2020-10-14
Added · Updated
CVM Resolution No. 8 regulates the public distribution of Structured Operations Certificates (COE), Financial Notes (LF), and Secured Real Estate Notes (LIG) when registration is waived, requiring issuers to provide an Essential Information Document (DIE) and intermediaries to obtain risk acknowledgment from investors. The resolution exempts specific distribution activities from CVM registration and intermediary requirements for certain financial institutions issuing their own instruments, while mandating strict advertising standards, including risk warnings and the disclosure of past performance data. It also establishes record-keeping obligations for five years and repeals previous instructions and articles from CVM Instructions 400, 476, 480, and 541.
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SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven de Setembro Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 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 RESOLUTION NO. 8, OF OCTOBER 14, 2020
WITH AMENDMENTS INTRODUCED BY
CVM RESOLUTIONS NOS. 15/21, 61/21 AND 162/22
Provides for the public distribution offers of Structured Operations Certificates – COE and of the credit instruments Financial Note – LF and Secured Real Estate Note – LIG carried out with exemption from registration, amends provisions of CVM Instruction No. 400, of December 29, 2003, of CVM Instruction No. 476, of January 16, 2009, of CVM Instruction No. 480, of December 7, 2009, and of CVM Instruction No. 541, of December 20, 2013, and revokes CVM Instruction No. 569, of October 14, 2015.
Provides for the public distribution offers of Structured Operations Certificates – COE and of the credit instruments Financial Note – LF and Secured Real Estate Note – LIG, amends provisions of CVM Instruction No. 400, of December 29, 2003, of CVM Instruction No. 476, of January 16, 2009, of CVM Instruction No. 480, of December 7, 2009, and of CVM Instruction No. 541, of December 20, 2013, and revokes CVM Instruction No. 569, of October 14, 2015.
THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM makes public that the Collegiate Board, in a meeting held on October 7, 2020, based on the provisions of arts. 2º, items VII and VIII, and 19, § 5º, item I, of Law No. 6.385, of December 7, 1976, in arts. 39 and 43 of Law No. 12.249, of June 11, 2010, in art. 93 of Law No. 13.097, of January 19, 2015, and in arts. 10, 12 and 18 of Resolution of the National Monetary Council No. 4.263, of September 5, 2013, APPROVED the following Resolution:
CHAPTER I – SCOPE AND PURPOSE
Art. 1. This Resolution regulates the public distribution offers of the Structured Operations Certificate – COE and of the credit instruments Financial Note – LF and Secured Real Estate Note – LIG carried out with exemption from registration, and aims to ensure the protection of investors and the market in general, through requirements for adequate disclosure of information about the certificates and instruments.
Sole Paragraph. The general provisions defined in specific regulation on public distribution offers of securities do not apply to the public distribution offer of COE, LF or LIG carried out with exemption from registration under the terms of this Resolution.
Art. 1. This Resolution regulates the public distribution offers of the Structured Operations Certificate – COE and of the credit instruments Financial Note – LF and Secured Real Estate Note – LIG, and aims to ensure the protection of investors and the market in general, through requirements for adequate disclosure of information about the certificates and instruments.
Sole Paragraph. The general provisions defined in specific regulation on public distribution offers of securities do not apply to the public distribution offer of COE, LF or LIG carried out under the terms of this Resolution.
CHAPTER II – PUBLIC DISTRIBUTION OFFER OF COE, LF AND LIG
Art. 2. The public distribution offer of COE, LF or LIG carried out under the terms of this Resolution is exempt from registration with the CVM and will be carried out by intermediary institutions qualified to act as members of the securities distribution system.
§ 1. This Resolution does not apply in the case of LF linked to an active operation.
