CVM Resolution No. 818 of April 30, 2019

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL (CVM) Rua Sete de Setembro, 111/2-5th and 23-34th Floors, Centro, 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 – Ed. Corporate Financial Center, S.404/4th Floor, Brasília/DF – ZIP: 70712-900 – Brazil - Tel.: (61) 3327-2030/2031 www.cvm.gov.br

CVM RESOLUTION NO. 818, OF APRIL 30, 2019
Exempts the need for prior CVM approval of advertising material used in public distribution offers of securities registered.

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, and using the competence conferred upon him by arts. 16, item XI, and 17, item XIII, of the Internal Regulations, approved by Ordinance No. 327, of July 11, 1977, of the Minister of Finance, makes public that the Board, in a meeting held on this date, and considering that:

I – it is necessary to increase the efficiency of capital market regulation, in order to make it more competitive and progressively reduce the cost of compliance among its participants, reconciling these objectives with the CVM's legal mandate to protect investors and maximize the economic welfare resulting from full, efficient, and honest competition among its participants;

II – the Autarchy is undergoing a comprehensive and complex process of reviewing the rules governing public distribution offers of securities, including, among other initiatives, the adoption of the measure contained in this Resolution;

III – the issuance of this Resolution finds its foundation in the competence held by the CVM to, at its discretion, having observed the public interest, adequate information, and investor protection, exempt the registration or some of its requirements, in accordance with art. 4 of CVM Instruction No. 400, of 2003;

IV – the adoption of the measure contained in this Resolution, on an experimental basis, provides the Autarchy with the opportunity to empirically verify its benefits and the most appropriate procedures for its implementation, for the purpose of definitive inclusion, via Instruction, in its regulatory framework;

V – even before the issuance of CVM Instruction No. 400, of December 29, 2003, the current general rule on public distribution offers of securities, which has been in effect for more than 15 years, the rules that dealt with the subject (CVM Instructions Nos. 13, of August 30, 1980, and 88, of November 3, 1988) already provided for the need for prior analysis and approval by the CVM of advertising material, which demonstrates sufficient time has elapsed for the market to know and adapt to the preparation of adequate advertising materials;

VI – in general, no relevant deviations are found in the advertising materials submitted to the CVM for approval;

VII – since 2009, several Circular Letters have been issued with guidelines on the preparation of advertising materials to be used in public distribution offers of securities, including models of pre-approved materials;

VIII – the duties and responsibilities of the offeror and the lead institution in public distribution offers of securities are outlined in CVM Instruction No. 400, of 2003, particularly regarding the quality of information provided to the market during distribution, as well as the guidelines that must be observed when preparing and disseminating advertising material related to the public offer;

IX – in the constant improvement of regulation, a balance is sought between market efficiency and investor protection, given the possibility of establishing a more agile registration process for public distribution offers with the counterparty of assuming greater responsibility by the participants involved in the offers; and

X – CVM Instruction No. 400, of 2003, in its art. 19, which deals with the suspension and cancellation of the distribution offer, provides the CVM with efficient mechanisms to deal with situations involving the use of irregular advertising materials;

DELIBERATED:

I – to allow the use of advertising materials, within the scope of registered public distribution offers of securities, without the need for prior CVM approval, exempting compliance with the obligation provided for in the caput of art. 50 and the sole paragraph of art. 51 of CVM Instruction No. 400, of 2003, to present in advance the advertising materials of said offers for approval by the Autarchy;

II – that the advertising materials must be sent to the CVM within 1 (one) business day after their use;

III – that, in the case of advertising material provided for in the caput of art. 50 of CVM Instruction No. 400, of 2003, its use may only occur concomitantly with or after the disclosure and presentation of the preliminary or final prospectus to the CVM.

IV – that this Resolution enters into force on the date of its publication.

Signed original by
MARCELO BARBOSA
President