Rule · CVM · 3 Feb 2014
CVM Instruction No. 546 amends Articles 13-A and 13-B of CVM Instruction No. 400 to restrict Continuous Distribution Programs to financial notes that are not linked to tied active operations or issued with conversion clauses into the issuer's shares. It mandates that automatic registration requests for these distributions include all information specified in Annex X, while dispensing with specific items b, c, e, g, j, o, p, and r. Additionally, Annex X is updated to define the detailed disclosure requirements for each title included in such programs, covering characteristics, remuneration, issuance schedules, restrictions, and ISIN codes. The instruction entered into force on the date of its publication.
Amends provisions of CVM Instruction No. 400, of December 29, 2003.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Board, in a meeting held on January 29, 2014, based on the provisions of Articles 4, item VI, 8, item I, 19, § 5, and 21 of Law No. 6,385, of December 7, 1976, APPROVED the following Instruction:
Art. 1 Articles 13-A and 13-B of CVM Instruction No. 400, of December 29, 2003, shall enter into force with the following wording:
“Art. 13-A ...
§ 1 Only financial notes may be the subject of a Continuous Distribution Program, provided they are not related to tied active operations or issued with a clause converting the financial note into shares of the issuing institution.
...
§ 3 The request for automatic registration of the distribution of financial notes, without prejudice to the requirements set forth in Articles 6-A and 6-B of this Instruction, must be accompanied by all information provided for in Annex X for each series subject to the distribution.” (NR)
“Art. 13-B ...
V the information provided for in Annex X, with items “b”, “c”, “e”, “g”, “j”, “o”, “p” and “r” being waived.” (NR)
Art. 2 Annex X of CVM Instruction No. 400, of 2003, shall enter into force in accordance with the model set forth in Annex A of this Instruction.
Art. 3 This Instruction shall enter into force on the date of its publication.
Signed original by
LEONARDO P. GOMES PEREIRA
President
Describe, with respect to each of the titles included in the Continuous Distribution Program:
a. main characteristics b. remuneration or criteria for its determination
c. quantity to be offered in the issuance
d. total estimated value of the issuances e. expected issuance schedule f. restrictions on circulation, if any g. maturity or criteria for its determination h. eventual restrictions imposed on the issuer regarding:
i. the distribution of dividends
ii. the alienation of certain assets
iii. the contracting of new debts
iv. the issuance of new securities
i. conditions for altering the rights assured by such titles
j. other relevant characteristics, such as eventual clauses suspending the payment of the stipulated remuneration or clauses extinguishing the credit right represented by the Financial Note k. indicate the markets in which the titles are admitted to trading
l. distribution channels for the titles
m. eventual conditions to which the offers are subject n. provide other information that the issuer deems relevant o. ISIN code, if available p. total value of the issuance q. eventual guarantees or clause of subordination to unsecured creditors r. dates and exercise prices of eventual options for repurchase by the issuing institution or resale to the issuing institution and, if provided for in the title, how the financial burden of the financial note is modified if the option is not exercised1
1 The options must be identical for the same series of financial notes
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“Amends provisions of CVM Instruction No. 400, of December 29, 2003.”
“CVM Instruction No. 546/14 was issued”
“XXVI – CVM Instruction No. 546, of February 3, 2014;”
This document amends: CVM Instruction 400 of December 29, 2003 - Public Offerings of Securities
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