§ 2. The requirement to hire intermediaries who are members of the securities distribution system is waived, provided that the provisions of this Resolution are met:
I – commercial banks, savings banks and multiple banks without an investment portfolio, in the public distribution of COE issued by them;
II – multiple banks without an investment portfolio, commercial banks, development banks, credit, financing and investment companies, savings banks, mortgage companies, real estate credit companies, credit cooperatives and the National Bank for Economic and Social Development (BNDES), in the public distribution of LF issued by them; and
III – multiple banks without an investment portfolio, commercial banks, credit, financing and investment companies, savings banks, mortgage companies, savings and loan associations, and credit cooperatives, in the public distribution of LIG issued by them.
Art. 2. The public distribution offer of COE, LF or LIG carried out under the terms of this Resolution is not subject to registration with the CVM and will be carried out by intermediary institutions qualified to act as members of the securities distribution system.
Art. 3. The intermediary institution, or the issuer acting in this capacity under the terms of § 2 of art. 2, must:
I – deliver to the investor the Essential Information Document – DIE, as provided for in Chapter III, before the acquisition of COE, LF or LIG; and
II – maintain a term of adherence and risk awareness, dated and signed by the holder, with the following wording: “I received a copy of the Essential Information Document – DIE prior to the acquisition [of the COE], [of the LF], or [of the LIG] and became aware of its operation and risks”.
§ 1. The provisions of items I and II of the caput may be met with the availability of the DIE and the manifestation of the holder, both electronically.
§ 2. The obligations of the caput are waived when:
I – the acquirer is a professional investor; or
II – the COE, LF or LIG is traded in a centralized and multilateral system maintained by an entity administering an organized market.
§ 3. Regarding LF, the collection of the term of adherence and risk awareness may be done in a consolidated manner for different acquisitions made by the same investor, except in the case of subordinate LF.
§ 4. Regarding LIG, the collection of the term of adherence and risk awareness may be done at the time of the first acquisition of the instrument by the investor in a given issuance program.
Art. 4. Acts of public distribution are the sale, promise of sale, offer for sale or subscription, as well as the acceptance of a request for sale or subscription of COE, LF or LIG, which contain any of the following elements:
I – the use of lists or sales or subscription bulletins, brochures, prospectuses or advertisements, intended for the public, by any means or form;
II – the solicitation, in whole or in part, of indeterminate subscribers or acquirers for COE, LF or LIG, even if carried out through standardized communications addressed to individually identified recipients, by employees, representatives, agents or any natural or legal persons, members or not of the securities distribution system, or, furthermore, if in non-compliance with the provisions of this Resolution, the inquiry about the feasibility of the offer or the collection of investment intentions from indeterminate subscribers or acquirers;
III – the negotiation made in a store, office or establishment open to the public intended, in whole or in part, for indeterminate subscribers or acquirers; or
IV – the use of advertising, oral or written, letters, advertisements, notices, especially through mass communication media or electronic (pages or documents on the worldwide network or other open computer networks and electronic mail), understood as such any form of communication directed to the general public with the aim of promoting, directly or through third parties acting on behalf of the issuer, the subscription or alienation of COE, LF or LIG.
Sole Paragraph. For the purposes of this Resolution, the general public is considered to be a class, category or group of people, even if individualized in this capacity, except those who have a prior commercial, credit, corporate or labor relationship, close and habitual, with the issuer.
Art. 4. A public distribution offer is constituted by the act of communication originating from the offeror, from the issuer, when this is not the offeror, or from any natural or legal persons, members or not of the securities distribution system, acting on behalf of the issuer, the offeror or the intermediary institutions, disseminated by any means or form that allows reaching several recipients and whose content and context represent an attempt to awaken interest or prospect investors for the realization of investment in a specific COE, LF or LIG.
Sole Paragraph. Without prejudice to other acts that fall under the caput, examples that characterize an offer as public are:
I – the use of advertising material directed to the general investing public;
II – the solicitation, in whole or in part, of indeterminate investors for investment in the COE, LF or LIG, by any natural or legal persons, members or not of the securities distribution system, acting on behalf of the issuer, the offeror or the intermediary institutions;
III – the negotiation made in a store, office, establishment open to the public, page on the worldwide computer network, social network or application, intended, in whole or in part, for indeterminate subscribers or acquirers;
IV – the practice of any acts described in items II and III, when resulting from standardized and massified communication, even if the recipients of the communication are individually identified.
