CVM Resolution No. 6 on the Issuance and Distribution of Audiovisual Investment Certificates

COMISSÃO DE VALORES MOBILIÁRIOS
Rua Sete de Setembro, 111/2-5º e 23-34º Andares, Centro, Rio de Janeiro/RJ – CEP: 20050-901 – Brasil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º e 4º Andares, Bela Vista, São Paulo/ SP – CEP: 01333-010 – Brasil - Tel.: (11) 2146-2000

Provides for the issuance and distribution of Investment Certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematographic works, amends CVM Instruction No. 541 of December 20, 2013, and revokes CVM Instructions Nos. 260 of April 9, 1997, and 433 of June 5, 2006.

THE PRESIDENT OF THE SECURITIES COMMISSION – CVM makes public that the Board, in a meeting held on September 9, 2020, based on the provisions of Article 8, I, of Law No. 6.385 of December 7, 1976, Article 1 of Law No. 8.685 of July 20, 1993, and Article 4, caput, and § 1 of Decree No. 6.304 of December 12, 2007, APPROVED the following Resolution:

CHAPTER I – SCOPE AND PURPOSE

Art. 1 The public distribution offer of investment certificates that characterize quotas representing rights to the commercialization of specific works and projects in the Brazilian independent audiovisual cinematographic area, as well as those for exhibition, distribution, and technical infrastructure, presented by a Brazilian national capital company (“Audiovisual Investment Certificates” or “CAV”), is automatically exempt from registration with the CVM, observing the terms of this Resolution.

Art. 1 The public distribution offer of investment certificates that characterize quotas representing rights to the commercialization of specific works and projects in the Brazilian independent audiovisual cinematographic area, as well as those for exhibition, distribution, and technical infrastructure, presented by a Brazilian national capital company (“Audiovisual Investment Certificates” or “CAV”), is not subject to registration with the CVM, observing the terms of this Resolution.

Caput with wording given by CVM Resolution No. 61, of December 27, 2021.

Sole Paragraph. The total amount of Audiovisual Investment Certificates distributed represents a percentage of the rights to commercialization of works and projects, during the term and under the conditions established by the issuing company.

Art. 2 For the purposes of this Resolution, issuing companies are considered those dedicated to the independent production of Brazilian audiovisual works, as well as Brazilian national capital companies that present specific projects for exhibition, distribution, and technical infrastructure in the audiovisual cinematographic area, as defined in the caput and § 5 of Article 1 of Law No. 8.685 of July 20, 1993.

CHAPTER II – AUDIOVISUAL INVESTMENT CERTIFICATES

Art. 3 Audiovisual Investment Certificates, which may be named or book-entry, must contain:

I – the denomination “AUDIOVISUAL INVESTMENT CERTIFICATE”; II – the order number of the CAV; III – qualification of the issuing company with the registration numbers in the General Register of Taxpayers of the Ministry of Finance and the state registration; IV – the number of project approval by the National Cinema Agency – ANCINE; V – the name of the project approved by ANCINE; VI – the total number of quotas benefiting from tax incentives and the respective percentage of participation in commercialization rights; VII – the number of quotas represented in each Audiovisual Investment Certificate; VIII – identification of the investor; IX – specification of the rights guaranteed in the venture; X – guarantees, if any; XI – deadline for project completion; XII – place and date of CAV issuance; and XIII – authorized signature of the responsible person at the issuing company.

Art. 4 The public distribution offer of Audiovisual Investment Certificates carried out under the terms of this Resolution is exempt from registration with the CVM and must be carried out by intermediary institutions authorized to act as members of the securities distribution system.

Art. 4 The public distribution offer of Audiovisual Investment Certificates carried out under the terms of this Resolution must be carried out by intermediary institutions authorized to act as members of the securities distribution system.

Art. 4 with wording given by CVM Resolution No. 61, of December 27, 2021.

Art. 5 The issuing company and the lead intermediary must make available to the general public a page on the World Wide Web, in Portuguese, where minimum information about the CAV must be disclosed, in accordance with Article 9, as well as other documents and information required by this Resolution.

Sole Paragraph. The electronic page referred to in the caput must be maintained, at minimum:

I – until the closure of the offer, in the case of the lead intermediary; and II – until the finalization of the payment of earnings resulting from the commercialization of the project, in the case of the issuing company.

Art. 6 The issuing company and intermediary institutions must maintain, for a minimum period of 5 (five) years, counted from the date of finalization of the payment of earnings resulting from the commercialization of the project, or for a longer period by express determination of the CVM, all documents and information required by this Resolution.

Sole Paragraph. The documents and information referred to in the caput may be stored in physical or electronic media, allowing the substitution of original documents with their digitized images.

