CVM Resolution No. 850 of April 7, 2020

SECURITIES AND EXCHANGE COMMISSION OF BRAZIL
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CVM RESOLUTION NO. 850, OF APRIL 7, 2020
Delegates competence to the Securities Registration Superintendency - SRE to review requests for exemption from registration and from public distribution offer requirements for shares issued by open FIDCs, required under §§ 1 and 2 of art. 21 of CVM Instruction No. 356/01, to be carried out with full observance of the requirements provided for by CVM Instruction No. 476/09.

THE PRESIDENT OF THE SECURITIES AND EXCHANGE COMMISSION OF BRAZIL – CVM, based on art. 19, § 5, 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:

a) CVM Instruction No. 356, of December 17, 2001, which provides for the constitution and operation of investment funds in credit rights and of investment funds in shares of investment funds in credit rights, provides, in its art. 21, §§ 1 and 2, that the distribution of open fund shares is independent of prior registration with the CVM, having to observe, however, the provisions of art. 20, subjecting the realization of the public distribution offer to the provisions of CVM Instruction No. 400, of December 29, 2003, whenever the fund's bylaws stipulate a waiting period for redemption of shares or for payment of the redemption value of shares greater than 30 (thirty) days, such requirement also being applicable in cases where the sum of the waiting periods or for payment of the redemption value is greater than 30 (thirty) days;

b) art. 4 of CVM Instruction No. 400/03 provides that, considering the characteristics of the public distribution offer of securities, the CVM may, at its discretion and always observing the public interest, adequate information, and investor protection, exempt from registration or some of the requirements provided for, including disclosures, timeframes, and procedures;

c) CVM Instruction No. 476, of January 16, 2009, which provides for public offers of securities distributed with restricted efforts, provides, in its art. 6, that such offers are automatically exempt from the distribution registration referred to in the caput of art. 19 of Law No. 6,385/76, delimiting, however, in its art. 1, an exhaustive set of titles that can be distributed under its protection, within which shares issued by open investment funds are not included, thus preventing offers of open FIDCs framed in the provisions of §§ 1 and 2 of art. 21 of CVM Instruction No. 356/01 from being carried out with automatic exemption from registration, under the terms of CVM Instruction No. 476/09;

d) the CVM Board had the opportunity to review, in the cases of 3 public distribution offers of shares issued by Fram Capital Ativo FIDC and one public distribution offer of shares issued by FIDC Corban (treated respectively within the scope of CVM Processes RJ-2015-9137, 19957.003587/2018-75, 19957.009448/2019-36 and 19957.005989/2017-23), requests for exemption from registration of the offer and from the requirements of (i) preparation and updating of the prospectus, as provided for in articles 5, 23, and 34, item I, letter “e”, of CVM Instruction No. 356/01 and (ii) publication of the announcements of the start and end of the offer provided for, respectively, in articles 52 and 29 of CVM Instruction No. 400/03, with all offers fully observing the requirements provided for in CVM Instruction No. 476/09, with the Board having deliberated favorably in all these cases, following the manifestation of the SRE, understanding that in the requests the “public interest, adequate information, and investor protection” were observed, grounds provided for in art. 4 of CVM Instruction No. 400/03 for the granting of exemption from registration or from requirements of a public distribution offer; and

e) a reduction in the processing time of requests for exemption from registration and from the aforementioned requirements is expected, if the analysis of these requests is carried out by the Securities Registration Superintendency itself, in line with the previous decisions of the Board, with benefit for all involved in the operation and for the market itself.

DELIBERATED:

I – To delegate competence to the Securities Registration Superintendency to review requests for exemption from registration, under the terms of art. 4 of CVM Instruction No. 400/03, as well as from the requirements of (i) preparation and updating of the Prospectus, as provided for in articles 5, 23, and 34, item I, letter "e", of CVM Instruction No. 356/01 and (ii) publication of the announcements of the start and end of the offer, as provided for, respectively, in articles 52 and 29 of CVM Instruction No. 400/03, in public distribution offers of shares issued by open FIDCs framed in the hypotheses provided for in §§ 1 and 2 of art. 21 of CVM Instruction No. 356/01, provided that such offers fully observe the requirements provided for in CVM Instruction No. 476/09 for offers carried out with restricted efforts; and

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

Original signed by
MARCELO BARBOSA
President