CVM Resolution No. 476 of January 25, 2005

CVM RESOLUTION NO. 476, OF JANUARY 25, 2005.
Delegates competence to the Superintendent of Securities Registration – SRE to grant exemptions from registration requirements in the cases specified below from Instruction CVM No. 400, of December 29, 2003, as well as to approve draft price stabilization contracts as provided for in §3 of art. 23 of that same Instruction.

The PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION - CVM makes public that the Collegiate Body, in a meeting held on this date, in view of arts. 16, XI and 17, XIII, of the Internal Regulations, approved by Ordinance 327, of July 11, 1977, of the Minister of Finance, and considering that:
a) Instruction CVM 400, of December 29, 2003, provides for public distribution offers of securities in the primary and secondary markets; b) art. 4 of Instruction CVM 400/03 establishes the possibility for the CVM, at its discretion and always considering the public interest, adequate information, and investor protection, to exempt such offers from registration, or some of the registration requirements, including regarding publications, deadlines, and procedures provided therein, considering the characteristics of the public distribution offer of securities; c) art. 23 of Instruction 400/03 allows public offers to be carried out using price stabilization contracts, whose drafts must be submitted for prior approval by the CVM; d) having passed practically one year of the effectiveness of Instruction CVM 400/03, it can be observed that the Collegiate Body had the opportunity to appreciate, on various occasions, requests for exemption from registration requirements of identical content and rationale, having granted such exemption in all cases, which thus represent a uniform understanding of this Autarchy; e) during this period, the Collegiate Body also approved, in all cases, the draft price stabilization contracts submitted for its appreciation, whose clauses and procedures usually follow a standardized model; and f) the processing of requests for registration of public distribution offers that contain requests for exemption or approval of price stabilization contracts on such settled matters would be abbreviated if the analysis of these requests were carried out by the Registration Superintendency itself, in consonance with the previous decisions of the Collegiate Body, with benefit for all involved in the operation and for the market itself;

DELIBERATED:

CVM RESOLUTION NO. 476, OF JANUARY 25, 2005.
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I – Delegate competence to the Superintendent of Securities Registration to grant exemption from the following registration requirements for public distribution offers of securities in primary or secondary markets formulated in accordance with art. 4 of Instruction CVM 400/03:
a) the obligation to present the Preliminary and Definitive Prospectus on the worldwide computer network page (art. 42, §§ 1 and 3, of Instruction CVM 400/03), in the event that some of those involved in the public distribution offer do not have their own page, and whenever the precautions adopted by the offeror and the lead institution are sufficient to achieve the publicity purpose that must be given to the Preliminary and Definitive Prospectuses of the distribution, which must be disclosed, at minimum, on the worldwide computer network pages of the issuer, the lead institution of the distribution, the other intermediary institutions, the CVM, and the stock exchange or over-the-counter organized market entity where the issuer's securities are admitted to trading; b) the obligation to include the name and address of individual offerors in the advertisements for the start and end of the securities distribution (Art. 52, Annex IV, I, and Annex V, I, of Instruction CVM 400/03), provided that such information appears, in complete form, at minimum, in the Preliminary and Definitive Prospectuses, as well as in the receipt of acquisition of the securities; and c) the prohibition of placing securities with persons considered linked to the offer in the case of distribution with excess demand greater than one-third of the quantity of securities offered (art. 55 of Instruction No. 400/03), provided that the precautions adopted by the offeror and the lead institution of the distribution are, at the judgment of the Superintendent of Securities Registration, sufficient to mitigate the possibilities of favoritism and use of information to obtain undue advantage, observing the criteria used by the Collegiate Body, in decisions issued up to the present date, to except such prohibition. The set of measures listed below has been considered sufficient by the Collegiate Body: the displacement of the end date of reservation requests made by linked persons to a date that precedes, at minimum, seven business days before the end of the collection of investment intentions (bookbuilding), restricting their participation in the offer to the portion (tranche) intended for non-institutional investors and subjecting them to the same restrictions imposed on them (such as limits on the value of the reservation request, restrictions on their participation in a single intermediary institution, conditions of withdrawal that do not depend solely on their will, and subject to pro rata allocation in case of excess demand, among others).

II – Delegate competence to the Superintendent of Securities Registration to, in the form of §3 of art. 23 of Instruction 400/03, after hearing the technical areas and institutions deemed appropriate, approve the draft price stabilization contracts intended for use in public offers, provided that such contracts provide for procedures:
a) similar to those proposed in the cases examined up to the present date by the Collegiate Body; b) that guarantee the transparency of the transactions carried out; and c) that are sufficient to eliminate the possibilities of market manipulation.

CVM RESOLUTION NO. 476, OF JANUARY 25, 2005.
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III - This Resolution enters into force on the date of its publication.
Original signed by
MARCELO FERNANDEZ TRINDADE
President