CHAPTER III – INTERMEDIARIES

Art. 7 Members of the distribution system may form a consortium with the specific purpose of distributing Audiovisual Investment Certificates in the market and guaranteeing the subscription of the issuance.

§ 1 The consortium must be regulated by a contract and subcontract from which the conditions and limits of co-obligation of each participating institution and the granting of representation powers of the consortiumed societies to the distribution leader must appear, obligatorily.

§ 2 The responsibility of each of the institutions participating in the consortium formed under the terms of this article corresponds to the amount of risk assumed in the contract instrument referred to in § 1, observing the provisions of Article 8 of this Resolution.

§ 3 The total costs related to the intermediation of the public distribution, such as placement fee, leadership fee, advertising expenses, and intermediary transportation expenses, may not exceed 10% (ten percent) of the distribution amount.

Art. 8 The distribution leader is responsible for the following obligations:

I – evaluate, together with the issuing company, the feasibility of the distribution, its conditions, and the type of contract to be entered into; II – form the launch consortium, if applicable; III – advise on the preparation and disclose, on its World Wide Web page:
a) the Essential Information Document – DIE referred to in Article 9, informing the participants of the consortium, as well as those who join it subsequently, and discriminating the quantity of Audiovisual Investment Certificates initially attributed to each; b) the reports mentioned in Article 16 of this Resolution, making them available semi-annually on a World Wide Web page during the distribution period and, after 15 (fifteen) days of the closure of the CAV distribution, a final consolidated version consolidating the distribution data; IV – effect, within 48 (forty-eight) hours after receipt, the deposit of the captured resources, in accordance with Article 4 of Law No. 8.685 of 1993, possibly deducting the amounts intended for the payment of financial intermediation, observing the provisions of Article 7, § 3; V – control the fundraising limit of the issuance, respecting the maximum limit referred to in Article 4, § 2, II, of Law No. 8.685 of 1993; and VI – control the subscription bulletins, returning to the issuing company those that are not used, within a maximum period of 30 (thirty) days after the closure of the distribution.

Sole Paragraph. Audiovisual Investment Certificates of projects may only be traded in the secondary market after the release, by ANCINE, of the captured resources and the distribution has been closed.

CHAPTER IV – ESSENTIAL INFORMATION DOCUMENT

Art. 9 The issuing company must prepare an Essential Information Document – DIE, in order to allow the investor broad understanding of the Audiovisual Investment Certificates, which must contain the following information:

I – qualification of the issuing company;
II – details regarding the deliberative act of the issuance of CAV, including the date of the act, names of the signatory partners, and the person designated by the project at ANCINE; III – information regarding the project that constitutes the object of the issuance of Audiovisual Investment Certificates; IV – number and date of the ANCINE deliberations that approved the project and its reallocations and extensions, with the respective date of publication in the Official Gazette of the Union - DOU; V – number and name of the project approved by ANCINE and indication of any subsequent alterations with the description of the respective approval acts by ANCINE; VI – characteristics of the issuance, such as:
a) total value of the issuance; b) quantity of Audiovisual Investment Certificates into which the issuance is divided; and c) date of the start of the public offer, distribution term, and any postponements of said term, with the indication of the ANCINE acts that approved the fundraising term and subsequent alterations; VII – value of Audiovisual Investment Certificates in current currency; VIII – identification of the rights and obligations of the issuing company and the subscribers of the Audiovisual Investment Certificates; IX – distribution conditions concerning the placement of Audiovisual Investment Certificates with the public and any subscription guarantee provided by the leader and consortium members; X – statement of the costs of distributing Audiovisual Investment Certificates; XI – guarantees offered by the issuing company, if any; and XII – indication of the means to be used for the dissemination of the information provided in this Resolution.

Sole Paragraph. The DIE must contain a warning with the following wording: “This offer was exempt from registration by the Securities and Exchange Commission - CVM. The distribution of Audiovisual Investment Certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematographic works does not imply, by the regulatory bodies, guarantee of the veracity of the information provided or of the adequacy of the certificate to current legislation or judgment on the quality of the issuing company or the intermediary institution.”

Sole Paragraph. The DIE must contain a warning with the following wording: “This offer is not subject to registration with the Securities and Exchange Commission – CVM. The distribution of Audiovisual Investment Certificates for the production, distribution, exhibition, and technical infrastructure of Brazilian audiovisual cinematographic works does not imply, by the regulatory bodies, guarantee of the veracity of the information provided or of the adequacy of the certificate to current legislation or judgment on the quality of the issuing company or the intermediary institution.

Sole Paragraph with wording given by CVM Resolution No. 61, of December 27, 2021.

CHAPTER V – ADVERTISING MATERIAL

Art. 10. The use of any advertising text for the offer, advertisement, or promotion of the distribution of CAV does not depend on analysis and prior approval by the CVM.

Sole Paragraph. The material referred to in the caput must be consistent and not contain information divergent from the content of the DIE.