CHAPTER III – INFORMATION DISCLOSURE
Section I – Essential Information Document – DIE
Art. 5. The issuer must prepare an Essential Information Document – DIE, which allows the investor to understand the operation and characteristics of the COE, LF or LIG, their payment flows and the risks incurred.
Art. 6. The DIE must:
I – contain true, complete, consistent information that does not mislead the investor;
II – be written in simple, clear, objective, concise language and adequate to its nature and complexity; and
III – be useful for the evaluation of investing in the COE, LF or LIG.
Sole Paragraph. In the event that an exemption was used based on item II, § 2 of art. 3, the issuer must maintain an electronic version of the DIE at an address on the worldwide network, in Portuguese, and access to the document cannot be restricted by passwords or any obstacle to access by the general public.
Art. 7. The DIE must present the items listed in Annexes A, B and C to this Resolution.
Sole Paragraph. The formatting, structure and arrangement of the DIE information must not diminish the relevance of any of the items contained in the annexes.
Section II – Advertising Material
Art. 8. The use of any advertising text for offer, advertisement or promotion in the public distribution offers of COE, LF or LIG exempt from registration under the terms of this Resolution, by any form or means broadcast, including audiovisual, must:
Art. 8. The use of any advertising text for offer, advertisement or promotion in the public distribution offers of COE, LF or LIG under the terms of this Resolution, by any form or means broadcast, including audiovisual, must:
I – follow the general rules of information disclosure provided for in the items of art. 6 of this Resolution;
II – be consistent and not contain information divergent from the content of the DIE;
III – use calm and moderate language, warning about the risks of the investment, including that the receipt of amounts due to the investor is subject to the credit risk of the issuer, according to the characteristic of the certificate or instrument;
IV – mention that it is advertising material;
V – alert to the existence of the DIE and the means to obtain a copy, as well as the warning in bold with the following wording: “READ THE ESSENTIAL INFORMATION DOCUMENT BEFORE INVESTING [IN THIS STRUCTURED OPERATIONS CERTIFICATE], [IN THIS FINANCIAL NOTE], or [IN THIS SECURED REAL ESTATE NOTE]”;
VI – highlight that the structured operations certificate – COE is of the “Investment with Nominal Value at Risk” modality, when applicable; and
VII – include a warning in bold with the following wording “This offer was automatically exempt from registration by the Securities and Exchange Commission of Brazil - CVM. The CVM did not previously analyze this offer. The distribution [of the Structured Operations Certificate – COE], [of the Financial Note – LF] or [of the Secured Real Estate Note – LIG] does not imply, on the part of the CVM, a guarantee of the veracity of the information provided, of the adequacy [of the Certificate] or [of the Note] to current legislation or judgment on the quality of the issuer or the intermediary institution”.
VII – include a warning in bold with the following wording “This offer is not subject to registration with the Securities and Exchange Commission of Brazil – CVM. The CVM did not previously analyze this offer. The distribution [of the Structured Operations Certificate – COE], [of the Financial Note – LF] or [of the Secured Real Estate Note – LIG] does not imply, on the part of the CVM, a guarantee of the veracity of the information provided, of the adequacy [of the Certificate] or [of the Note] to current legislation or judgment on the quality of the issuer or the intermediary institution”.
Art. 9. If the information disclosed in advertising materials contains inaccuracies or improprieties that may mislead the investor in their evaluation, the CVM may require:
I – the cessation of the disclosure of the information; and
II – the broadcasting, with equal prominence and through the medium used to broadcast the original information, of corrections and clarifications, which must expressly state that the information is being republished by determination of the CVM.
Section III – Responsibilities
Art. 10. The issuing institution is responsible for the truthfulness, consistency, quality and sufficiency of the information provided for the purposes of carrying out a public offer with exemption from registration carried out under the terms of this Resolution.
