CVM Resolution No. 27 of April 8, 2021

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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CVM RESOLUTION NO. 27, OF APRIL 8, 2021

Waives the submission of the subscription form in public distribution offerings of securities settled through a system administered by an entity administering organized securities markets, provides for the submission of an acceptance document in the context of public offerings, and revokes CVM Deliberation No. 860, of July 22, 2020.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM, based on art. 19, § 5º, item II, of Law No. 6.385, of December 7, 1976, makes public that the Board, in a meeting held on March 24, 2021, considering that:

a) Law No. 13.874, of September 20, 2019, amended the wording of § 2º of art. 85 of Law No. 6.404, of December 15, 1976, which now provides that “the signing of a list or subscription form referred to in the caput of this article shall be waived in the event of a public offering whose settlement occurs through a system administered by an entity administering organized securities markets.”;

b) CVM Instruction No. 400, of December 29, 2003, requires, as one of the documents for the registration of the public offering, the submission of a model of subscription form or acquisition receipt, in accordance with its Annex II, item 4;

c) The CVM Board issued CVM Deliberation No. 860, of July 22, 2020, through which competence was delegated to the Superintendent of Securities Registration - SRE to waive the submission of a subscription form in the context of public distribution offerings, provided that an acceptance document of the offering by the investor was formalized, which should contain certain information;

d) on March 10, 2021, Public Hearing Notice SDM No. 02/21 was published, in which drafts of three norms related to the new regulatory framework for public offerings were presented, proposing the waiver of the acceptance document in the case of offerings intended exclusively for professional investors; and

e) due to the proposal referred to in item “d” above, the CVM considers it pertinent and opportune to waive, on an experimental and temporary basis, the submission of the acceptance document in the case of institutional investors, which will allow the Agency to verify the benefits of this flexibility and anticipate any issues related to its implementation;

APPROVED the following Resolution:

Art. 1º The submission of a subscription form or acquisition receipt in the context of a registration request for a public distribution offering of securities, required in accordance with item 4, Annex II, of CVM Instruction 400, of 2003, is waived in the case of public offerings settled through a system administered by an entity administering organized securities markets, in accordance with the provisions of § 2º of art. 85 of Law No. 6.404, of 1976, subject to the provisions of art. 2º of this Resolution.

Art. 2º In offerings where the waiver provided for in art. 1º is used, the intermediary must adopt procedures it deems necessary to formalize an acceptance document of the offering, which must contain the following information, as applicable:

I – conditions for full payment, subscription, or acquisition of over-subscriptions;

II – conditions applicable if the offering includes the possibility of partial distribution;

III – identification of the investor’s status linked to the offering; and

IV – term of obtaining a copy of the preliminary or definitive prospectus.

§ 1º The submission of the acceptance document referred to in the caput of this article is waived, on an experimental basis, in the case of institutional investors.

§ 2º For the purposes of § 1º, institutional investor is considered to be a category that exclusively covers the following investors:

I – financial institutions and other institutions authorized to operate by the Central Bank of Brazil;

II – insurance companies and capitalization societies;

III – open and closed complementary pension entities;

IV – endowment funds;

V – investment funds registered with the CVM;

VI – investment clubs, provided that their portfolio is managed by a securities portfolio administrator authorized by the CVM; and

VII – non-resident investors with qualifications analogous to those of the categories listed in items I to VI of this paragraph in their respective countries of origin.

Art. 3º The measures provided for herein apply to registration requests for public offerings filed from the beginning of the effectiveness of this Resolution.

Art. 4º CVM Deliberation No. 860, of 2020, is hereby revoked.

Art. 5º This Resolution enters into force on May 3, 2021.

Signed electronically by
MARCELO BARBOSA
President