity that received the preliminary analysis request.

§ 1 The disclosure referred to in the main text must be made through the communication channels usually used by the issuer for the disclosure of material acts or facts in accordance with specific regulation.

§ 2 If made through a newspaper of large circulation, the disclosure referred to in the main text may be made in a summarized form, with the indication of the addresses on the world wide web where the complete information must be available to all investors, in content, at least, identical to that sent to the CVM.

• §§ 1 and 2 with wording given by CVM Instruction No. 575, of May 17, 2016.

§ 3 The draft prospectus must be available, on the date of disclosure to the market referred to in the main text, on the world wide web page of the self-regulatory entity that received the preliminary analysis request.

§ 4 Disclosure of the preliminary prospectus is permitted during the period of preliminary analysis in the self-regulatory entity for the purposes provided for in the norm that deals with the registration of public distribution offers, provided that the preliminary prospectus and the notice provided for in the norm that deals with the registration of public distribution offers are made available on the world wide web page:
I – of the issuer;

II – of the offeror;
III – of the intermediary institutions;
IV – of the CVM;
V – of the stock exchange or organized over-the-counter market in which the securities object of the distribution are admitted to trading; and VI – of the self-regulatory entity that received the preliminary analysis request

• §§ 3 and 4 included by CVM Instruction No. 575, of May 17, 2016.

Art. 8 The offeror may, at any time and provided it is before the approval or denial of the registration request, request the conversion of the simplified procedure into the ordinary procedure.

§ 1 The request referred to in the main text will be automatically granted.

§ 2 All completed steps of the simplified procedure will be utilized in the ordinary procedure.

§ 3 The request referred to in the main text does not suspend the counting of the period of the current step, applying to it and to the following steps the periods related to ordinary procedures.

Art. 9 This Instruction enters into force on the date of its publication in the Official Gazette of the Union.

Original signed by
MARIA HELENA DOS SANTOS FERNANDES DE SANTANA
President