Art. 10. The issuing institution is responsible for the truthfulness, consistency, quality and sufficiency of the information provided for the purposes of carrying out a public offer under the terms of this Resolution.
Sole Paragraph. The intermediary institution must take all precautions and act with high standards of diligence, being responsible for lack of diligence or omission, to ensure that:
I – the information provided by the issuer is true, consistent, current, correct and sufficient, allowing investors to make an informed decision regarding the public offer with exemption from registration; and
I – the information provided by the issuer is true, consistent, current, correct and sufficient, allowing investors to make an informed decision regarding the public offer; and
II – the information provided to the market during the entire distribution period, including any eventual or periodic information that may integrate the DIE, is sufficient, allowing investors to make an informed decision regarding the offer.
Section IV – Disclosure of Yield and Results
Art. 11. If the advertising material for COE, LF or LIG contains scenarios, the best scenario cannot be highlighted to the detriment of other scenarios.
Art. 12. Mentions of yields, including in the DIE, must always include the corresponding effective rates expressed as a percentage per year, with equal prominence.
Art. 13. Any information disclosed by any means, including the DIE, in which reference is made to the past yield of COE must:
I – include a warning in bold with the following wording: “Mention of past yields is not a guarantee of future yield”;
II – include clear identification of the reference period of the past yield, namely the initial and final dates;
III – mention that the net yield depends on the applicable taxation;
IV – present a graph with the evolution of the performance earned at maturity, calculated daily, of certificates identical to the COE being offered that have matured in an interval at least identical to the duration of the COE and whose final date is, at most, 30 (thirty) days prior to the issuance date; and
V – when the reference is to the evolution of the price of the underlying assets of the COE, include a warning, in bold, with the following wording: “These values are merely illustrative and do not represent the past performance of the COE”.
Art. 14. The issuing institution must maintain, on its website, a specific section dedicated to informing the final parameters defined for the COE, including distribution costs, as well as the results of the COE issued by it.
Sole Paragraph. The information referred to in the caput must be updated within 7 (seven) days after the effective issuance of the COE, in the first case, and after the maturity of the certificate, in the second case.
CHAPTER IV – RECORD KEEPING
Art. 15. The issuer of COE, LF or LIG and the intermediary institutions must maintain, for a minimum period of 5 (five) years, counted from the maturity date of the certificate or note, 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 replacement of original documents with their digitized images.
CHAPTER V – FINAL PROVISIONS
Art. 16. The rules issued by the CVM regarding the exercise of the function of fiduciary agent are not applicable to the fiduciary agent of LIG; the rules established by the National Monetary Council regarding LIG are applicable.
Art. 17. Arts. 13-A to 13-F, as well as the title “CONTINUOUS DISTRIBUTION PROGRAMS” that precedes them, and Annex X, all of CVM Instruction No. 400, of December 29, 2003, are revoked.
Art. 18. Items VI and X of art. 1 of CVM Instruction No. 476, of January 16, 2009, are revoked.
Art. 19. Art. 7 of CVM Instruction No. 480, of December 7, 2008, shall be effective with the following wording:
“Art. 7. .............................................................
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VI – issuers of Financial Notes - LF distributed with exemption from registration of public offer under the terms of specific regulation;
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
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VIII – the small business company that is an issuer, exclusively, of securities distributed with exemption from public offering registration through an electronic participatory investment platform, in accordance with specific regulation; IX – the company 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 exempt from registration in accordance with the specific regulation on public distributions of securities; and X – issuers of Secured Real Estate Notes - LIG distributed with exemption from public offering registration in accordance with specific regulation. § 1º The exemptions provided for in items VI, VII and X do not apply if the LF, COE or LIG, respectively, is distributed through a public offer registered with the CVM. ...........................................................................” (NR) Art. 20. Art. 3º of CVM Instruction No. 541, of December 20, 2013, shall be amended as follows:
“Art. 3º .............................................................
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Sole Paragraph. .................................................
