Rule · CVM · 17 May 2016
The offeror must include a draft preliminary prospectus in required documents if disclosing it for public distribution registration, ensuring it remains substantially identical to the final version except for CVM-mandated changes. Disclosure must occur via the issuer’s habitual communication channels, with newspaper summaries permitted if full text is accessible online. The draft prospectus must be available on the self-regulatory entity’s website at disclosure, and preliminary prospectuses may be disclosed during prior analysis if made available on the issuer’s, offeror’s, intermediary’s, CVM’s, exchange’s, and self-regulatory entity’s networks. This instruction amends CVM Instruction No. 471 and enters force upon publication.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 575, OF MAY 17, 2016
Amends provisions of CVM Instruction No. 471, of August 8, 2008.
The PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes public that the Collegiate Board, in a meeting held on May 4, 2016, based on the provisions of Articles 8, item I, and 19, § 5, of Law No. 6,385, of December 7, 1976, APPROVED the following Instruction:
Art. 1 Articles 3, 4, and 7 of CVM Instruction No. 471, of August 8, 2008, shall enter into force with the following wording:
“Art. 3 ......
......
§ 3 The offeror must include a draft of the preliminary prospectus among the documents provided for in item I of the caput if it intends to disclose this document for the purposes provided for in the regulation dealing with the registration of a public distribution offer. § 4 Except for changes resulting from compliance with requirements formulated by the CVM, the draft of the preliminary prospectus and the preliminary prospectus to be disclosed by the offeror in the manner of the regulation dealing with the registration of a public distribution offer must be substantially identical.” (NR)
“Art. 4......
......
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 575, OF MAY 17, 2016 2
§ 5 REVOKED
§ 6 The CVM may extend once the deadline for compliance with the requirements referred to in § 1 of this article, upon a reasoned request submitted by the self-regulatory entity, for a period not exceeding 10 (ten) business days. § 7 Prior to the disapproval of the registration request, a letter shall 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 an ordinary procedure.” (NR)
“Art. 7......
§ 1 The disclosure referred to in the caput must be made through the communication channels habitually used by the issuer for the disclosure of relevant acts or facts in accordance with specific regulation.
§ 2 If made through a newspaper of large circulation, the disclosure referred to in the caput may be made in a summarized manner, with the indication of the addresses on the worldwide computer network where the complete information must be available to all investors, in wording, at least identical to that sent to the CVM. § 3 The draft of the prospectus must be available, on the date of the disclosure to the market referred to in the caput, on the worldwide computer network page of the self-regulatory entity that received the prior analysis request.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 575, OF MAY 17, 2016 3
§ 4 The disclosure of a preliminary prospectus is permitted during the period of prior analysis at the self-regulatory entity for the purposes provided for in the regulation dealing with the registration of a public distribution offer, provided that the preliminary prospectus and the notice provided for in the regulation dealing with the registration of a public distribution offer are made available on the worldwide computer network 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 subject to the distribution are admitted to trading; and VI – of the self-regulatory entity that received the prior analysis request.” (NR)
Art. 2 Article 4-A is added to CVM Instruction No. 471, of 2008, with the following wording:
“Art. 4-A The CVM may interrupt once the analysis of the registration request, upon a reasoned request submitted by the self-regulatory entity, for a period not exceeding 30 (thirty) business days, after which the analysis deadlines resume in full, as if a new registration request by means of a simplified procedure had been presented, regardless of the phase in which the CVM's analysis was.” (NR)
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5th and 23-34th Floors – Center – Rio de Janeiro - RJ – ZIP Code: 20050-901 – Brazil Tel.: (21) 3554-8686 - www.cvm.gov.br
CVM INSTRUCTION NO. 575, OF MAY 17, 2016 4
Art. 3 Paragraph 5 of Article 4 of CVM Instruction No. 471, of August 8, 2008, is revoked.
Art. 4 This Instruction enters into force on the date of its publication.
Signed original by
LEONARDO P. GOMES PEREIRA
President
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“Amends provisions of CVM Instruction No. 471, of August 8, 2008.”
“XXXI – CVM Instruction No. 575, of May 17, 2016;”
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