CHAPTER VI – SUSPENSION OF DISTRIBUTION

Art. 11. The Securities Registration Superintendence – SRE may suspend, at any time, the distribution that is being processed under conditions different from those contained in this Resolution or when it has been deemed illegal or fraudulent.

§ 1 The suspension period of the offer may not exceed 30 (thirty) days, during which the pointed irregularity must be remedied.

§ 2 Upon the expiration of the period referred to in § 1 without the flaws that determined the suspension having been remedied, the SRE must cancel the offer definitively.

CHAPTER VII – CLOSURE OF DISTRIBUTION

Art. 12. Upon the closure of the distribution and integration, the lead institution must disclose the fundraising results on the World Wide Web pages dedicated to publications regarding the offer, as provided in Article 5.

CHAPTER VIII – OBLIGATIONS OF THE ISSUING COMPANY

Art. 13. It is incumbent upon the issuing company, directly or indirectly, to provide:

I – the acquisition of rights to literary works, arguments, and scripts necessary for video-cinematographic productions; II – the hiring of directors, technical personnel, and artistic services; III – the purchase or rental of equipment and materials; IV – the hiring of financial and administrative advisory services; and V – all other activities necessary for the execution of the venture.

Sole Paragraph. The expenses resulting from the hiring of financial intermediation are included among the budgetary costs and may be deducted from the captured resources, in accordance with item IV of Article 8 of this Resolution.

Art. 14. The issuing company must maintain transfer registration books for Audiovisual Investment Certificates or contract the provision of securities bookkeeping services, in accordance with the specific regulation of the CVM.

Art. 15. The accounting of commercialization rights must be carried out in specific books and separately and is the responsibility of an accountant accredited by the respective Regional Council of Accounting - CRC.

Art. 16. The issuing company must prepare semi-annually, by January 10 (ten) and July, a report on the integration of CAV and the evolution of the project, according to the forms contained in Annexes A and B to this Resolution.

§ 1 The CAV integration report must contain, at minimum, the following data:

I – month and year of reference;
II – name of the project and its project approval number at ANCINE; III – identification of the issuing company and the financial intermediary;

IV – value of the issuance;
V – quantity of CAV integrated, in the period; VI – balance of undistributed CAV, reported in the previous report, as well as the current balance of CAV to be distributed; and VII – date of CAV integration, names of subscribers, and respective integrated quantities.

§ 2 The physical evolution report of the project must contain, in addition to the information contained in items I to III of § 1, the following data:

I – the planned dates for the start and end of each phase of the project, as approved by ANCINE; II – the actual dates of the start and end of each phase of the project, according to its respective evolution; and III – information on relevant events that occurred during the period.

§ 3 The CAV integration report and the physical evolution report of the project must be disclosed on the issuer's World Wide Web page, in accordance with Article 5, whereby for this purpose, the integration report must omit the name and identification of the subscriber of each integration of the CAV.

Art. 17. Once the project is completed, the issuing company must prepare, semi-annually, a report containing information regarding the earnings resulting from the commercialization of the project, according to the form contained in Annex C, which must be disclosed on the issuer's World Wide Web page, in accordance with Article 5, within 30 (thirty) days of the end of the semester.

§ 1 The report referred to in the caput must contain, in addition to the information contained in items II and III of § 1 of Article 16, the following data:

I – semester and year of reference;

II – gross revenue earned in the period, with identification of its sources, taxes and fees levied, commercialization expenses, distribution commissions, exhibitor participation, as well as any other costs or expenses associated with it; III – net income of the period, base value for the calculation of participations to be attributed to holders of Audiovisual Investment Certificates; IV – percentage of participation contractually attributed to holders of Audiovisual Investment Certificates; V – quantity of Audiovisual Investment Certificates issued; VI – global amount attributed to subscribers; and VII – net value, in current currency, of the unitary participation of each certificate of the project.

§ 2 The semi-annual report must be signed by the director or managing partner of the issuing company, responsible for the project with the CVM, and by an accountant accredited by the respective Regional Council of Accounting - CRC.

CHAPTER IX – ASSEMBLY OF HOLDERS OF AUDIOVISUAL INVESTMENT CERTIFICATES

Art. 18. Holders of Audiovisual Investment Certificates may hold an assembly to elect a representative, to whom the issuing company must guarantee access to the accounting of commercialization rights.

Art. 19. Only a natural or legal person who meets the following requirements may exercise the function of representative of holders of Audiovisual Investment Certificates:

I - be a holder of a Certificate; and
II - not hold a position or function in the issuing company, or provide it with advisory or services of any nature.

Art. 20. The assembly may be convened by any of the CAV holders.

Sole Paragraph. The deliberation quorum is that of an absolute majority of the Audiovisual Investment Certificates issued.