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IV – securities issued by small business companies distributed with exemption from public offering registration through an electronic participatory investment platform, in accordance with specific regulation; V – audiovisual investment certificates – CAV; and VI – Financial Notes – LF not admitted to trading in a centralized and multilateral system maintained by an entity administering an organized market.” (NR) Art. 21. The following is considered a serious offense, for the purposes of § 3º of Art. 11 of Law No. 6.385, of December 7, 1976:
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020 I – the conduct of a public offer of COE, LF or LIG without registration with the CVM with non-observance of Arts. 2º, 3º, 5º to 10, 12 and 13 of this Resolution; and I – the conduct of a public offer of COE, LF or LIG with non-observance of Arts. 2º, 3º, 5º to 10, 12 and 13 of this Resolution; and
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
ANNEX A TO CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
Provides for the Essential Information Document of the Structured Operations Certificate – DIE-COE, referred to in Arts. 3º, item I, and 7º.
Essential Information Document of the Structured Operations Certificate – DIE-COE I – name of the issuer and its National Registry of Legal Entities number – CNPJ; II – warning that the receipt of amounts due to the investor is subject to the credit risk of the issuer of the certificate; III – description of the nature and essential characteristics highlighting whether the COE is of the “Investment with Protected Nominal Value” or “Investment with Nominal Value at Risk” modality, as well as the detailing of the particularities inherent to the respective modality, especially regarding the possibility of loss of invested capital; IV – minimum initial investment, or nominal value, if applicable; V – the conditions for periodic payment of earnings, if applicable; VI – the maturity date or term of the operation; VII – the portion of the investment value protected, with warning about the need for immobilization of capital for a certain period for the existence of this protection, if applicable; VIII – the underlying assets used as benchmarks and information on the means of obtaining the values of the indices, rates or quotes thereof by investors; IX – warning that this is not a direct investment in the underlying asset; X – complete data on all possible scenarios of COE performance in response to the alternative behaviors of the underlying assets, including warning that such results are valid at maturity; XI – the specification of the rights and obligations of the holder and the issuer, respectively, which may influence the remuneration conditions; XII – the conditions for repurchase or redemption before the agreed maturity;
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020 XIII – warning about the conditions for physical delivery of the underlying asset, if applicable; XIV – warning about the conditions that imply the extinction of the certificates before the agreed maturity, if applicable; XV – warning about the liquidity conditions of the investment, including information on the admission to trading of the COE in a secondary market and on the market maker, if applicable; XVI – indication and a brief description of the main risk factors; XVII – warning that the COE is not guaranteed by the Credit Guarantee Fund - FGC; XVIII – indication of the entities administering organized markets that maintain recording systems in which the COE will be issued; XIX – highlighted warning with the following wording: “This offer was automatically exempt from registration by the Securities and Exchange Commission - CVM. The CVM has not previously analyzed this offer. The distribution of the Structured Operations Certificate – COE does not imply, on the part of the CVM, a guarantee of the truthfulness of the information provided, of the adequacy of the Certificate to current legislation or judgment on the quality of the issuer or the intermediary institution.”; XIX – highlighted warning with the following wording: “This offer is not subject to registration with the Securities and Exchange Commission – CVM. The CVM has not previously analyzed this offer. The distribution of the Structured Operations Certificate – COE does not imply, on the part of the CVM, a guarantee of the truthfulness of the information provided, of the adequacy of the Certificate to current legislation or judgment on the quality of the issuer or the intermediary institution.”;
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020 a) for certificates without protected capital, number and volume in the period, indicating the percentages according to the following categories:
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
ANNEX B TO CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
Provides for the Essential Information Document of the Financial Note – DIE-LF, referred to in Arts. 3º, item I, and 7º.
