Rule · CVM · 30 Jan 2018
Issuers of structured operation certificates (COEs) and small business societies distributing securities via electronic participative investment platforms must ensure COE distributions are not public offerings registered with the CVM. Public distribution offers of shares owned by public administration entities must not target the general public and must occur through auctions organized by an organized market administrator entity. These rules amend CVM Instructions No. 400 and No. 480, replacing specific articles, and enter into force upon publication. CVM Instruction No. 286 is revoked.
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 595, OF JANUARY 30, 2018
Amends and adds provisions to CVM Instruction No. 400, of December 29, 2003, and to CVM Instruction No. 480, of December 7, 2009.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM makes it known that the Collegiate Board, in a meeting held on January 23, 2018, based on the provisions of Articles 8, item I, 19, § 5º, and 21, § 6º, of Law No. 6,385, of December 7, 1976, and Article 17, item II, letter "c", of Law No. 8,666, of June 21, 1993, APPROVED the following Instruction:
Art. 1st Article 5 of CVM Instruction No. 400, of December 29, 2003, shall be effective with the following wording:
“Art. 5th ......
I – of shares owned by the Union, States, Federal District, and municipalities and other entities of the public administration, which, cumulatively:
a) do not aim at placement with the general public; and b) are carried out in an auction organized by an administrator entity of an organized market, in accordance with Law No. 8,666, of June 21, 1993; and II – of a single and indivisible lot of securities. ......” (NR)
Art. 2nd Article 7 of CVM Instruction No. 480, of December 7, 2009, shall be effective with the following wording:
“Art. 7th ......
......
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL - CVM Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM INSTRUCTION NO. 595, OF JANUARY 30, 2018 2
VII – issuers of structured operation certificates - COEs distributed with exemption from public offering registration in accordance with a specific instruction; VIII – the small business society that is the issuer, exclusively, of securities distributed with exemption from public offering registration through an electronic participative investment platform, in accordance with specific regulation; and IX – the society whose shares owned by the Union, States, Federal District, and municipalities and other entities of the Public Administration are the object of a public distribution offer automatically exempted from registration in accordance with the specific regulation on public distribution offers of securities.
§ 1st The exemption provided for in item VII does not apply if the COE is distributed through a public offering registered with the CVM.
§ 2nd The public distribution offer referred to in item IX of the main text:
a) must not aim at placement with the general public; and b) must be carried out in an auction organized by an administrator entity of an organized market, in accordance with Law No. 8,666, of June 21, 1993.” (NR)
Art. 3rd CVM Instruction No. 286, of July 31, 1998, is hereby revoked.
Art. 4th This Instruction enters into force on the date of its publication.
Signed original by
Marcelo Barbosa
President
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