CHAPTER X – SERIOUS OFFENSE

Art. 21. A serious offense is considered the distribution carried out without the intermediation of the institutions mentioned in Article 7 of this Resolution.

CHAPTER XI – FINAL PROVISIONS

Art. 22. CVM Instruction No. 541 of December 20, 2013, shall enter into force with the following wording:

“Art. 3º ............................................................
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Sole Paragraph. ..............................................
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III – structured operations certificates - COE not admitted to trading in a centralized and multilateral system maintained by an entity administering an organized market; IV – securities issued by small business societies distributed with exemption from public offer registration through an electronic investment platform, according to specific regulation; and V – audiovisual investment certificates – CAV.”(NR)

Art. 23. CVM Instruction No. 260 of April 9, 1997, and CVM Instruction No. 433 of June 5, 2006, are revoked.

Art. 24. This Resolution enters into force on the date of its publication and also applies to distributions of Audiovisual Investment Certificates of projects that have already carried out previous issuances.

Electronically signed by
MARCELO BARBOSA
President

ANNEX “A” TO CVM RESOLUTION NO. 6, OF SEPTEMBER 14, 2020
CAV INTEGRATION REPORT - RIC

a. Month and year of reference; b. Name of the project at ANCINE;
c. Project approval number at ANCINE (SALIC No.);
d. Name/Corporate Name of the issuer; e. CNPJ of the issuing company; f. Name/Corporate Name of the financial intermediary; g. CNPF of the financial intermediary; h. Value of the issuance (R$);
i. Quantity of Audiovisual Investment Certificates issued;
j. Unitary value of Audiovisual Investment Certificates (R$); k. Date of start of distribution of Audiovisual Investment Certificates;
l. List of each integration, from the start of the distribution until the current month of reference, containing, for each integration:

date of integration of Audiovisual Investment Certificates;
name and identification of the subscriber (only in the version archived at the issuing company and financial intermediary, excluding from the version disclosed on the network);
respective integrated quantities;
m. List of partial cancellations that have occurred since the start of the distribution until the current month of reference, containing:
date of partial cancellation of Audiovisual Investment Certificates;
respective cancelled quantities;
n. Balance of remaining undistributed Audiovisual Investment Certificates. o. Project responsible
Full name
Identity or CPF
p. Date of completion:

SECURITIES 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

ANNEX “B” TO CVM RESOLUTION NO. 6, OF SEPTEMBER 14, 2020
PHYSICAL EVOLUTION REPORT – REF

a. Month and year of reference; b. Project name at ANCINE;
c. Project approval number at ANCINE (SALIC No.);
d. Name/Corporate Name of the issuing company; e. CNPJ of the issuing company; f. List of project phases, as approved by ANCINE:

PRE-PRODUCTION: scheduled start date, scheduled end date;
PREPARATION: scheduled start date, scheduled end date;
FILMING: scheduled start date, scheduled end date;
POST-PRODUCTION: scheduled start date, scheduled end date;
FINALIZATION: scheduled start date, scheduled end date;
g. List of project phases, according to their respective actual progress:
PRE-PRODUCTION: scheduled start date, scheduled end date;
PREPARATION: scheduled start date, scheduled end date;
FILMING: scheduled start date, scheduled end date;
POST-PRODUCTION: scheduled start date, scheduled end date;
FINALIZATION: scheduled start date, scheduled end date;
h. Information on relevant events that occurred.
i. Project responsible
Full name
Identity card or CPF (Individual Taxpayer Registry)
j. Date of completion:

ANNEX “C” TO CVM RESOLUTION NO. 6, OF SEPTEMBER 14, 2020
SEMI-ANNUAL AUDIOVISUAL INFORMATION – ISA

a. Initial month/year – final month/year of the reference semester; b. Project name at ANCINE;
c. Project approval number at ANCINE (SALIC No.);
d. Name/Corporate Name of the issuing company; e. CNPJ of the issuing company; f. Gross revenue earned in the period (R$), with identification of its sources, g. Taxes and levies applicable (R$), h. Marketing expenses (R$),
i. Distribution commissions (R$),
j. Exhibitor participation (R$), k. Other costs or expenses (R$);
l. Net income of the period (R$) - base value for the calculation of participations to be attributed to holders of Investment Certificates;
m. Contractually attributed participation percentage to holders of Audiovisual Investment Certificates (%); n. Quantity of Audiovisual Investment Certificates issued; o. Global amount attributed to subscribers (R$); and p. Net value (R$), in current currency, of the unit participation of each Certificate of the project. q. Qualified Accountant

Name
Registration No. (CRC)
r. Project responsible
Name
Identity card or CPF (Individual Taxpayer Registry)
s. Date of completion:

CVM Resolution No. 6 on the Issuance and Distribution of Audiovisual Investment Certificates

Lineage: Amended

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