Essential Information Document of the Financial Note – DIE-LF I – name of the issuer and its National Registry of Legal Entities number – CNPJ; II – warning that the receipt of amounts due to the investor is subject to the credit risk of the issuer of the LF; III – warning that the LF is not guaranteed by the Credit Guarantee Fund – FGC; IV – warning that the LF may generate a redemption value lower than its issuance value depending on the remuneration criteria; V – warning that the LF cannot be redeemed, totally or partially, before the maturity date, except for the purpose of immediate exchange for other financial notes issued by the same financial institution, in the cases and conditions provided for in the regulation of the Monetary Council; VI – criteria already defined at the time of the offer for the exchange provided for in item V of this Annex; VII – minimum initial investment, or nominal value of the security, if applicable; VIII – the date or conditions of maturity; IX – the interest rate and the calculation regime; X – another form of remuneration, if applicable, and information on the means of obtaining the values of the indices or rates by investors; XI – clause updating the nominal value by price index, if applicable; XII – the form, periodicity and place of payment of earnings and principal; XIII – the description of the real or personal guarantee, if applicable; XIV – explanation on the exercise of the repurchase option clause by the issuing institution or resale to the issuing institution and, if provided for in the LF, in what way the remuneration of the LF will be
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020 modified if the option is not exercised, as well as the corresponding dates and exercise prices of options; XV – clause of subordination to unsecured creditors, if applicable; XVI – in the case of LF with subordination clause, in addition to items I to XV above:
a) clause of maturity conditioned on the occurrence of the dissolution of the issuer or the default of the obligation to pay the stipulated remuneration, if applicable; and b) clause updating the nominal value based on exchange rate variation, if applicable; XVII – in the case of LF with subordination clause, issued to compose the Reference Equity (LFS-PR), in addition to items I to XVI above:
a) clause suspending the payment of the stipulated remuneration, if applicable; b) clause permanently extinguishing the credit right represented by the LF, if applicable; c) clause converting the credit right into shares eligible for the main capital of the issuing institution, if applicable; d) alert on the payment of holders of LFs issued to compose the Level II of the PR having preference over the payment of holders of LFs issued with characteristics of Supplementary Capital of the PR; and e) clauses and information contained in the “Core of Subordination” of the LFS-PR. XVIII – indication of the entity administering the organized market that maintains a recording system in which the LF will be issued; XIX – highlighted warning with the following wording: “This offer was automatically exempt from registration by the Securities and Exchange Commission - CVM. The CVM has not previously analyzed this offer. The distribution of the Financial Note – LF does not imply, on the part of the CVM, a guarantee of truthfulness of the information provided, of the adequacy of the LF to current legislation or judgment on the quality of the issuer or the intermediary institution.”; XIX – highlighted warning with the following wording: “This offer is not subject to registration with the Securities and Exchange Commission – CVM. The CVM has not previously analyzed this offer. The distribution of the Financial Note – LF does not imply, on the part of the CVM, a guarantee of truthfulness of the information provided, of the adequacy of the LF to current legislation or judgment on the quality of the issuer or the intermediary institution.”;
SECURITIES AND EXCHANGES COMMISSION OF BRAZIL
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Center, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
ANNEX C TO CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
Provides for the Essential Information Document of the Secured Real Estate Note – DIE-LIG, referred to in Arts. 3º, item I, and 7º.
Essential Information Document of the Secured Real Estate Note – DIE-LIG I – name of the issuer and its National Registry of Legal Entities number – CNPJ; II – warning that the receipt of amounts due to the investor is subject to the credit risk of the issuer of the LIG; III – warning that the LIG is not guaranteed by the Credit Guarantee Fund – FGC; IV – identification of the LIG issuance program, including the total nominal value and term of the program, if applicable; V – identification of the series, if applicable, including the issuance and maturity dates and the total nominal value of the series; VI – minimum initial investment, or nominal value of the security, if applicable; VII – the maturity date or term of the operation; VIII – the fixed or floating interest rate, and the calculation regime; IX – another form of remuneration, if applicable, and information on the means of obtaining the values of the indices or rates by investors; X – clause updating the nominal value based on exchange rate variation, if applicable; XI – the form, periodicity and place of payment of earnings and principal; XII – the conditions for early redemption and repurchase of the LIG; XIII – describe the functioning form of the guarantee provided by a portfolio of assets subject to fiduciary regime, as well as the real or personal guarantee, if applicable; XIV – identification of the fiduciary agent referred to in Chapter IX of Resolution No. 4.598, of August 29 of 2017, of the Monetary Council, indicating that its obligations, responsibilities, as well as the hypotheses, conditions and form of its dismissal or substitution and the other conditions of its act are available in the LIG Issuance Term; XV – include warning about the importance of reading the LIG Issuance Term before investing and inform the electronic address used to make the term available on a page without access restrictions to the general public and easy to locate on the worldwide computer network, in programs, applications or other electronic means used by the issuer; XVI – information on any other factor that may significantly affect the contracting conditions of the operation; XVII – describe the profile of the asset portfolio highlighting its residential or non-residential nature, as well as the assets that integrate or may come to integrate it, and that the derivatives that integrate the asset portfolio have the sole purpose of protection; XVIII – inform the electronic address used to make available the Asset Portfolio Statement - DCA, as required by Circular No. 3.866 of the Central Bank of Brazil, of December 13 of 2017, on a page without access restrictions to the general public and easy to locate on the worldwide computer network, in programs, applications or other electronic means used by the issuer; XIX – inform the electronic address used to make available the Quarterly Report, as required by Articles 73 to 75 of the Resolution of the Monetary Council – CMN No. 4.598, of August 29 of
2017, on a page without access restrictions to the general public and easy to locate on the worldwide computer network, in programs, applications or other electronic means used by the issuer; XX – inform the electronic address used to disclose acts or relevant facts that represent or may come to represent significant alteration in the situation of the asset portfolio and the LIGs guaranteed by it, as required by Art. 76 of the Resolution of the Monetary Council - CMN No. 4.598, of August 29 of 2017, on a page without access restrictions to the general public and easy to locate on the worldwide computer network, in programs, applications or other electronic means used by the issuer; XXI – inform the electronic address used to disclose the audited financial statements of the issuer on a page without access restrictions to the general public and easy to locate on the worldwide computer network, in programs, applications or other electronic means used by the issuer;
SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Seven of September Street, 111/2-5th and 23-34th Floors, Center, Rio de Janeiro/RJ – ZIP Code: 20050-901 – Brazil - Tel.: (21) 3554-8686 Cincinato Braga Street, 340/2nd, 3rd and 4th Floors, Bela Vista, São Paulo/SP – ZIP Code: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Corporate Financial Center Building, S.404/4th Floor, Brasília/DF – ZIP Code: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br
CVM RESOLUTION NO. 8, OF OCTOBER 14, 2020
XXII – notice regarding the liquidity conditions of the investment, including information on the admission of the LIG to trading in the secondary market and on the market maker, if any; XXIII – indication and a brief description of the main risk factors; XXIV – indication of the entities administering organized markets that maintain registration systems in which the LIG will be issued; XXV – highlighted warning with the following wording: “This offer has been automatically exempted from registration by the Securities and Exchange Commission of Brazil - CVM. The CVM does not pre-analyze the offer. The distribution of the Guaranteed Real Estate Note – LIG does not imply, on the part of the CVM, a guarantee of the veracity of the information provided, of the adequacy of the LIG to current legislation, or a judgment on the quality of the issuer or the intermediary institution.”; XXV – highlighted warning with the following wording: “This offer is not subject to registration with the Securities and Exchange Commission of Brazil – CVM. The CVM does not pre-analyze the offer. The distribution of the Guaranteed Real Estate Note – LIG does not imply, on the part of the CVM, a guarantee of the veracity of the information provided, of the adequacy of the LIG to current legislation, or a judgment on the quality of the issuer or the intermediary institution.”;
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Amended 2 times · last 2022-07-13
This document amends: CVM Instruction 480 (Repealed) - Registration of Issuers of Securities Admitted to Trading on Regulated Markets, CVM Instruction 476 (Revoked) - Public Offerings of Securities with Restricted Efforts, CVM Instruction 400 of December 29, 2003 - Public Offerings of Securities
Source: Comissão de Valores Mobiliários — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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